RES 16900 - Laserfiche WebLink

Property]. The Parties agree to cooperate to accomplish the concurrent closing described in this Section. 10. Prorations. Property taxes shall be prorated as of the Close of Escrow based upon the most recent tax bill available, including any property taxes which may be assessed after the Close of Escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered. 11. I".miter's Conditions to Closing. The Close of Escrow and Buyer's obligation to purchase the Property are conditioned upon satisfaction (or Buyer's waiver, exercisable in Buyer's sole discretion) of each of the following: (i) the performance by Seller of each obligation to be performed by Seller under this Agreement within the applicable time period, or the waiver by Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement being true and correct as of the Effective Date and the Close of Escrow; (iii) the commitment by Title Company to issue and deliver the Title Policy in the form reasonably required by Buyer pursuant to Section 6, subject only to the Permitted Exceptions; (iv) Buyer's approval of the condition of the Property and other matters pursuant to Section 13; (v) HUD shall have approved the assignment of the HAP Contract to MidPen or the Limited Partnership; (vi) HUD shall have approved the assignment of a security interest in the HAP Contract to the lender for the New Development; (vii) City and MidPen shall have approved a ground lease of the Property from City to MidPen or the Limited Partnership; (viii) MidPen and/or the Limited Partnership shall have received financing commitments adequate to finance construction of Phase 2; (ix) the residents of the Pleasanton Gardens Development shall have been relocated to the New Development or other location in accordance with all requirements of applicable law and the requirements set forth in the MOU; and (x) MidPen shall have arranged for Buyer to receive a reliance letter in connection with any Phase 1 or Phase 2 environmental report prepared for the Property for MidPen or the Limited Partnership. Should any condition to closing fail to occur, excepting any such conditions that have been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller, to cancel the escrow, terminate this Agreement, and recover all amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in equity. 12. Studies,Reports, Investigations and Contracts. Seller agrees to make available to Buyer within two (2) business days following the Effective Date, any and all correspondence with governmental agencies, information, studies, reports, investigations, contracts, licenses, leases, rental agreements and other documents concerning or relating to the Property which are in Seller's possession or which are reasonably available to Seller (all of the foregoing, collectively, "Property Documents"), including without limitation analyses, surveys, environmental site assessments, studies, reports and investigations concerning the Property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Materials (defined in Section 17.1) in, on or under the Property and the compliance by the Property with Environmental Laws (defined in Section 17.1). 6 OAK#4845-6421-9189 v5