Laserfiche WebLink
5.1.5 Representations and Warranties. All of City's representations and <br />warranties as set forth herein shall be true as of the Closing. <br />5.1.6 No Default. City shall not be in material default hereunder. If <br />County does not give City written notice of City's default, for purposes of this Section 5.1.6 only, <br />City shall be deemed not to be in default hereunder, and the Parties shall proceed with the Closing <br />as though City were not in default. County's failure to give such notice to City shall not excuse <br />performance by City of any obligation hereunder. <br />5.2 City's Conditions. Each of the following shall constitute a condition <br />precedent to the obligations of City to effectuate the Closing and may be waived only by a written <br />waiver executed by City and delivered to County: <br />5.2.1 Documents. Copies of the applicable documents described in <br />Section 6.3.1 below shall have been delivered to City by County. <br />5.2.2 Title Policy. If requested by City, the Title Company shall be <br />irrevocably committed to issue the County Title Policy upon the Closing. <br />5.2.3 Acceptance of Property. The City shall be satisfied, after reviewing <br />Title and otherwise conducting Due Diligence as provided in Section 4.3, that the County Property <br />is suitable for its intended uses and acceptable to the City. Should the City fail to terminate the <br />Exchange within the Due Diligence Period as provided in Section 4.3, the County Property shall <br />be deemed suitable and acceptable to the City. <br />5.2.4 No Material Change. As of the Closing, there shall be no material <br />change in the County Property that would materially impair City's use or development of the <br />County Property. <br />5.2.5 Representations and Warranties. All of County's representations <br />and warranties as set forth herein shall be true as of the Closing. <br />5.2.6 No Default. County shall not be in material default hereunder. If <br />City does not give County written notice of County's default, for purposes of this Section 5.2.6 <br />only, County shall be deemed not to be in default hereunder, and the Parties shall proceed with the <br />Closing as though County were not in default. City's failure to give such notice to County shall <br />not excuse performance by County of any obligation hereunder. <br />6. Closing or Cancellation of Closing. <br />6.1 Closina Date. <br />6.1.1 Provided that this Agreement is not earlier terminated pursuant to <br />the terms and provisions hereof and provided that all of the conditions precedent to the Closing <br />have been satisfied or waived, the Parties agree that the Closing shall occur on or before <br />, 2022 (the "Closing Date"), unless extended as described in Section 6.1.2; provided <br />however, that in no event shall the Closing Date be later than , 2022 ("Outside <br />Date"). By effectuating the closing, the Parties shall be deemed to have irrevocably committed to <br />cause the Title Company to issue any requested County Title Policy and City Title Policy. <br />5 <br />Project Name: Santa Ana Property Exchange <br />