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

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(3) All costs and expenses associated with MidPen’s assumption of the obligations of LifeMoves arising under the Affordability Agreement and the Regulatory Agreement from and after the close of escrow for MidPen’s repurchase of the Property, MidPen’s execution and recordation of the MidPen City Deed of Trust, and MidPen’s assumption of the Permitted Senior Mortgages shall be paid by MidPen; (4) All costs and expenses incident to this transaction and the Closing thereof, and not specifically described above, shall be paid by the party incurring same; and (5) The provisions of this Section 3(d) shall survive the Closing. (e) Once MidPen exercises the right to repurchase or right of first refusal as provided above, the obligation of MidPen to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by MidPen in its sole and absolute discretion: (1) LifeMoves shall have delivered to MidPen all of the items required to be delivered to MidPen pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 3(a) hereof; (2) LifeMoves shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by LifeMoves as of the Closing Date; and (3) Title Company shall be prepared to issue to MidPen a CLTA owner's policy of title insurance (the "Owner's Title Policy"), together with any endorsements requested by MidPen which title company has indicated are available, in the amount of the Purchase Price, showing fee title to the Property vested in MidPen, subject only to the Permitted Exceptions. (f) Once MidPen exercises the right to repurchase or right of first refusal as provided hereinabove, the obligation of LifeMoves to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by LifeMoves in its sole and absolute discretion: (1) MidPen shall have delivered to LifeMoves all of the items required to be delivered to LifeMoves pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 3(b) hereof; and (2) MidPen shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by MidPen as of the Closing Date. REV: 06-06-17 JS ATTY/RESO.0051/CC RESO REDWOOD FAMILY HOUSE TRANSITIONAL HOUSING LOAN FORGIVENESS Page 33 of 68 6.3.B. - Page 38