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MARSHALL-KELLEY, LLC (2)
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MARSHALL-KELLEY, LLC (2)
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Last modified
2/4/2019 10:01:04 AM
Creation date
2/4/2019 9:38:33 AM
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Contracts
Company Name
MARSHALL-KELLEY, LLC
Contract #
A-2019-001
Agency
PUBLIC WORKS
Council Approval Date
1/15/2019
Destruction Year
0
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information pertaining to the Property to the extent in Seller's possession or reasonably <br />obtainable by Seller. Seller will make every effort to provide all pertinent documents, <br />but Seller's inability or failure to provide any document shall not be considered a <br />violation subject to termination of the Agreement. At any time on or before the last day <br />of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any <br />reason or no reason, give written notice ("Termination Notice") to Seller electing to <br />terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not <br />be satisfied, the Escrow Deposit (less the Independent Consideration) shall be <br />immediately returned by the Escrow Holder to Buyer, and this Agreement, and the <br />obligations of the parties hereunder, shall terminate (other than those obligations that <br />expressly survive a termination of this Agreement). If Buyer fails to deliver the <br />Termination Notice to Seller prior to the expiration of the Due Diligence Period, then <br />Buyer shall have no further right to terminate this Agreement and have the Escrow <br />Deposit (less the Independent Consideration) returned to Buyer except as otherwise set <br />forth herein. <br />(e) No material adverse physical change to the Property, <br />including those caused by condemnation and/or casualty, shall have occurred <br />subsequent to the Effective Date and on or prior to the Close of Escrow. <br />(f) Seller agrees at Seller's sole cost to remove and relocate the <br />power pole located on the Property, as depicted as "Existing SCE Power Pole" on the <br />"Power Pole Exhibit" attached as Exhibit "C" hereto (the "Power Pole"), to the location <br />designated as "approximate location of pole, 2' from property line" on Exhibit "C" hereto, <br />promptly after Close of Escrow. Such obligation shall survive the Close of Escrow. The <br />parties each acknowledge and agree that the Power Pole Exhibit indicates that the <br />Power Pole will be relocated to an area on or adjacent to a planned trash enclosure <br />which is located in the area depicted with diagonal lines on the Power Pole Exhibit, and <br />that as a result thereof such trash enclosure area shall be required to be relocated to <br />another location on the Property which shall designated by Buyer and approved by <br />Seller prior to Close of Escrow, which approval shall not be unreasonably withheld, <br />conditioned or delayed. The parties shall cooperate in good faith in finalizing the <br />relocation of such trash enclosure area. <br />2.7 Seller Conditions Precedent to Close of Escrow <br />For the benefit of Seller, the Close of Escrow shall be conditioned upon <br />the timely performance by Buyer of all obligations required by the terms of this <br />Agreement. <br />2.8 License to Enter Property During Due Diligence Period <br />Seller licenses the Buyer and its contractors to enter the Property for the <br />purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary <br />and appropriate. The license given in this Section 2.8 shall only be effective until the <br />earlier of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date <br />of any Termination Notice provided hereunder. The Buyer shall conduct all Due <br />Diligence Investigations during the Due Diligence Period at its sole cost and expense. <br />The Buyer shall abide by any reasonable condition(s) of entry onto the Property <br />a <br />5207.01 -PSA -111218R <br />
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