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8.A. - Page 50 <br /> Escrow Agent or wire transfer. All adjustments shall be made on the basis of a thirty (30) day <br /> month. <br /> If this Escrow is not in condition to close before the time for Close of Escrow <br /> established under this Agreement, either party who then shall have fully performed the acts to be <br /> performed before the conveyance of title may, in writing, terminate this Agreement by providing <br /> written notice of such termination to the other party, with a copy to the Escrow Agent, and <br /> demand the return of its monies, papers or documents. Thereupon all obligations and liabilities of <br /> the parties under this Agreement shall cease and terminate. If neither the City nor the Developer <br /> shall have fully satisfied or waived all conditions precedent set forth herein, or fully performed <br /> all other acts to be performed before the time for conveyance established herein, no termination <br /> or demand for return shall be recognized until ten (10) days after the Escrow Agent shall have <br /> mailed copies of such demand to the other party or parties at the address of its or their principal <br /> place or places of business. If any objections are raised within the ten (10) -day period, the <br /> Escrow Agent is authorized to hold all monies, papers and documents with respect to the Public <br /> Access Parcels and Sliver Parcel until instructed in writing by both the City and the Developer or <br /> upon failure thereof by a court of competent jurisdiction. If no such demands are made, the <br /> escrow shall be closed as soon as possible. Nothing in this Section 2.4 shall be construed to <br /> impair or affect the rights or obligations of the City or the Developer to specific performance. <br /> Any amendment of these Escrow instructions shall be in writing and signed by <br /> both the City and the Developer. At the time of any amendment, the Escrow Agent shall agree to <br /> carry out its duties as Escrow Agent under such amendment. <br /> All communications from the Escrow Agent to the City or the Developer shall be <br /> in writing. <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 /> 2.5 Conditions Precedent to Close of Escrow. <br /> (a) Developer's Conditions to Close of Escrow. <br /> Notwithstanding any provision herein to the contrary, the Developer's acceptance <br /> of the Public Access Parcels and Sliver Parcel under this Agreement shall be subject to the <br /> satisfaction at or before the Close of Escrow of all of the following conditions precedent: <br /> 1. The City shall have submitted to the Developer a Preliminary Report for <br /> the Public Access Parcels and Sliver Parcel, and the Developer shall have <br /> approved the conditions of title; <br /> 2. The Developer shall have completed its investigation of the Public Access <br /> Parcels and Sliver Parcel, and agreed to accept conveyance of the Public <br /> Access Parcels and Sliver Parcel in their "As Is" condition; <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 9 of 102 <br />