Courthouse Square Agreements (compiled notebook)

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JAN.zE.1997 E~4~AM N0.5~0 -P.S ~ (vu) Title Insurance. As of the Closing Date, rhe Tide Company shall h~ve issued or shall have commilted to ~ssue the t~tle pohcy ta the Buyer. (viii) Pt~oject Abandonment. As of the Closing Date, the development o~ the project contemplated by the parties shall not have been abandoned, ' (ix) The Buyer shall have received and approved the Level 2 environ~nental study relating to the Real Property, to be provided by the Seller at the Seller's expense. In ~lle event that the Buyer daes not give written notice of disapproval of the Leve12 study, or a writt n request to renegotiate this Agreement based on the Leve12 Study, to the Seller within 60 days ~ollowing the Buyer's receipt of the I.evel 2 study, this condition shall be deemed waived, ' ~ (x) Purther Information. As of the Closing Date, the Buyer shall have a proved any additional studies or information delivered to the Buyer by the Seller under Pazagrap 11 or under any other provision of this Agreement, and the Buyer shall have approved the , evelopment Agreement, the Ground Lease, and the Declaration and Bylaws. ', The conditions set forth in this Paragraph 5(a) are solely for the benefit of 'e Buyer and may be waived only by the Buyer. The Buyer shall at all times have the right t waive any condition, Such waiver or waivers shall be in writing to the Seller. The waiver by the uyer of any cond.ition shall not relieve the Seller of any liability or obligadon with respect to any re resentation, warranty, covenant, or agreement of the Seller. Neither the Seller nor the Buyer shall act or fail to act for the purpose of pennitting or causing any condition to fail (except to the extent ~he Buyer, in its own diseretion, exercises its right to disapprove any such items or matters). ' ~,, (b) Conditions Precedent to Seller's Obligadons. The Closing Date and the Seller's obligations with respect to the tra.nsactions contempiated by this Agreement aze s bject to the satisfaction, not later than die Closing Date (unless otherwise provided), of t following conditions, and the parties have the following obligations with respect to such conditio s: (i) Buyer's delivery to the Escrow Agents on or before the Closin' Date, for disUursement as provid~d herein, of the purchase price and th~ docum~nts a.nd materia.l~s described in Paragraph 6(b). ' (ii) The Seller shall have received and approved the Level 2 environ ental study relating to the Real Progerty, to be provided by the Seller at the Seller's expense. In t e event that the Seller does not give written notice of disapproval of the Leve12 stvdy, or a writt n request to renegotiate this Agreement based on the Leve12 Stt~dy, to the Buyer within 64 days f, llowing the Seller's receipt of the Level 2 study, this condition shall be deemed waived. ' (e) Failure of Conditions to Closing. In the event any of the conditions' set forth in Paragraph 5(a) or Paragraph 5(b) are not timely satisfied or waived, for a reason ot~er than the default of the Buyer or the Seller under this Agreement; ~, (i) Upon written notice of nonsatisfaction of the conditions Uy either pany ~to the other, this Agreement, the escrow, and the ri~hts and obligations of the Buyer and the Seller shall terminate, except as otherwise provided herein or except as otherwise agreed by t e psrties in writing; and ~ ~ Purchase and Sale Agt~eement Salem Atea Mass Transit District/Marion Count}~ Pago - 4 0128970748