3B Public Hearing 2012 0521 - Laserfiche WebLink

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2.2 City's Representations. (i) Authority. City, acting in its capacity as the Successor Agency, has obtained the approval of the Oversight Board to undertake all obligations of City as provided herein, and the execution, performance and delivery of this Agreement by City has been duly authorized by the governing board of the Successor Agency and by the Oversight Board. The persons executing this Agreement on behalf of City have been duly authorized to do so. (ii) No Conflict. City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. (iii) No Litigation or Other Proceeding. No litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of City to perform its obligations under this Agreement. proceeding. (iv) No City Bankruptcy. City is not the subject of a bankruptcy or insolvency 2.3 Effective Date. The obligations of Developer and City hereunder shall be effective as of the Effective Date which date is set forth in the preamble to this Agreement. ARTICLE III DISPOSITION OF THE PROPERTY 3.1 Purchase and Sale of Property. Provided that all conditions precedent set forth in this Agreement have been satisfied or waived, City, acting in its capacity as Successor Agency, shall sell to Developer, and Developer shall purchase from City, the fee interest in the Property in accordance with and subject to the terms, covenants and conditions of this Agreement. Title to the Property shall be conveyed to Developer by grant deed substantially in the form attached hereto as Exhibit C (the "Grant Deed ") free and clear of all exceptions to title except: (a) the provisions and effects of the City Documents, (b) applicable building and zoning laws and regulations, (c) any lien for nondelinquent taxes and assessments or taxes and assessments (to be prorated at closing), (d) subject to Section 3.1.1 exception numbers 1 through 6 as shown on that certain preliminary title report for the Property ( "Title Report ") issued by First American Title Insurance Company ( "Title Company ") and dated April 9, 2012, and (e) such other conditions, liens, encumbrances, restrictions, easements and exceptions as approved by Developer pursuant to this Section. All of the foregoing are collectively hereinafter referred to as the "Permitted Exceptions." 3. 1.1 Title Review By not later than (20) business days following the Effective Date ( "Title Due Diligence Period "), Developer shall deliver to City written notice of any objections to exceptions listed in the Title Report or on any surveys of the Property provided by City or obtained by Developer. Within five (5) business days after receipt of Developer's written 1875524.3 6