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named as an additional insured, as its interest may appear. 4.9. Payment of Seller's Architect for Services Rendered. The parties hereby acknowledge and agree that Seller's Architect has incurred certain expenses and costs in connection with services rendered on or prior to the date of this instrument to facilitate the completion of the transactions contemplated herein. The parties hereby further acknowledge and agree that Seller's Architect shall be paid by the City from the amount of the Initial Payment for such services within two business days of its submittal of invoices to the Seller and the City after the Effective Date. ARTICLE V: CLOSING 5.1 Closing Date and Place. The closing of the purchase and sale contemplated in this Agreement will occur at the offices of Cooper, Spong & Davis, P.C. at 200 High Street, Suite 500, Portsmouth, Virginia. Closing will occur on or before 2:00 p.m. local time in Portsmouth, Virginia on the date that is not later than thirty days after the completion of the Improvements. 5.2 Seller's Documents. At or prior to the Closing, Seller shall deliver the following items to the City: 5.2.1 A Special Warranty deed or deeds in the form of Exhibit E attached hereto and made a part hereof, executed by Seller, conveying to the City fee simple title to the Property that is real estate, subject to (A) the Permitted Encumbrances (as defined below) and (B) all easements, conditions, restrictions and agreements of record that lawfully apply to the Property or any part thereof; 5.2.2 A counterpart of the Assignment and Assumption of Licenses and Warranties in the form of Exhibit F attached hereto and made a part hereof, executed by Seller, assigning without warranty or representation, except as expressly set forth therein, and to the extent assignable or transferable, all of Seller's right, title and interest, if any, in and to (a) all of the licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental or quasi-governmental authority, and (b) all warranties with respect to the Building or other articles of Property. 5.2.3 A bill of sale in the form of Exhibit G attached hereto and made a part hereof, executed by Seller, conveying, transferring and selling to the City without warranty or representation, except as expressly set forth therein, all right, title and interest of Seller in and to the Personal Property; 5.2.4 A copy of the resolutions of Seller authorizing the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereunder; 5.2.5 To the extent in Seller's possession and not already located at the Property, keys to -12- Draft #4.1