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satisfaction. If Buyer fails to make such correction within the Buyer Cure Period, then Seller by <br />written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the <br />Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled <br />(a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no <br />change in terms, but without waiving any legal, equitable or other remedies it may have against <br />Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any <br />material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which <br />Seller obtains knowledge after the Close of Escrow. <br />6.2.1 Authorization. Buyer has full power and <br />authority to enter into this Agreement and to perform all of its obligations <br />hereunder, and has taken all action required by law, its governing instruments or <br />otherwise to authorize the execution, delivery and performance of this <br />Agreement. Each individual who has executed this Agreement on behalf of <br />Buyer has the right, power, legal capacity and authority to execute, deliver and <br />perform this Agreement on behalf of Buyer. <br />6.2.2 Binding Agreement. This Agreement constitutes <br />a legal, valid and binding obligation of Buyer enforceable against Buyer in <br />accordance with its terms, except to the extent that such enforcement may be <br />limited by applicable bankruptcy, insolvency, moratorium and other principles <br />relating to or limiting the rights of contracting parties generally. <br />6.2.3 Compliance with Law. Buyer is required to carry <br />out the development of the Project in conformity with all applicable laws, <br />including all applicable building, planning and zoning laws, including any <br />historic property regulations and environmental laws. <br />6.2.4 Development of Property. Buyer hereby <br />represents and guarantees that it will own the land in fee simple located at 1248 <br />W. 61h Street in Santa Ana within twenty-four (24) months following the approval <br />of this Purchase and Sale Agreement. Buyer hereby represents and guarantees <br />that it will complete construction and development of the Property for the uses <br />permitted by City's Bristol Street Specific Plan within 24 months following the <br />Close of Escrow of the 1248 W. 6th Street property. These timeframes shall be <br />tolled by any delays directly attributable to the actions or inactions of the City, <br />by any natural causes outside the control of either party ("Force Majeure"), or by <br />mutual agreement of the parties. If Buyer does not comply with these guarantees <br />within the timeframes provided, the City shall have the right to repurchase the <br />Property, including any and all improvements to the Property then completed by <br />Buyer, in exchange for payment by the City to Buyer of eighty percent (80%) of <br />the Purchase Price paid by Buyer under this Agreement. City shall provide <br />written notice of its exercise to purchase the Property within sixty (60) days <br />following the development deadline in this section. The repurchase deed shall be <br />identical in form to the deed by which title to the Property was conveyed by <br />Seller to Buyer and shall be free and clear of any and all mortgages, liens, or <br />other evidence of indebtedness. <br />-12 <br />