Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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A certificate executed by Seller stating that all representations and warranties made by Seller pursuant to this Agreement are true and correct as of the Closing Date ("Seller's Certificate"); Buyer shall pay for the CLTA increment of the premium for the Title Policy and Seller shall pay all other costs of Closing, including recording fees, transfer taxes and fees, one-half of the escrow fees, sales tax and any other costs of Closing customarily paid by sellers of real property, plus or minus prorations as provided in Section 9.8 (Prorations); provided that, subject to Section 9.6 (Default, Termination and Remedies), Buyer and Seller shall bear their own attorneys' fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement; Seller's Non -foreign Certification; All records and files relating to the management or operation of the Property, including, without limitation, property tax bills, insurance, and property taxes; and Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. Deliveries Outside of Escrow. Notwithstanding Section 9.3 (Seller's Deposit of Documents and Funds Into Escrow), Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents. Buyer's Deposit of Documents and Funds. Buyer shall deposit into escrow: The Purchase Price in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8 (Prorations), by cashier's or certified check or electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement. Default, Termination and Remedies. Buyer's Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) Seller has notified Buyer that it does not intend to develop the New YMCA, as set forth in the Master Project Agreement and the parties have terminated the Master Project Agreement; or (b) any condition to Closing contained in Section 4.1 (Buyer's Conditions) has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.3 (Approval/Disapproval of Due Diligence Investigation), Section 3.4 (Title Review) or Article 10 (Damage, Destruction and Condemnation). In such event, the parties shall have no further ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 89 of 108