Laserfiche WebLink
consideration. As used in this Agreement, "Close of Escrow" shalt mcan the date on which the <br />"Gratrt Deed" (as defined below) conveying title to the Property to Buyer is recorded. <br />23.1 Conditions Precedent to Buyer Obligation to Close. Buyer's <br />obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction <br />of the conditions listed in this Section 2.3.1. If any such condition is not satisfied or waived by <br />Buyer at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer <br />Wray, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under <br />this Agreement, terminate this Agreement by written notice to Seller, in which case the Deposit <br />shall be immediately refunded to Buyer. <br />(1) Title Policy, Escrow Holder has issued or committed to <br />issue Buyer the ""Title Policy" (as defined below) showing title vested in Buyer subject only to <br />"Permitted Exceptions" (as defined below). <br />(2) Representations and Warranties. Each of Seller's <br />representations and warranties in this Agreement are materially true and accurate as of the <br />Close of Escrow. <br />(3) Seller Obligations. Seller is not material default <br />under this Agreement and each material obligation of Seller to be performed prior to the Close <br />of Escrow, has been performed as required, including, without limitation the delivery of all <br />document's required of Seller under this Agreement, <br />(4) Possession. Seller is able, at the Close of Escrow to <br />deliver possession of the Property to Buyer in accordance with this Agreement and does so. <br />(`a) Moratoria, There shall be no action taken by any city, <br />county or other public authority or agency ("Governmental Authority ") or any vote of the <br />citizens of the local jurisdiction (;including without limitation any moratoria) that would <br />preclude, prevent, or delay Buyer from obtaining building permits, sewer permits, water <br />Permits, certificates of occupancy or other development or occupancy entitlements for the <br />Project to he constructed on the Property ( "Public Development Limitation"); provided that <br />the Buyer's inability to obtain approval of the hntitlements for reasons other than the <br />occurrence of a. Public Development Limitation" shall not be viewed as a failure of this <br />condition. <br />(G) Legal Subdivision. The Property shall be a legal parcel <br />or parcels under the California Subdivision Map Act that can be transferred by Seller to Buyer. <br />(7�) Entitlements. The Entitlements have been obtained. <br />23.2 Conditions Precedent to Seiler Obligation to Close. Seller's <br />obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of <br />the conditions listed below. if ally such condition is not satisfied or waived by Seller prior to the <br />Close of Escrow for any reason other than a default by Seiler, Seller may, in its sole discretion <br />and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate <br />this Agreement by written notice to Buyer. <br />25C -13 <br />