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6.1.1. Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: a. Special Wanantv Deed. A Special Wananty Deed (the "Deed"), in the form attached hereto as Exhibit B, conveying to Buyer the Real Property, subj ect only to the Permitted Exceptions. b. FIRPTA Affidavit. An affidavit in form and substance satisfactory to Buyer stating that Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code and implementing regulations. c. Proof of Authori ty. Such evidence as to the authority of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto as Buyer or the Title Company shall reasonably require. d. Proration Amounts. Such payments to Buyer (or credits against the Purchase Price) as may be required to effect the prorations required by this Agreement. e. Additional Documents. Such additional documents, including lien and possession affidavits, as may be reasonably requested by Buyer or the Title Company to consummate the Closing. 6.1.2. Buyer. At Closing, Buyer shall deliver or cause to be delivered to Seller the following: a. Purchase Price. The Purchase Price, subject to adjustments and prorations as provided in this Agreement, in immediately available United States funds. b. Proof of Authoritv. Such evidence as to the authority of Buyer to enter into this Agreement and to discharge the obligations of Buyer pursuant hereto as Seller or the Title Company shall reasonably require. c. Additional Documents. Such addirional documents as may be reasonably requested by Seller or the Title Company to consummate the Closing. 6.1.3. Possession. Possession of the Property will be given to Buyer on the Closing Date, subject only to the Permitted Exceptions. G:\DOCS\ZWA\S&J\Paris\Purchase Contract-3.doc --"IO6