Agmt26 1900 Broadway Owner, LLC - Laserfiche WebLink

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Deed"). The City shall remove or cause to be removed all monetary lien(s), if any, that the City caused to be created upon the City Property prior to Closing. 5. Conditions to Closing. 5.1 Conditions to Buyer's Obligations. The Closing and Buyer's obligation to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer's waiver in writing thereof) for Buyer'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: (a) Vacation Approval by the City Council. (i) The approval of the Vacation by the City Council is a condition of Closing of escrow. (ii) Accordingly, no later than ten (10) business days prior to Closing, Buyer shall have applied for and received City Council approval of the Vacation in conformity with California Streets and Highway Code Section 8300 et seq., by City Resolution. This Agreement shall not in and of itself limit in any way the discretion of the City Council in acting on the proposed Vacation. Subject to the terms of the Development Agreement (including, without limitation, Article 9 thereof), the City reserves full anal complete discretion with respect to any findings required to be made in connection with the proposed Vacation, and the failure to approve or any delay in approving the Vacation shall not be deemed a breach of this Agreement by the City; (iii) Any City Council Resolution approving the Vacation shall not be certified and recorded by the City Clerk until such time that all Conditions to Closing, as set forth in this Section 5, have been met. (b) Inspection Period. Beginning upon the Effective Date and continuing until 5:00 p.m_ (Pacific Time) on the date which is thirty (30) days after the Effective Date or such later date as the Parties may mutually agree each in its sole discretion ("Inspection Period"), Buyer shall: (i) Review and approve or object to any and all matters of and exceptions to title of the Property, as disclosed by a preliminary report issued by Escrow Holder, within two (2) business days after the Effective Date with respect to the City Property and legible copies of all documents, whether recorded or unrecorded, referred to in such preliminary report (collectively, the "Title Documents")_ If Buyer does not object in writing to one or more Title Documents prior to 5:00 p.m. on the last day of the Inspection Period, then all Title Documents (other than any monetary Iien(s) the City caused to be created upon the City Property) shall be deemed approved. Except as otherwise expressly provided in Section 4 above, the 4 ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT REV: 07-14-26 VR