NET DEVELOPMENT CO. (2) - 2017 - Laserfiche WebLink

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consideration. As used in this Agreement, "Close of Escrow" shall mean the date on which the "Grant Deed" (as defined below) conveying title to the Property to Buyer is recorded. 2.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 2.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller, in which ease the Deposit shall be immediately refunded to Buyer. (1) Title Policy. Escrow Holder has issued or committed to issue Buyer the "Title Policy" (as defined below) showing title vested in Buyer subject only to "Permitted Exceptions" (as defined below). (2) Representations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (3) Seller Obligations. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. (4) Possession. Seller is able, at the Close of Escrow to deliver possession of the Property to Buyer in accordance with this Agreement and does so. (S) Moratoria. There shall be no action taken by any city, county or other public authority or agency ("Governmental Authority") or any vote of the citizens of the local jurisdiction (including without limitation any moratoria) that would preclude, prevent, or delay Buyer from obtaining building permits, sewer permits, water permits, certificates of occupancy or other development or occupancy entitlements for the Project to be constructed on the Property ("Public Development Limitation"); provided that the Buyer's inability to obtain approval of the Entitlements for reasons other than the occurrence of a Public Development Limitation, shall not be viewed as a failure of this condition. (6) Legal Subdivision. The Property shall be a legal parcel or parcels under the California Subdivision Map Act that can be transferred by Seller to Buyer. (7) Entitlements. The Entitlements have been obtained. 2.3.2 Conditions Precedent to Seller Obligation to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed below. If any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. -3-