Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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Section 8.2 City. City's obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the conditions (or City's waiver in writing thereof) set forth in this Section 8.2 for City'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. As of the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. (a) As of the Closing, Title Company shall have irrevocably committed to issue an American Land Title Association ("ALTA") Extended Coverage Owner's Policy of Title Insurance) ("Title Policy") to City in an amount equal to the Acquisition Price, showing title to the Levee Assets vested in City, subject only to the Permitted Exceptions. SCOA shall pay all expenses of issuing the Title Policy, including any survey costs associated with such Title Policy and any endorsements to the Title Policy reasonably requested by City. (b) Prior to the Closing Date, Seller shall have executed, acknowledged (where applicable) and delivered to Escrow the duly executed Escrow Instructions and the Grant Deeds and each of the other items required to be delivered by Seller pursuant to this Agreement. (c) There shall be an absence of any third party (i.e., state or federal) condemnation, environmental or other pending governmental or any type of administrative or legal proceedings with respect to the Levee Improvements, and no casualty event shall have occurred with respect to the Levee Improvements (provided that casualty shall be governed by the terms of Article XI below), in any such case, which would materially and adversely affect the intended use of the Levee Improvements. (d) Prior to the Closing Date, the Levee Improvements shall be complete to the reasonable satisfaction of the City as evidenced by issuance of written approval of the City Engineer. (e) Prior to the Closing Date, SCOA shall provide all Documents and Materials pursuant to Section 4. 1, including "as -built" record documents for the Levee Improvements, prepared and certified by the project engineer. (f) Prior to the Closing Date, SCOA shall have provided City with the City -approved O&M Manual. (g) SCOA shall have furnished the City with faithful performance and payment security for the Levee Improvements in accordance with the terms of the Master Agreement. (h) SCOA shall have delivered to City warranty security in accordance with the terms of the Master Agreement. OAK #4819-4834-1908 v20 Exhibit C Page 13