Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so. Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property. Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 4.1 (Buyer's Conditions) to be satisfied by the Closing Date, and Seller shall not take or permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect. CLOSING. Time. Seller shall provide Buyer with at least Ninety (90) days' advance written notice of when it is prepared to close escrow for the conveyance of title to the Property to the Buyer; provided however, that all conditions set forth in Article 4 (Conditions Precedent) have been either satisfied or waived. The parties shall close this transaction (the "Closing") in accordance with the Master Project Agreement and, when the parties notify the Escrow Holder (the "Closing Date") but in no event shall the Closing Date occur later than Forty -Fie (45) days form the receipt of a certification of occupancy for the New YMCA, as such date may be extended by the provisions of Article 10 of this Agreement. Escrow. This Article 9, together with such additional instructions as Attention: , California ("Escrow Holder"), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder's additional escrow instructions, this Agreement shall control unless the intent to amend this Agreement is clearly stated in said additional instructions. Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder's obligations hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company's commitment to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow. Seller's Deposit of Documents and Funds Into Escrow. Seller shall deposit into escrow on or before Closing the following documents: A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer ("Grant Deed") in the form attached as Exhibit C; ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 88 of 108