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7.3.B. - Page 19 <br /> The liability of the Escrow Agent under this Agreement is limited to performance <br /> of the obligations imposed upon it under Sections 202 to 208, both inclusive, of this Agreement. <br /> Neither the City nor the Developer shall be liable for any real estate commissions <br /> or brokerage fees that may arise herefrom. The City and the Developer each represent that <br /> neither has engaged any broker, agent or finder in connection with this transaction. <br /> 203. Conditions Precedent to Close of Escrow and Conveyance of the City <br /> Property to Developer <br /> 203.1 Developer's Conditions to Close of Escrow <br /> Notwithstanding any provision herein to the contrary, the obligation of the <br /> Developer to consummate the purchase of the City Property under this Agreement shall be <br /> subject to the satisfaction at or before the Close of Escrow of all of the following conditions <br /> precedent, any or all of which may be waived by the Developer in its sole discretion: <br /> a. The City shall have submitted to the Developer a Preliminary Title Report <br /> for the City Property, and the Developer shall have approved the <br /> conditions of title pursuant to Section 205; <br /> b. The Developer shall have completed its investigation of the City Property, <br /> and agreed to accept conveyance of the City Property in its "As Is" <br /> condition as set forth in Section 211; <br /> c. The Title Company is, upon payment for such policy plus any supplement <br /> or endorsements requested, irrevocably and unconditionally committed to <br /> issue the Title Policy to the Developer, at the Close of Escrow; <br /> d. The Developer has received final approval by the City of Developer' s <br /> application for a Downtown Planned Community Permit and Vesting <br /> Tentative Parcel Map for the Project (the "Project Approvals "). As used <br /> herein, "final approval by the City" shall mean any and all applicable <br /> approvals of such Downtown Planned Community Permit and Vesting <br /> Tentative Parcel Map by the Planning Commission and City Council of <br /> the City; <br /> e. The City has completed any environmental review under the California <br /> Environmental Quality Act (Pub. Resources Code §21000 et seq.) <br /> ( "CEQA ") that may be required for the Project Approvals ( "Project CEQA <br /> Review ") (and, notwithstanding any provision herein to the contrary, this <br /> condition precedent may not be waived by the Developer); <br /> f. The City has deposited (or caused to be deposited) into Escrow a <br /> recordable quitclaim or other release, executed by SamTrans and the <br /> Authority quitclaiming and releasing any and all of their respective rights, <br /> title and interest in and to the City Property under the Grade Separation <br /> Agreement (the "SamTrans Quitclaim "); <br /> ATTY /AGR /2014.197/RDW GREYSTAR PDA <br /> REV: 10 -01 -14 PT & VR <br /> 82483.00017\9102745.13 8 <br />