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4.6 Damage or Condemnation Prior to Closing. Seller shall promptly notify City of any knowledge it <br />obtains of casualty to the Property or any condemnation proceeding commenced prior to the <br />Close of Escrow. If any such damage or proceeding relates to, or may result in, the loss of any <br />material portion of the Property, City may, at its option, elect either to: <br />4.6.1 Terminate this Agreement, and neither City nor Seller shall have any further rights or <br />obligations hereunder; or <br />4.6.2 Continue Agreement in effect, in which event upon the purchase of the Property affected <br />by condemnation, City shall be entitled to any compensation, awards, or other payments <br />or relief resulting from such casualty or condemnation proceeding. <br />4.7 Conditions to Benefit City with Respect to Purchase of Property. The conditions contained in <br />the section "Conditions to Close" are intended solely for the benefit of City with respect to the <br />Property. If Seller is unable to deliver title to the Property as required herein, or the conditions <br />described in the section "Conditions to Seller's Obligation to Sell Property" are not satisfied or if <br />City does not give its approval as provided .in that section, City shall have the right, at its sole <br />election, either to proceed with the purchase and the Close of Escrow in accordance with the <br />terms hereof, or, in the alternative, to terminate this Agreement. In the event City elects to <br />terminate this Agreement for the reasons provided herein, City shall bear its own costs, and <br />neither Party shall have any further rights or obligations under this Agreement. <br />4.8 Conditions to Seller's Obligation to Sell Property. Seller's obligation to sell the Property under <br />this Agreement is subject to the fulfillment, and Seller's approval on or prior to the Closing Date, <br />of each of the following conditions, each of which is for the benefit of Seller and any or all of which <br />may be waived by Seller in writing at its option. (i) Seller is able to deliver possession to the <br />Property to City on the Closing Date; (ii) there shall be no breach of City's representations and <br />warranties set forth herein; (iii) and City shall have delivered to Escrow Holder each of the <br />following: <br />4.8.1 Cash or other immediately available funds in the amount of the Purchase Price (including <br />the Deposit) and sufficient to pay all of City's other costs associated with the Close of <br />Escrow as provided herein; <br />4.8.2 One (1) Preliminary Change of Ownership Report (the "PCOR"), for the Property; <br />4.8.3 A closing statement prepared by Escrow Holder and approved in writing by City; and <br />4.8.4 Any other documents, instruments or records which are reasonably required by Escrow <br />Holder to close the escrow and consummate the purchase of the Property in accordance <br />with the terms hereof. <br />5 ESTABLISHMENT OF ESCROW <br />5.1 Time to Open Escrow. Seller has opened an escrow to consummate the purchase of the Property <br />pursuant to this Agreement, <br />5.2 Escrow Holder. After the Opening of Escrow, City and Seller agree to execute, deliver, and be <br />bound by any reasonable or customary supplemental escrow instructions of Escrow Holder, or <br />Purchase and Sale Agreement - Santa Ana unified School District -City of Santa Ana -Water Tower Site <br />Page 6 <br />