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7.2.2.2 Such documents as The Science Factory or the Title Company may require to evidence the authority of City to consummate the transaction contemplated; and 7.2.2.3 Such other documents and funds, including (without limitation) escrow instructions, as are required of City to close the sale and purchase of the Property in accordance with this Agreement. 7.3 Costs. The Science Factory and City shall share all closing escrow costs equally. Each party shall be responsible for its own attorney fees and administrative costs associated therewith. 7.4 Prorations. All items of expense incurred by The Science Factory with respect to the Property shall be paid by The Science Factory at Closing, without proration. All real property taxes and assessments payable with respect to the tax year in which Closing occurs shall be prorated between The Science Factory and City as of the Closing Date. 7.5 Removal of Personal Property. On or before the Closing Date, The Science Factory shall remove from the Building all personal property owned by The Science Factory. Any personal property which is not removed by the Closing Date shall be deemed to be abandoned. 8. Conveyance. At the Closing, The Science Factory shall execute, acknowledge, and deliver to City a Bargain and Sale Deed conveying the Building to City. 9. Covenants of The Science Factory. Section 18.1 of the Ground Lease contains restrictions on the transfer of all or any portion of or interest in the Land and/or Building during the term of the Ground Lease. The Science Factory agrees that those same restrictions on transfer shall apply under this Option throughout the Option Term, as if set forth herein in full. 10. Improvements During Option Term. Prior to expiration of the Option Term, The Science Factory may not improve the Building or any part of it without the prior written consent of City, except as otherwise provided in Section 7 of the Ground Lease. 11. Indemnification. The Science Factory shall defend, indemnify, and hold City, its agents, successors, and assigns harmless from any and all claims, losses, damages, liens, costs, expenses, and liabilities directly or indirectly arising out of or attributable to The Science Factory's breach of its obligations under this Agreement, or The Science Factory's use or occupation of the Building and Property, including, but not limited to, any violation of any Environmental Law, or the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal, or presence of any Hazardous Substance on, under, or about the Building and Property, including without limitation the costs of any remedial action, required repair, clean up, containment, or detoxification of the Building and Property, the preparation and implementation of any closure, remedial or other required plans, OPTION AGREEMENT - 5 Exhibit C - Page 5 of 8