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an amount equal to the Purchase Price, showing title to the City Property vested in <br />Buyer, subject only to the approved condition of title ("Title Policy"). Buyer shall <br />pay all expenses of issuing the ALTA Title Policy, including (if Buyer elects to <br />have Title Company issue its American Land Title Association Extended Coverage <br />Owner's Policy of Title Insurance ("ALTA Extended")), the expense of such <br />ALTA Extended premium increment and any survey costs associated with such <br />ALTA Extended policy. In addition, Buyer shall pay for any endorsements to the <br />Title Policy. Buyer's ability to obtain an ALTA Extended policy shall not be a <br />condition to the Closing; <br />(d) City's Representations. All representations and warranties made by the <br />City to Buyer in this Agreement shall be true and correct on the date hereof and <br />shall be true and correct in all material respects as of Closing; and <br />(e) City's Obligations. The City shall have executed, acknowledged (as <br />appropriate) and deposited into Escrow all documents to be signed by the City <br />pursuant to Section 9.1 below, and the City shall have performed all of the <br />obligations required to be performed by the City under this Agreement. <br />5.2 Conditions to City's Obligations. The Closing and the City's obligation to <br />consummate the transactions contemplated in this Agreement are subject to the satisfaction <br />of the following conditions (or the City's waiver thereof) for the City's benefit on or prior <br />to Closing: <br />(a) Buyer's Obligations. Buyer shall have executed and deposited into Escrow <br />all documents to be signed or provided by Buyer pursuant to Section 92 below, <br />and shall have timely performed all of the other obligations required to be <br />performed by Buyer Linder this Agreement; <br />(b) Buyer's Representations. All representations and warranties made by <br />Buyer to the City in this Agreement shall be true and correct on the date hereof and <br />shall be true and correct in all material respects as of Closing; and <br />(c) Purchase Price. Buyer shall have timely deposited with Escrow Holder the <br />Purchase Price and all other sums to be paid by Buyer under this Agreement in <br />good immediately available funds. <br />5.3 Failure of Condition to Closing. If any of the conditions set forth in Section 5.1 or <br />Section 5.2 are not timely satisfied or waived by the appropriate Party for a reason other <br />than the default of Buyer or the City, this Agreement shall terminate, and the Deposit <br />(including any accrued interest thereon) and all other monies delivered to Escrow Holder <br />by Buyer shall be immediately returned to Buyer, and except as otherwise provided herein, <br />the Parties shall have no farther obligations hereunder. <br />5.4 Liquidated Daman. BUYER RECOGNIZES THAT IF THIS TRANSACTION <br />CONCERNING THE CITY PROPERTY IS NOT CONSUMMATED BECAUSE OF <br />7 <br />ATTY/AGR.2026.203/KILROY 1900 BROADWAY CITY PARCELS PURCHASE AND SALE AGREEMENT <br />REV. 07-14-26 VR <br />