STEADFAST 1 -2005 - Laserfiche WebLink

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of all licenses, permits, entitlements, environmental documentation, reports, surveys, plans, specifications, warranties and other intangible property owned by City and relating to the City Property. This Section 5(b) shall survive the Close of Escrow. (c) Deliverv of Possession of Steadfast Propertv. Simultaneously with the Closing, Steadfast shall deliver possession of the Steadfast Property to City, subject to the agreements with The Bowers Museum referenced in Article 10 hereof. Concurrently therewith, Steadfast shall deliver to City copies or originals of all licenses, permits, entitlements, environmental documentation, reports, surveys, plans, specifications, warranties and other intangible property owned by Steadfast and relating to the Steadfast Property. 6. Citv Due Diligence. City shall have, at its own expense, the opportunity to complete the following due diligence review of the Steadfast Property: (a) Title Review. Steadfast, at its expense and within ten (10) Business Days after the date hereof shall cause to be delivered to City a current preliminary title report covering the Steadfast Land issued by Title Company, together with legible copies of all documents reflected as exceptions to title to the Steadfast Land (collectively, the "Steadfast Preliminary Report"). Steadfast, at its expense and within five (5) Business Days after the date of issuance of any supplemental title report showing additional exceptions to title shall cause to be delivered to City a copy thereof, together with legible copies of all documents reflected therein as new exceptions to title to the Steadfast Land (collectively, the "Steadfast Supplemental Report"). Not later than ten (10) Business Days after the later to occur of the Execution Date or the date of the delivery to City of the Steadfast Preliminary Report (or any Steadfast Supplemental Report, as applicable), City shall notify Steadfast in writing of any objections which City has to the exceptions to title reflected in the Steadfast Preliminary Report (or such Steadfast Supplemental Report, as applicable), and Steadfast shall have the right, but not the obligation, to elect to clear such disapproved exceptions prior to the Closing. In the event that City fails to provide such notice in a timely manner, City shall be deemed to have approved all exceptions in the Steadfast Preliminary Report except those pertaining to installments of real property taxes and assessments not delinquent as of the Closing. Steadfast shall make such election by delivering written notice of such election to City within five (5) Business Days after receipt of any such obj ection. Steadfast will be deemed not to have elected to clear a disapproved exception unless Steadfast provides a timely notice in accordance with the immediately preceding sentence. If Steadfast's written notice indicates that it elects to clear less than all of the such disapproved exceptions prior to the Closing, then City shall have the right to terminate this Agreement by providing written notice of such termination to Escrow Holder and Steadfast no later than five (5) Business days after City's receipt of Steadfast's written notice. Upon such notice of termination, this Agreement shall be terminated, Escrow shall be terminated, City and Steadfast shall each pay one-half (Yz) of any Escrow or Title Company termination fees, and neither Party shall have any further liability or obligation hereunder except for the Parties' indemnification obligations set forth herein, which shall survive the termination ofthis Agreement. If City fails to deliver to such notice of termination in a timely manner, then City shall be deemed to have approved all disapproved exceptions that Steadfast has elected not to clear. Except for (i) liens which Steadfast is obligated to remove pursuant to the last sentence ofthis paragraph, and (ii) those exceptions, if any, to which City has timely objected and Steadfast timely elected to clear, all exceptions to title shown in the Steadfast Preliminary Report 40836735. 16 6