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If the requisite title or legal interest and possession of the Participating Parcels are not held by IAC on or before the date specified therefor in the Sc�edule of Performance, then the duty of the Agency to convey the Acquisition Parcels to IAC on the date shown in the Schedule of Performance shall be held in abeyance, and the Agency and IAC shall confer in good faith in an effort to achieve the purposes of this Agreement in another manner. §312 Form of Grant Deed or Grant Deeds The Agency shall convey title to the Acquisition Parcels to IAC in the condition provided in Section 313 of this Agreement by Grant Deed or Grant Deeds in the form attached to this Agreement as Attachment 9 hereto (the "Grant Deed" or"Grant Deeds"). §313 Condition of Title IAC shall have caused First American Title Company (the "Title Company") to prepare a Preliminary Report with respect to each Acquisition Parcel in connection with the policy or policies of title insurance to be issued pursuant to Section 314. IAC has been provided with a copy of each Preliminary Report and shall have approved the condition of title stated therein with respect to each Acquisition Pazcel. The Agency shall convey to IAC fee title to the Acquisition Pazcels free and clear of all recorded liens, encumbrances, covenants, assessments, easements, leases and taxes, other than the Permitted Exceptions and any other exception approved in writing by IAC, which approval = will not be unreasonably withheld. All assessments and taxes shown on such Preliminary Reports that are Permitted Exceptions shall be satisfied from the Letter of Credit(or Cash Deposit) at the time of acquisition by the Agency. §314 Title Insurance Concurrently with recordation of the Grant Deed or Grant Deeds conveying title to the Acquisition Pazcels, the Title Company shall provide and deliver to IAC, ALTA title insurance policy(ies) issued by the Title Company insuring that the title to the Acquisition Pazcels is vested in IAC in the condition required by Section 313 of this Agreement together with such endorsements as are required by IAC. The Title Company shall provide the Agency with a copy of the title insurance policy. Concurrently with the recording of the Grant Deed or Grant Deeds, the Title Company, if requested by IAC, shall provide IAC with an endorsement to insure the amount of IAC's estimated development costs of the improvements to be constructed upon the applicable Acquisition Parcels, including the costs of demolition, site clearing, grading, construction of buildings, and insta.11ation of infrastructure improvements ("Acquisition Development Costs"). §315 Taxes and Assessments Ad valorem taxes and assessments, if any, and taxes which may be imposed upon IAC's exercise of any rights under this Agreement, levied, assessed or imposed shall be borne by IAC to the extent IAC is responsible for the payment thereof in accordance with the provisions of Section 510. y �_J. � 9627:83976.25 , r .