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If the requisite title or legal interest and possession of the Participating Parcels aze not <br /> held by IAC on or before the date specified therefor in the Scfiedule of Performance, then the <br /> duty of the Agency to convey the Acquisition Pazcels to IAC on the date shown in the Schedule <br /> of Performance shall be held in abeyance, and the Agency and IAC shall confer in good faith in <br /> an effort to achieve the purposes of this Agreement in another manner. <br /> §312 Form of Grant Deed or Grant Deeds <br /> The Agency shall convey title to the Acquisition Pazcels to IAC in the condition provided <br /> in Section 313 of this Agreement by Grant Deed or Grant Deeds in the form attached to this <br /> Agreement as Attachment 9 hereto (the "Grant Deed" or "Grant Deeds"). <br /> §313 Condition of Title <br /> IAC shall have caused First American Title Company (the "Title Company") to prepaze a <br /> Preliminary Report with respect to each Acquisition Pazcel in connection with the policy or <br /> policies of title insurance to be issued pursuant to Section 314. IAC has been provided with a <br /> copy of each Preliminary Report and shall have approved the condition of title stated therein <br /> with respect to each Acquisition Pazcel. <br /> The Agency shall convey to IAC fee title to the Acquisition Pazcels free and cleaz of all <br /> recorded liens, encumbrances, covenants, assessments, easements, leases and taxes, other than <br /> the Permitted Exceptions and any other exception approved in writing by IAC, which approval — <br /> will not be unreasonably withheld. All assessments and taxes shown on such Preliminary <br /> Reports that aze Permitted Exceptions shall be satisfied from the Letter of Credit (or Cash <br /> Deposit) at the time of acquisition by the Agency. <br /> §314 Title Insurance <br /> Concurrently with recordation of the Grant Deed or Grant Deeds conveying title to the <br /> Acquisition Pazcels, the Title Company shall provide and deliver to IAC, ALTA title insurance <br /> policy(ies) issued by the Title Company insuring that the title to the Acquisition Pazcels is vested <br /> in IAC in the condition required by Section 313 of this Agreement together with such <br /> endorsements as aze required by IAC. The Title Company shall provide the Agency with a copy <br /> of the title insurance policy. <br /> Concurrently with the rewrding of the Grant Deed or Grant Deeds, the Title Company, if <br /> requested by IAC, shall provide IAC with an endorsement to insure the amount of IAC's <br /> estimated development costs of the improvements to be constructed upon the applicable <br /> Acquisition Pazcels, including the costs of demolition, site clearing, grading, construction of <br /> buildings, and installation of infrastructure improvements ("Acquisition Development Costs"). <br /> §315 Taxes and Assessments <br /> Ad valorem ta7ces and assessments, if any, and taxes which may be imposed upon IAC's <br /> exercise of any rights under this Agreement, levied, assessed or imposed shall be bome by IAC <br /> to the extent IAC is responsible for the payment thereof in accordance with the provisions of <br /> Section 510 <br /> � I� <br /> � 962Z8397615 - , � . <br />