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Inst 2013 Property Exchange - Chamber of Commerce
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Inst 2013 Property Exchange - Chamber of Commerce
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4/9/2013 8:49:37 AM
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CM City Clerk-City Council
CM City Clerk-City Council - Document Type
Agreement
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Chamber or deposited with the Escrow Agent by or on behalf of City. The exercise of this right <br /> by City shall not constitute a waiver by City of any other rights City may have at law or in equity. <br /> 16. Due Diligence: AS-IS Purchase. Each Party represents and warrants that it has had <br /> an opportunity prior to the Effective Date to examine, inspect and conduct tests of the property to <br /> be conveyed to such Party pursuant to this Agreement. During the period("Due Diligence <br /> Period")commencing upon the Effective Date and ending at 5:00 p.m. on the seventh(7th) day <br /> following the Effective Date ("Due Diligence Period Termination"), City shall have the right to <br /> perform due diligence regarding the investigation,assessment, and monitoring of the <br /> environmental condition of the Chamber Property,and unless City elects to terminate this <br /> Agreement pursuant to the terms hereof, City will purchase the Chamber Property in its"AS IS" <br /> condition as such condition exists at the Due Diligence Period Termination, subject only to the <br /> representations,warranties and covenants of Chamber described in Section 20 and 21. <br /> During the Due Diligence Period, Chamber shall have the right to perform due diligence <br /> regarding the investigation, assessment, and monitoring of the environmental condition of the <br /> Office Parcel,and unless Chamber elects to terminate this Agreement pursuant to the terms <br /> hereof, Chamber will purchase the Office Parcel in its "AS IS" condition as such condition exists <br /> at the Due Diligence Period Termination, subject only to the representations,warranties and <br /> covenants of City described in Section 22. <br /> Should City fail to approve the condition of the Chamber Property or its feasibility for <br /> City's intended use within two (2)business days following the Due Diligence Period <br /> Termination, City shall have the right, exercisable by giving written notice to Chamber,to cancel <br /> the escrow,terminate this Agreement, and recover any and all amounts paid by City to Chamber <br /> or deposited with the Escrow Agent by or on behalf of City. The exercise of this right by City <br /> shall not constitute a waiver by City of any other rights City may have at law or in equity. If City <br /> fails to deliver notice of its election to terminate the Agreement by the Due Diligence <br /> Termination date, City shall be deemed to have conclusively approved the condition of the <br /> Chamber Property and to have agreed to accept the Chamber Property on the Closing Date in its <br /> condition as of the Due Diligence Period Termination, subject to Sections 21, 23 and 24 below. <br /> Should Chamber fail to approve the condition of the Office Parcel or its feasibility for <br /> Chamber's intended use within two (2)business days following the Due Diligence Period <br /> Termination,Chamber shall have the right,exercisable by giving written notice to City,to cancel <br /> the escrow,terminate this Agreement, and recover any and all amounts paid by Chamber to City <br /> or deposited with the Escrow Agent by or on behalf of Chamber. The exercise of this right by <br /> Chamber shall not constitute a waiver by Chamber of any other rights Chamber may have at law <br /> or in equity. If Chamber fails to deliver notice of its election to terminate the Agreement by the <br /> Due Diligence Termination date, Chamber shall be deemed to have conclusively approved the <br /> condition of the Office Parcel and to have agreed to accept the Office Parcel on the Closing Date <br /> in its condition as of the Due Diligence Period Termination, subject to Sections 22, 23 and 24 <br /> below. <br /> 17. Studies,Reports and Investigations. Each Party agrees to make available to the other <br /> Party within two (2)business days following the Effective Date, any and all information, studies, <br /> 6 <br />
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