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consideration. As used in this Agreement, "Close of Escrow" shall mean the date on which the <br />"Grant 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 />may, 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 in 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 />documents 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 />(5) 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 fiom obtaining building permits, sewer pennits, water <br />permits, certificates of occupancy or other development or occupancy entitlements for the <br />Project to be constructed on the Properly ( "Public Development Limitation "); provided that <br />the Buyer's inability to obtain approval of the Entitlements for reasons other than the <br />occurence of a Public Development Limitation, shall not be viewed as a failure of this <br />condition. <br />(6) 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 />2.3 .2 Conditions Precedent to Seller 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 any such condition is not satisfied or waived by Seller prior to the <br />Close of Escrow for any reason other than a default by Seller, 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 />25d -13 <br />