The consummation of the Transaction (the “ Closing ”) shall be facilitated by Escrow Holder (“ Escrow ”). The Parties shall cooperate in executing and delivering any escrow instructions that may be prepared from time to time to consummate the Transaction and establish the Escrow; provided, however, in the event of any conflict or inconsistency between the provisions and conditions of this Agreement and any such escrow instructions, the provisions and conditions of this Agreement shall prevail. The Closing shall occur on December 29, 2015 (the “ Closing Date ”). Escrow Holder shall be responsible at the Closing for preparing the settlement statement, causing all documents to be recorded, disbursing all closing proceeds, and otherwise conducting settlement. All real estate taxes shall be prorated as of the Closing Date.