Agmt 2013 San Leandro Chamber of Commerce

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