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SA Item 1 - Joint Public Hearing Adopt Resolution and Approve Purchase and Sale Agreement
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SA Item 1 - Joint Public Hearing Adopt Resolution and Approve Purchase and Sale Agreement
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EXHIBIT 4 <br />Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on <br />or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for <br />any real property taxes or assessments not yet delinquent). <br />(ii) Buyer's Title Policy. On or before the Closing, the Title Company <br />shall, upon payment (by Buyer) of the Title Company's premium, have agreed to issue to Buyer, a <br />CLTA owner's policy of title insurance ("Buyer's Title Policy") in the amount of the Purchase Price <br />showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, <br />preprinted exceptions to Buyer's Title Policy; (ii) liens to secure payment of real estate taxes or <br />assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written <br />consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have <br />the right, at its sole cost and expense, to obtain coverage beyond that offered by a CLTA policy; <br />provided, however, that Buyer's ability to obtain such extended coverage shall not be a Buyer's <br />Contingency and Buyer's obligations hereunder shall in no way be conditioned or contingent upon <br />obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the <br />cost of, any endorsements and for any survey or other matters required by the Title Company for such <br />extended coverage. <br />(iii) Physical and LegalInspections and Studies. On or before the <br />Contingency Date, Buyer shall have approved in writing, in Buyer's sole and absolute discretion, the <br />results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and <br />studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to <br />zoning, building codes and other governmental regulations; engineering tests; soils, seismic and <br />geologic reports; environmental audits, inspections and studies; environmental investigation or other <br />invasive or subsurface testing; and any other physical or legal inspections and/or investigations as <br />Buyer may elect to make or obtain. <br />(iv) Property and Formation Documents. On or before the Contingency <br />Date, Buyer shall have approved in writing, in Buyer's reasonable discretion, the terms, conditions <br />and status of all of the Property Documents. <br />(v) Delivery of Documents. Seller's delivery of all documents described <br />in Section 8, below. <br />(vi) Representations and Warranties. All representations and warranties <br />of Seller contained in this Agreement shall be materially true and correct as of the date made and as <br />of the Closing. <br />(vii) Title Company Confirmation. The Title Company shall have <br />confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this <br />Agreement. <br />(viii) No Default. As of the Closing, Seller shall not be in default in the <br />performance of any material covenant or agreement to be performed by Seller under this Agreement. <br />(ix) Oversight Board and Department of Finance ("DOF") Approval. The <br />Oversight Board and, if required as a condition of the issuance of title insurance or by either party <br />hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to <br />Buyer under this Agreement. <br />11 <br />
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