AgdaPkt 2016-10-17 Closed and Special Joint SA PFA

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6.3.C. - Page 10 6. Conditions to Closing. 6.1 Conditions to Buyer's Obligations. The Closing and Buyer's obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer's waiver in writing thereof) for Buyer's benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in the absence of a specified date: (a) Inspection Period. Beginning upon the Execution Date and continuing until the date which is thirty (30) days after the Effective Date or such later date as the Parties may mutually agree each in its sole discretion ("Inspection Period") Buyer shall: (i) review and approve or object to any and all matters of and exceptions to title of the Properly, as disclosed by a preliminary report issued by Escrow Holder with respect to the City Property and legible copies of all documents, whether recorded or unrecorded, referred to in such preliminary report (collectively, the "Title Documents"). If Buyer does not object in writing to one or more Title Documents, then all Title Documents shall be deemed approved. Except as otherwise expressly provided in Section 5 above, City shall have no obligation to remove any title exceptions. If Buyer delivers any notice of objection to any matter contained in the Title Documents, Seller shall, within five (5) business days after receipt of such objection, notify Buyer and Escrow Holder in writing, whether Seller is willing or unwilling to remove or satisfy such matter objected to by Buyer on or before Closing. If Seller indicates its unwillingness to remove any matter objected to by Buyer, or if Seller fails to respond to Buyer's notice of objection (which shall be deemed as Seller's unwillingness to remove any and all matters objected to by Buyer), Buyer shall, within five (5) business days after receipt of such. written notice from Seller, or Seller's failure to respond, as applicable, notify Seller and Escrow Holder in writing of Buyer's election either to (i) terminate this Agreement, at which time this Agreement shall terminate, the Deposit shall revert to Buyer, and the Parties shall have no further obligations or rights to one another under this Agreement, unless otherwise specifically stated, or (ii) proceed with this transaction and waive Buyer's objections. If, however, Seller indicates its willingness to attempt to remove any matter objected to by Buyer, Seller shall use commercially reasonable efforts to cause such matter to be removed on or before the Closing. If at or before the Closing such matter has not been removed by Seller, Buyer may notify Seller and Escrow Holder in writing of Buyer's election to either (i) terminate this Agreement, at which time this Agreement shall terminate, the Deposit shall revert to Buyer, and the Parties shall have no further obligations or rights to one another under this Agreement, unless otherwise specifically stated, or (ii) proceed with this transaction and waive Buyer's objections. Should Escrow Agent issue any amendment to the Title Documents following the expiration of Buyer's Inspection Period, and should such amended Title Documents disclose any additional title matters or changes in the legal description or additional requirements of Buyer, Buyer shall be entitled to approve or object to any such matter by delivering written notice of such approval or objection to Seller and Escrow Holder on or before the date that is three (3) business days after Escrow Holder has delivered to OAK#4848-2211-8201 v3 Page 4 of 29 ATTY/AGR12016.2971BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV:10-10-16 VR