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AGREEMENT
<br />THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
<br />to the terms, conditions and provisions of this Agreement, the Parties agree as follows:
<br />1. Exchange of Real Property
<br />1.1. Conveyance by City. City agrees to convey the City Property to Manh by Grant Deed, and
<br />Manh agrees to accept the same from the City.
<br />1.2. Conveyance by Manh. Manh agrees to convey the Manh Property to City by Grant Deed,
<br />and City agrees to accept the same from Manh.
<br />1.3. Title Conveyance. The Parties agree that, except as may hereinafter be otherwise expressly
<br />provided, the real properties subject to this Agreement shall be conveyed by the Parties, as
<br />aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions,
<br />easements, assessments, profits, limitations, encumbrances (whether monetary or non -
<br />monetary, general or specific, including any and all leasehold interests), liens, clouds or
<br />defects in title. The Parties hereby warrant that the title to said real properties to be conveyed
<br />by the Parties shall be free and clear as provided above. The Parties further agree that
<br />acceptance of any deed to said real property, with or without knowledge of any condition,
<br />restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance
<br />(whether monetary or non -monetary, general or specific, and including any and all leasehold
<br />interests), lien, cloud or defect in title, shall not constitute a waiver by either Party of its right
<br />to the full and clear title hereinabove agreed to be conveyed by the Parties, nor of any right
<br />which might accrue because of the failure of the Parties to convey title as hereinabove
<br />provided.
<br />2. Consideration
<br />2.1 Consideration by City. City shall provide to Manh signed grant deeds for the City Property
<br />in the forms attached as Exhibits "B-1" through `B-4"
<br />2.2 Consideration by Manh. Manh shall provide to City (a) a signed grant deed for the Manh
<br />Property in the form attached as Exhibit D and (b) the sum of $4,800,000.
<br />3. Escrow
<br />3.1 Escrow Agent. Within five (5) days from and after the execution of this Agreement by all
<br />Parties, City agrees to open an escrow with Fidelity National Financial Title, 4400 Mac
<br />Arthur Blvd., Suite 200, Newport Beach, CA 92660 ("Escrow Agency"). This Agreement
<br />constitutes the joint escrow instructions of the Parties and a duplicate original of this
<br />Agreement shall be delivered to the Escrow Agent upon the opening of the escrow
<br />("Effective Date").
<br />3.2 Escrow Agent Authorization. The Escrow Agent hereby is empowered to act under this
<br />Agreement and the General Escrow Provisions, attached hereto as Exhibit E and incorporated
<br />herein by reference, and upon indicating its acceptance of this Agreement and the General
<br />Escrow Provisions, in writing, delivered to the Parties within five (5) days after delivery of
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