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. .,.~"" ,u,:"" <br />(g) An opinion of counsel to Seller confirming that Seller is an existing <br />corporation and has authority to execute this Agreement. <br />5.2 On or before the Closing Date the Seller shall deposit in escrow <br />with the Escrow Agent the following: <br />(a) A good and sufficient general warrant deed or deeds to the <br />Premises, in form and substance reasonably satisfactory to the <br />City, warranting the Property to be free and clear of all title <br />defects, liens and encumbrances, except zoning ordinances and the <br />lien of real estate taxes and assessments not yet due and payable, <br />and such restrictions as may appear of record (the "Deed"); <br />(b) Anon-foreign certification as required by Internal Revenue Code <br />Section 1445; and <br />(c) Any other funds or documents required by the Escrow Agent to <br />complete the transaction contemplated by this Agreement. <br />5.3 On or before the Closing Date, the City shall deposit in escrow with <br />the Escrow Agent the following: <br />(a) The Base Purchase Price in accordance with written instructions by <br />Seller; <br />(b) An executed real estate conveyance exemption certificate; <br />(c) An Assumption Agreement, in form and substance .satisfactory to <br />Seller, pursuant to which the City agrees to assume the obligations <br />of Seller under the contracts and leases which are listed on <br />Schedule l.l(g); <br />(d) A Management Agreement, in form and substance satisfactory to <br />Seller, pursuant to which the City will be permitted to operate the <br />Club until such time as the liquor permit is transferred; and <br />(e) Any other funds or documents required by the Escrow Agent to <br />complete the transactions contemplated by this Agreement. <br />5.4 On or before the Closing, the City shall obtain a commitment (the <br />"Title Commitment") from the Title Company to issue to the City a title insurance policy <br />in the amount of the Purchase Price, insuring the City, as of the time of filing the Deed <br />for record, that good and marketable title to the Property is vested in the City subject <br />only to zoning ordinances and taxes and assessments not yet due and payable and such <br />6 <br />