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2 <br />accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit <br />C (the “Chamber Property Grant Deed”). <br /> <br />3. Conveyance of Office Parcel. City shall convey to Chamber, and Chamber shall <br />accept from City, the Office Parcel in accordance with the terms, covenants and conditions set <br />forth herein. The conveyance of the Office Parcel from City to Chamber shall be accomplished <br />by recordation of a grant deed, substantially in the form attached hereto as Exhibit D (the “Office <br />Parcel Grant Deed”). <br /> <br />4. Consideration. Chamber and City each agree that the fair market value of the <br />Chamber Property is substantially equivalent to the fair market value of the Office Parcel, and <br />that subject to the obligations of each Party expressly set forth in this Agreement, neither Party <br />shall be obligated to pay further consideration to the other Party in connection with the <br />conveyance of the Office Parcel and Chamber Property. <br /> <br /> 5. Escrow; Escrow Instructions. No later than five (5) business days following the <br />Effective Date, the Parties shall open an escrow to consummate the exchange of property <br />pursuant to this Agreement at the office of Old Republic Title Company located at 555 12th <br />Street, Suite 2150, Oakland, California, 94607 (“Title Company” or “Escrow Agent”) or such <br />other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, <br />the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which <br />together with such additional instructions as may be executed by the Parties and delivered to the <br />Escrow Agent, shall serve as the joint escrow instructions of Chamber and City for the property <br />conveyances contemplated hereby. <br />6. Title Documents. No later than seven (7) days following the Effective Date, Chamber <br />shall deliver or cause to be delivered to City an updated title report for the Chamber Property <br />(“Preliminary Report”) setting forth all liens, encumbrances, easements, restrictions, <br />conditions, and other matters of record affecting Chamber’s title to the Chamber Property (“Title <br />Exceptions”) together with copies of all instruments referred to therein, as requested by City. <br />City shall approve or disapprove each Title Exception within seven (7) days following City’s <br />receipt of the Preliminary Report and documents relating to the Title Exceptions. Upon City’s <br />failure to object within such period, any Title Exceptions that are not disapproved shall be <br />deemed to be Permitted Exceptions (as defined in Section 8). <br />If City objects to any Title Exception, Chamber shall use its best efforts at Chamber’s <br />sole expense to remove from title or otherwise satisfy each such exception no later than five (5) <br />business days prior to the close of escrow and in a form that is reasonably satisfactory to City. If <br />Chamber fails to remove or satisfy any Title Exception to the satisfaction of City, City shall have <br />the option, in its sole discretion, to terminate this Agreement or to accept title subject to such <br />exception. In the event City elects to terminate this Agreement, all funds and documents <br />deposited into escrow by or on behalf of City shall be returned to City, and all rights and <br />obligations of the Parties hereunder shall terminate.