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the escrow. Escrow shall close on March 19, 2019 or as soon thereafter as possible. If escrow is not in a
<br />condition to close by such date, and failure to close is due to unforeseen conditions of title or interest of third
<br />parties in the Real Property that cannot be resolved in escrow, then Buyer may, at its option, request
<br />cancellation of escrow and this Agreement and return of any funds it has deposited into escrow pursuant to
<br />this Agreement. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and
<br />terminate, except to the extent this Agreement provides that any obligations and/or liabilities shall survive any
<br />termination of this Agreement or cancellation of escrow. Buyer shall be entitled to possession of the Property
<br />immediately upon close of escrow.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of
<br />this Section 4 and of the General Escrow Provisions described in Exhibit "C" attached hereto and incorporated
<br />herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of
<br />this Agreement to Escrow Agent, shall carry out its duties as Escrow Agent hereunder.
<br />City agrees to bear, and Escrow Agent is hereby authorized to charge to the City, the costs of any and all
<br />transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow
<br />fees and any other closing costs incidental to the conveying of the Real Property to City. Penalties for
<br />prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant
<br />to Civil Code Procedures Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
<br />upon it under this Agreement.
<br />5. Property Taxes. Real property taxes, if any, on the Real Property for the fiscal year within which the
<br />Real Property is conveyed to City that are unpaid at the time of said conveyance shall be cleared and paid in
<br />accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California.
<br />Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of
<br />California for that portion of property taxes on the Real Property for said fiscal year which have been paid prior
<br />to the date the Grant Deed conveying the Real Property to City is recorded which is allocable to that portion of
<br />the fiscal year after the date the Grant Deed conveying the Real Property to City is recorded and made
<br />uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California.
<br />To the extent that Seller has prepaid any taxes or assessments attributable to the Real Property, Seller shall
<br />be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request,
<br />Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer
<br />credit or otherwise pay Seller for that refund, if any, through or outside of escrow.
<br />All unpaid taxes on the Real Property for any and all years prior to the fiscal year within which said conveyance
<br />is made shall be paid by Seller before conveyance of the Real Property to City.
<br />6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as
<br />and for the full purchase price for the Real Property and all fixtures and improvements pertaining to the realty
<br />(as so defined in Code of Civil Procedure Section 1263.205), and severance damages (but not for loss of goodwill),
<br />the total sum of Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750,000.00). City
<br />agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days after the
<br />Effective Date, and the Escrow Agent is hereby authorized to pay the same to Seller upon the close of escrow.
<br />7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Real Property
<br />to City is recorded, quiet and peaceful possession of said Real Property, subject to the following provisions of
<br />this Section 7. Seller is hereby granted an exclusive license, at no fee, charge or expense, for sixty (60) days,
<br />commencing upon the date of closing of escrow ("License Term"), to remove (or may otherwise cause the
<br />removal of by third parties) from the Real Property all merchandise, inventory, equipment (including, without
<br />limitation, all dispensers), personal property, trademarks, logos, removable trade fixtures, fixtures, structures,
<br />buildings and improvements to the realty (as so defined in Code of Civil Procedure Section 1263.205) (including,
<br />without limitation, all underground storage tanks and product lines) (all of the foregoing being collectively referred
<br />to as `Items"), that Seller desires to remove (or be removed) from the Real Property. During the License Term,
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