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5.3 The Building is in good condition, ordinary wear and tear excepted, and is in <br />compliance with applicable codes, regulations and other legal rights. <br />5.4 On or before the Closing Date, The Science Factory shall have performed all of the <br />terms, covenants, conditions and other provisions to be performed by it under this <br />Agreement. <br />6. Title. The Science Factory shall arrange, and pay the premium for, the issuance to City by <br />a title company approved by City ("Title Company) of a policy of title insurance insuring <br />City's title to the Land and Building, free and clear of any liens, encumbrances or claims <br />created or suffered by The Science Factory. The Science Factory shall make available to City <br />a current preliminary title report on the Land and Building issued by the Title Company at <br />least ten (10) business days prior to the Closing Date. <br />7. Closing. <br />7.1 Time and Place. Closing of the sale and purchase of the Building (the "Closing ") <br />shall occur on a date (the "Closing Date ") selected by City, but in all events the Closing <br />shall occur within sixty (60) days of the date on which the purchase price has been <br />agreed to or determined pursuant to Section 4.1. The escrow for the Closing shall be <br />established at the Title Company. The parties shall share the escrow fees and costs <br />equally. <br />7.2 Closing Obligations. On the Closing Date, The Science Factory and City shall deposit <br />the following documents and funds in escrow, and the Title Company shall close <br />escrow in accordance with the instructions of The Science Factory and City. <br />7.2.1 The Science Factory shall deposit the following: <br />7.2.1.1 The conveyance document described in Paragraph 8, duly executed <br />and acknowledged; <br />7.2.1.2 Such documents as City or the Title Company may require to <br />evidence the authority of The Science Factory to consummate this <br />transaction; and <br />7.2.1.3 Such other documents and funds, including (without limitation) <br />escrow instructions, as are required of The Science Factory to close <br />the sale in accordance with this Agreement. <br />7.2.2 City shall deposit the following: <br />7.2.2.1 The purchase price agreed upon or determined pursuant to Section 4; <br />OPTION AGREEMENT - 4 Exhibit C - Page 4 of 8 <br />