AgdaPkt 2017-06-12 Joint SA PFA - Laserfiche WebLink

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the escrow holder. The date of closing is sometimes referred to in this Agreement as the "Closing Date". (a) At Closing, LifeMoves shall: (1) deliver to MidPen a duly executed grant deed (the “Deed”) conveying the Property, subject only to the exceptions affecting title to the Property when the Property was acquired by LifeMoves from MidPen (including, without limitation, the Affordability Agreement, the Regulatory Agreement and the MidPen City Deed of Trust, but expressly excluding the County Right to Repurchase and the City Deed of Trust), the Permitted Senior Mortgages assumed by MidPen pursuant to Section 5 hereof, and any other exceptions affecting title to the Property which may be approved by MidPen in its sole and absolute discretion (together, the “Permitted Exceptions”); (2) execute and deliver such Assignment and Assumption of Affordability Agreement and such Assignment and Assumption of Regulatory Agreement (each defined in Section 4) in connection with the Affordability Agreement and the Regulatory Agreement, as may be reasonably required by the City Manager of the City and the County of San Mateo, as appropriate, in connection with MidPen’s assumption of the obligations of LifeMoves under the Affordability Agreement and the Regulatory Agreement, in accordance with Section 4; (3) execute and deliver such Assignment and Assumption of Loan (defined in Section 5) in connection with each of the Permitted Senior Mortgages as may be reasonably required by the lenders in connection with MidPen’s assumption of the outstanding principal amounts of the Permitted Senior Mortgages in accordance with Section 5; (4) to the extent assignable, assign to MidPen, and MidPen shall assume, LifeMoves’ interest in and to any and all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Property (the "Intangibles") by duly executed assignment and assumption agreement in form and content reasonably satisfactory to LifeMoves and MidPen (the “Assignment of Intangibles”); (5) deliver to MidPen a duly executed termination of this Agreement in form and content reasonably satisfactory to LifeMoves and MidPen (the "Termination Agreement"); (6) deliver to MidPen such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of LifeMoves; (7) deliver to MidPen a certificate duly executed by LifeMoves stating that LifeMoves is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and CA Form 590-C certificate, and such REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 30 of 68 6.3.B. - Page 35