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(1) Representations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. (3) The Project and the development of the Property must conform to all City, and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. 2.4 Escrow Cancellation. 2.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Seller's default and this Agreement is terminated, Seiler shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. (2) Buyer's Default. If Escrow fails to close due to Buyer's default and this Agreement is terminated, Buyer shall pay all Escrow cancellation charges. (3) No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer shall pay any Escrow cancellation charges. The foregoing shall not be deemed a limitation of remedies or limit any remedies available to either Party. 2.4.2 Deposit. If Escrow fails to close and this Agreement is terminated due to Seller's default or any reason other than a default by Buyer, the Deposit shall immediately be returned to Buyer; provided, however, that the foregoing shall not constitute an exclusive remedy of Buyer. If Escrow fails to close due to Buyer's default and this Agreement is terminated, Seller shall retain the Deposit pursuant to Section 6 below. 2.5 Permitted Exceptions to Title. As soon as reasonably possible after the Opening of Escrow, Escrow Holder shall cause Fidelity National Title Insurance Company, in its capacity as title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title Report") together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Title Documents"). The term "Permitted Exceptions" as used in. this Agreement shall mean all of the following: (a) the Grant Deed, including a restriction that the Property be used and developed as the Project, as deemed -4-