Stamps.com 2011 Annual Report Download - page 86

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8. Conditions Precedent to the Close of Escrow for the Benefit of Seller
. The Close of Escrow and Seller's obligations
with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions
precedent for Seller's benefit by the dates designated below:
8.1 Buyer's Deliveries .
At least one (1) business day prior to the Closing Date, Buyer shall have delivered to Escrow
Holder the documents described in Paragraph 9.2 .
8.2 Representations and Warranties . All representations and warranties of Buyer contained in Paragraph 13.2
of
this Agreement shall be true and correct in all material respects as of the date made and as of the Close of Escrow with the same effect as if those
representations and warranties were made at and as of the Close of Escrow.
8.3 Covenants .
Buyer shall have timely performed each and every covenant and agreement to be performed by Buyer
under this Agreement
The conditions set forth in this Paragraph 8
are solely for the benefit of Seller and may be waived only by Seller. Seller shall
at all times have the right to waive any condition. Any such waiver or waivers shall be in writing and shall be delivered to Buyer. If any of the
conditions in this Paragraph 8
is not satisfied or has not been so waived by Seller prior to the Closing Date, Seller shall timely deliver written
notice to Buyer describing the condition that has not been satisfied or waived, and if such condition remains unsatis
fied as of the Closing Date,
then, subject to the provisions of Paragraph 15
of this Agreement, if applicable, Seller shall have the right to terminate this Agreement and the
Escrow by written notice to Buyer. If Seller terminates this Agreement in accordance with the foregoing, the Deposit (less escrow and title
cancellation fees and costs) shall be returned to Buyer unless Seller is entitled to retain the Deposit under Section 15.1, all documents deposited
into Escrow shall be returned to the party depositing such documents, and neither party shall have any further rights or obligations under this
Agreement, except for those rights or obligations which expressly survive the termination of this Agreement.
9. Deliveries to Escrow Holder .
9.1 Deliveries by Seller .
At least one (1) business day prior to the Close of Escrow, Seller shall deposit or cause to be
deposited with Escrow Holder the following documents and instruments:
9.1.1 Deed . Seller shall deliver to Escrow Holder a grant deed in the form attached as Exhibit B
, duly
executed by Seller and acknowledged (" Deed ").
9.1.2 FIRPTA . Seller shall deliver to Escrow Holder a Transferor's Certification of Non-
Foreign Status in
the form attached as Exhibit C , duly executed by Seller and a California Form 593-C duly executed by Seller (collectively, "
FIRPTA
Certificate ").
7