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approval of entitlements for the Project prior to the Closing Date for reasons other than the <br />occurrence of a Public Development Limitation, shall not be viewed as a failure of this condition. <br />(6) Legal Subdivision. The Property shall be a legal parcel or <br />parcels under the California Subdivision Map Act that can be transferred by Seller to Buyer. <br />3.3.2 Conditions Precedent to Seller Obligation to Close. Seller's <br />obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of <br />the conditions listed below. If any such condition is not satisfied or waived by Seller prior to the <br />Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and <br />without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this <br />Agreement by written notice to Buyer. <br />(1) Representations and Warranties. Each of Buyer's <br />representations and warranties set forth in this Agreement are materially true and accurate as of <br />the Close of Escrow. <br />(2) Buyer's Obligations. Buyer is not in material default under <br />this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow <br />hereunder has been performed as required. <br />(3) [Intentionally Omitted] <br />3.4 Escrow Cancellation. <br />3.4.1 Charges. <br />(1) Seller's Default. If Escrow fails to close due to Seller's <br />default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means <br />all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all <br />title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller <br />for specific performance as its sole and exclusive remedies. <br />(2) BWer's Default. If Escrow fails to close due to Buyer's <br />default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate <br />this Agreement as its sole and exclusive remedy. <br />(3) No Default. If Escrow fails to close and this Agreement is <br />terminated for any reason other than a default by one of the Parties, Buyer and Seller shall split <br />any Escrow cancellation charges. <br />3.5 Permitted Exceptions to Title. As soon reasonably possible after the <br />Opening of Escrow, Escrow Holder shall cause First American Title Insurance Company, in its <br />capacity as title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary <br />title report ("Title Report") together with legible copies of all underlying documents referenced <br />therein (together with the Title Report, the "Title Documents"). The term "Permitted <br />Exceptions" as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) the <br />Hotel Covenant; (c) non -delinquent real property taxes and assessments; (d) items and exceptions <br />25'%4-% <br />