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<br />"City Title Policy" shall mean the standard form of ALTA (Form 1970 B) owner's title
<br />policy to be issued by the Title Company for the Steadfast Land as provided in Section 4(b )(iii).
<br />
<br />"City's Transferor's Certificate" shall mean the certificate, to be duly executed by City
<br />under penalty ofpeIjury and delivered by City in accordance with Section 3(d)(i)(B) of the
<br />Agreement, certifying that City is not a "foreign person" in accordance with the provisions of
<br />Section 1445 of the Internal Revenue Code and any similar provisions of applicable state law.
<br />
<br />"Closinl!" shall mean the consummation of the conveyances of the Steadfast Property
<br />and the City Property, and the other transactions contemplated under the Agreement, all of which
<br />shall occur on or before the Closing Date.
<br />
<br />"Closinl! Date" shall mean the date the earlier to occur of (i) the date that is ten (I 0)
<br />Business Days after the date on which Steadfast receives Final Approval. Notwithstanding the
<br />foregoing, in the event that the Final Approval is not obtained on or prior to June 14,2006, then
<br />Steadfast shall have the right, in its sole and absolute discretion, to terminate this Agreement by
<br />providing written notice to City, and this Agreement shall be deemed null and void and of no
<br />further force or effect upon the date on which the City receive such notice.
<br />
<br />"Conditions Precedent" shall have the meaning set forth in Article 4.
<br />
<br />"Entitlements" shall mean, collectively, (i) a fully approved tentative tract map for the
<br />City Land required to permit the subdivision of the City Land into a sufficient number of lots for
<br />the Use, (ii) a final zoning change (including any required general plan amendment) such that the
<br />City Land may be used for the Use, and (iii) all additional entitlements described on Schedule 2
<br />attached hereto and made a part hereof.
<br />
<br />"Environmental Laws" shall mean all federal, state and local laws, ordinances, orders.
<br />rules and regulations now or hereafter in force, as amended from time to time, in any way
<br />relating to or regulating human health or safety, or industrial hygiene or environmental
<br />conditions, or protection of the environment, or pollution or contamination of the air, soil,
<br />surface water or groundwater, or govern or regulate the use, management, storage, disposal,
<br />clean up or remediation of Hazardous Substances and includes, without limitation, the
<br />Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U. S. c. 9
<br />9601, et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.c. 9 6901, et
<br />seq., the Clean Water Act, 33 U.S.C. 9 1251, et seq., the Hazardous Substance Account Act,
<br />California Health and Safety Code 9 25300, et seq., the Hazardous Waste Control Law,
<br />California Health and Safety Code 9 25100, et seq., the Medical Waste Management Act,
<br />California Health and Safety Code 9 25015, et seq., the Porter-Cologne Water Quality Control
<br />Act, California Water Code 9 13000, et seq., California Education Code 9 17210 et seq., and
<br />California Code of Regulations, Title 5 9 14010 et seq.
<br />
<br />"Escrow" shall mean the escrow established with Escrow Holder for the consummation
<br />of the exchange of the Steadfast Property and the City Property in accordance with this
<br />Agreement.
<br />
<br />Schedule I
<br />
<br />40836735.16
<br />
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