Agmt 2016 Sansome Pacific Properties, Inc. #3054

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3.5 Independent Consideration. As independent consideration for Seller's entering into this Agreement to sell the Property to Buyer, Buyer shall deliver the sum of Ten Dollars ($10.00) to Seller through Escrow ("Independent Consideration"). In the event that Buyer terminates this Agreement in accordance with Section 3.4 above, Seller shall retain the Independent Consideration and shall refund the Deposit to Buyer; in the event that Buyer does not terminate this Agreement as aforesaid, the Independent Consideration shall be applied to the Purchase Price at Closing. 4. PROPERTY DISCLOSURE REQUIREMENTS. 4.1. Condition of Title/Preliminary Title Report. Escrow Holder has delivered a Preliminary Title Report for the Property(the "Preliminary Report")to Buyer. Within thirty (30) days of the execution of this Agreement, Buyer shall review and approve or disapprove the Preliminary Report and all exceptions to title contained in the Preliminary Report(the"Title Review Period"). Buyer shall have the right to approve or disapprove, as a condition to the Close of Escrow, any exceptions to title to the Property. Buyer shall notify Seller in writing ("Title Objection Notice")on or before the expiration of the Title Review Period if Buyer objects to the condition of title as shown on the Preliminary Report. Buyer shall be deemed to have disapproved the condition of title as shown on the Preliminary Report if Buyer fails to deliver to Seller the Title Objection Notice by the expiration of the Title Review Period. If Buyer timely delivers to Seller the Title Objection Notice, Seller shall notify Buyer in writing, within thirty (30) days after Seller's receipt of the Title Objection Notice of Seller's election to either cure or satisfy all or some of the objections ("Objections") set forth in the Title Objection Notice and/or to not cure or satisfy any of the Objections. Seller shall have until the Closing to cure or satisfy any Objections that Seller elects to cure or satisfy and Seller's failure to do so by the Closing shall constitute a default by Seller under this Agreement. If Seller fails to notify Buyer in writing of its election within the thirty(30) day period referenced above, Seller shall be deemed to have elected not to cure or satisfy any of the Objections. If Seller notifies Buyer in writing of its election not to cure or satisfy any of the Objections or is deemed to have elected not to cure or satisfy any of the Objections,then Buyer shall either(a)waive the Objections and proceed with the Closing pursuant to all of the terms of this Agreement, or(b)terminate this Agreement. Buyer shall notify Seller in writing of its election either to waive the Objections or terminate this Agreement pursuant to the foregoing sentence within ten(10) days after Buyer's receipt of Seller's response to the Title Objection Notice (or within 10 days after expiration of Seller's 30- day period to respond, if Seller fails to respond). If Buyer fails to notify Seller in writing of its election to either waive the Objections or terminate this Agreement within the time period provided above, Buyer shall be deemed to have terminated the Agreement. Any exceptions listed in the Preliminary Report to which Buyer shall not object within the time periods set forth above (or which Buyer shall have approved or deemed to have approved, or waived or deemed to have waived) shall be deemed to be "Permitted Exceptions." If Buyer terminates this Agreement or is deemed to terminate this Agreement pursuant to this Section 4.1,then(i) all of the obligations, rights, and liabilities of Buyer and Seller to each other hereunder shall terminate, except for those which expressly survive the termination of this Agreement, and (ii)Escrow Agent shall immediately return the Deposit and any interest accrued thereon to Buyer. Notwithstanding the foregoing, Seller shall cure any Objections which may be removed or satisfied by the payment of money from the proceeds of the sale of the Property. 3