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3.3.7 In addition to the rights of the parties set forth in Article 5, if the escrow is not in <br />condition to close before the outside date for conveyance as set forth in the Schedule of <br />Performance, then either party who then shall have fully performed their respective obligations <br />set forth in this Agreement may, in writing, terminate this Agreement as set forth in Sections 5.5 <br />or 5.6 hereof, as the case may be, and demand the return of its money, papers or documents. <br />Thereupon all obligations and liabilities of the Parties under this Agreement shall terminate in <br />the manner set forth in Section 5.5 or 5.6 hereof, as the case may be, except any provisions <br />which specifically provide for survival shall survive such termination and remain in full force <br />and effect. If neither party shall have fully performed the acts to be performed before the time <br />for conveyance set forth in the Schedule of Performance, no termination or demand for return <br />shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such <br />demand to the other party or parties at the address of its or their principal place or places of <br />business. If any objections are raised within the ten (10) day period, the Escrow Agent is <br />authorized to hold all money, papers and documents with respect to the City Property until <br />instructed in writing by both the City and the Developer or upon failure thereof by a court of <br />competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as <br />possible. Nothing in this Section 3.3.5 shall be construed to impair or affect the rights or <br />obligations of the City or the Developer to specific performance. <br />3.3.8 Any amendment of these escrow instructions shall be in writing and signed by <br />both the City and the Developer. At the time of any amendment, the Escrow Agent shall agree to <br />carry out its duties as Escrow Agent under such amendment. <br />3.4 Conveyance of Title and Delivery of Possession. Provided that Developer is not in <br />default under this Agreement and all conditions precedent to such conveyance have occurred, <br />and subject to any mutually agreed upon extensions of time, conveyance to the Developer of fee <br />title to the City Property shall be completed on or prior to the date specified in the Schedule of <br />Performance, or any extension of such time as may be mutually agreed to by the parties. <br />Possession shall be delivered to the Developer concurrently with the conveyance of the City <br />Property. The Developer shall accept its fee title and possession on or before said date. <br />3.5 Conditions Precedent to Conveyance. Close of escrow and conveyance of the City <br />Property to the Developer shall be contingent upon satisfaction (or waiver by the party benefiting <br />from such condition) of the following conditions precedent: <br />3.5.1 For Benefit of Developer: <br />3.5.1.1 Before the Close of Escrow, City shall not be in default in any of its <br />obligations under the teens of this Agreement and all representations and warranties of City <br />contained herein shall be true and correct in all material respects. <br />3.5.1.2 Developer shall have reviewed and approved the condition of title of the <br />City Property, as provided in Section 3.6 hereof <br />3.5.1.3 Developer shall have reviewed and approved the environmental condition <br />of the Site. <br />55394.00000A29008220.1 65A-1 1 <br />