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<br /> 3 <br /> <br />3.5 Independent Consideration. As independent consideration for Seller’s <br />entering into this Agreement to sell the Property to Buyer, Buyer shall deliver the sum of Ten <br />Dollars ($10.00) to Seller through Escrow (“Independent Consideration”). In the event that Buyer <br />terminates this Agreement in accordance with Section 3.4 above, Seller shall retain the Independent <br />Consideration and shall refund the Deposit to Buyer; in the event that Buyer does not terminate this <br />Agreement as aforesaid, the Independent Consideration shall be applied to the Purchase Price at <br />Closing. <br /> 4. PROPERTY DISCLOSURE REQUIREMENTS. <br />4.1. Condition of Title/Preliminary Title Report. Escrow Holder has delivered <br />a Preliminary Title Report for the Property (the “Preliminary Report”) to Buyer. Within thirty <br />(30) days of the execution of this Agreement, Buyer shall review and approve the Preliminary <br />Report and all exceptions to title contained in the Preliminary Report. Buyer shall have the right <br />to approve or disapprove, as a condition to the Close of Escrow, any exceptions to title to the <br />Property. <br />4.2. Environmental and Natural Hazards Disclosure. California Health & <br />Safety Code section 25359.7 requires owners of non-residential real property who know, or have <br />reasonable cause to believe, that any release of hazardous substances are located on or beneath <br />the real property to provide written notice of same to the buyer of real property. Other applicable <br />laws require Seller to provide certain disclosures regarding natural hazards affecting the <br />Property. Seller agrees to make all necessary disclosures required by law. <br /> 5. CLOSING AND PAYMENT OF PURCHASE PRICE. <br />5.1. Closing. The closing (the “Closing,” “Closing Date” or “Close of <br />Escrow”) will occur on or before the date which is ten (10) days after Buyer’s receipt of the <br />Approvals (as hereafter defined) and removal of the Entitlements Contingency (as hereafter <br />defined). <br />5.2. Buyer’s Conditions to Closing. Buyer's obligation to purchase the <br />Property is subject to the satisfaction of all of the following conditions or Buyer's written waiver <br />thereof (in Buyer’s sole discretion) on or before the Closing Date: <br />(a) Buyer has approved the condition of the Property and the due <br />diligence documents. Buyer will have sixty (60) calendar days from the Opening of Escrow (the <br />“Due Diligence Contingency Period”) to complete physical inspections of the Property, review <br />the due diligence documents, and complete due diligence related to the purchase of the Property. <br />Seller shall provide to Buyer copies of all reasonably available and known documents relating to <br />the ownership and operation of the Property, including but not limited to plans, permits and <br />reports (environmental, structural, mechanical, engineering and land surveys) that Seller has in <br />its possession not later than two (2) business days following the execution and delivery of this <br />Agreement. <br /> Buyer shall have the right to conduct such tests, engineering and <br />such feasibility and other studies regarding the Property, including an environmental audit, as it <br />considers prudent at a mutually convenient time upon at least two (2) business days’ notice to