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reveals any title matters not constituting Permitted Exceptions which are not acceptable to Purchaser, Purchaser will promptly notify Seller of such title objections in writing and thereafter Seller shall have a period of thirty (30) days to notify Purchaser in writing whether or not Seller elects to cure any such title objections. If Seller elects to cure the title objections, Seller shall have a reasonable time to cure such objections, but in no event later than thirty (30) days prior to the Closing Date (as defined below) or as otherwise may be agreed upon by Seller and Purchaser. If Seller elects not to cure the title objections or fails to notify Purchaser within the required thirty (30) day period whether or not Seller elects to cure such title objections, Purchaser shall have the right within ten (10) days to either: terminate this Agreement (in which event this Agreement shall then be deemed null and void, none of the parties hereto shall then have any further obligation to any other party hereto or to any third party; or to waive the title objections and proceed to Closing as set forth in this Agreement. 7. Closing. The closing of the sale of the Property to Purchaser (the "Closing") shall occur on January 4, 2005, or as soon thereafter as practicable (the "Closing Date"). Time is of the essence as to the Closing Date. The Closing shall be at Seller's attorney's office or another location mutually agreeable to Seller and Purchaser. At Closing, Seller shall deliver to Purchaser the following items: (a) Deed. A validly executed General Warranty Deed with English Covenants of Title, in recordable form, conveying marketable fee simple title to the Property, free and clear of all conditions, restrictions, liens, encumbrances, agreements and other title matters except the Permitted Exceptions (the "Deed"); (b) Lien Affidavit. An affidavit (the "Lien Affidavit") executed by Seller in form and substance acceptable to the Title Company certifying that the Property is free from claims for mechanics' and materialmen's liens, as well as the rights or claims of any parties in possession, except any such claims or rights arising as a result of Purchaser's occupancy of the Property pursuant to its Lease. Furthermore, Seller agrees to execute and deliver at Settlement such additional documents or indemnities as may be required by Purchaser's title insurance company in order to delete from a title insurance policy all standard exceptions for unfiled mechanic's materialmen's or similar liens (other than exceptions approved by Purchaser related to the Leases); (c) FIRPTA Certificate. A certificate executed by Seller as to income tax status and matters related to Section 1445 of the Internal Revenue Code, ("IRC") or other evidence satisfactory that Seller has complied with IRC Section 1445, including establishment of escrow until the withholding requirements of IRC Section 1445 have been met. Purchaser agrees to reasonably co-operate with Seller on such compliance provided that Purchaser does not incur any added expense in so doing; (d) Form 1099 Certificate. A certificate executed by Seller as to the reporting of certain real estate transactions required by IRC Section 6045(e); (e) Seller's Resolutions. Appropriate resolutions of Seller evidencing Seller's • authority to sell the Property to Purchaser; 4