SANTA ANA UNIFIED SCHOOL DISTRICT (10)

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2 DEFINED TERMS 2.1 Title Policy, The term "Title Policy" shall mean the American Land Title Association ("ALTA") or California Land Title Association ("CLTA") owner's coverage policy of title insurance to be issued by the Title Company upon the Close of Escrow pursuant to the terms of this Agreement. 2.2 Opening of Escrow. Promptly upon full execution of this Agreement, Parties shall open escrow with Ticor Title Company of California, Attention: Dawn Niehaus, 1500 Quail Street, Yd Floor, Newport Beach, California 92660 ("Escrow Holder" or "Title Company"), and each Party shall deposit with the Escrow Holder a duly executed copy of this Agreement ("Opening of Escrow") which shall constitute the initial escrow instructions, 2.3 Existing Leases. The term "Existing Leases" shall collectively mean all leases, subleases, lease guarantees, tenant financial information, and rental and use arrangements, if any, in Seller's possession, affecting the Property, together with all amendments and modifications thereto, 2.4 Close of Escrow. The term "Close of Escrow" or "Closing" shall mean the consummation of the purchase of the Property by City and District and the recordation of the Grant Deed for the Property, in accordance with the terms and provisions of this Agreement. 3 CONDITIONS OF PURCHASE 3.1 Terms. Terms and conditions of the purchase: 3.1.1 Due Diligence Activities. Purchaser shall have forty-five (45) days from the Opening of Escrow ("Contingency Date") to conduct all its investigations of the Property and obtain all required approvals for use of the Property and within which time the Purchaser may terminate this Agreement for any or no reason without penalty, as set forth herein. In the event Purchaser terminates this Agreement during the Due Diligence Period, the Deposit shall be fully refundable to Purchaser within ten (10) business days (the "Feasibility Review Period"). At or prior to the end of the Feasibility Review Period, Purchaser shall notify Seller and the Escrow Holder in writing of whether it will proceed or cancel escrow in accordance with Section 9.4 below. 3.1.2 Conveyance of Property. On the Close of Escrow, Seiler shall convey to City title to the Property in fee simple by recordation of the Grant Deed for the Property. It shall be a condition to City's obligation to close that Seller shall clear title of all title defects, liens, encumbrances, deeds of trust and mortgages, if any, except for non -delinquent real estate taxes for the current fiscal year not yet due and such exceptions to title as City shall approve as indicated herein, including the section "Issuance of a Preliminary Title Report Acceptable to City." Possession of the Property and the risk of loss with regard to the Property shall pass to City at the time of the recordation of the Grant Deed. 3.1.3 Issuance of Title Insurance. Evidence of title to the Property shall be the issuance at the Close of Escrow by Title Company of a CLTA owner's coverage policy of title insurance (or an ALTA owner's coverage policy of title insurance, at City's option) ("Policy") insuring fee simple title to the Property in the condition required by the section "Issuance of a Preliminary Title Report Acceptable to City" and containing such endorsements as City shall require. City shall not be obligated to provide any indemnification of the Title City Council 15 — 4 11/15/2022 Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site Page 2