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

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6.3.C. - Page 12 only to the approved condition of title ("Title Policy"). Buyer shall pay all expense of issuing the ALTA Title Policy, including (if Buyer elects to have Title Company issue its American Land Title Association Extended Coverage Owner's Policy of Title Insurance ("ALTA Extended")), the expense of such ALTA Extended premium increment and any survey costs associated with such ALTA Extended policy. In addition, Buyer shall pay for any endorsements to the Title Policy. Buyer's ability to obtain an ALTA Extended policy shall not be a condition to the Closing; (c) City's Representations. All representations and warranties made by City to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of Closing; and (d) City's Obligations. City shall have executed, acknowledged (as appropriate) and deposited into Escrow all documents to be signed by City and City shall have performed all of the obligations required to be performed by City under this Agreement. 6.2 Conditions to City's Obligations. The Closing and City's obligation to consummate the transactions contemplated in this Agreement are subject to the satisfaction of the following conditions (or City's waiver thereof) for City's benefit on or prior to Closing: (a) Buyer's Obligations. Buyer shall have executed and deposited into Escrow all documents to be signed by Buyer and shall have timely performed all of the other obligations required to be performed by Buyer under this Agreement; (b) Buyer's Representations. All representations and warranties made by Buyer to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of Closing; and (c) Purchase Price. Buyer shall have timely deposited with Escrow Holder the Purchase Price and all other sums to be paid by Buyer under this Agreement in good immediately available funds. 6.3 Failure of Condition to Closing. If any of the conditions set forth in Section 6.1 or Section 6.2 are not timely satisfied or waived by the appropriate benefited Party for a reason other than the default of Buyer or City, this Agreement shall terminate, and the Deposit and all other monies delivered to Escrow Holder by Buyer shall be immediately returned to Buyer, and except as otherwise provided herein, the Parties shall have no further obligations hereunder. 6.4 Liquidated Damages. BUYER RECOGNIZES THAT IF THIS TRANSACTION CONCERNING THE CITY PROPERTY IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO CITY. THE PARTIES HAVE DETERMINED AND AGREED THAT THE ACTUAL AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY CITY AS A RESULT OF ANY SUCH OAK#4848-2211-8201 v3 Page 6 of 29 ATTY/AGRf2016.2971BUTLER MAIN STREET PURCHASE 8 SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV:10-10-16 VR