Agmt 2017 BAU Bay Area Urban Development, LLC 3190

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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, or Seller terminates this Agreement in accordance with Section 3.5 above, Seller shall retain the Independent Consideration; 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 shall deliver a Preliminary Title Report for the Property (the "Preliminary Report") to Buyer within three (3) days after the Opening of Escrow. Buyer shall have until the end of the Due Diligence Contingency Period to approve the condition of title to the Property. If Buyer delivers the Approval Notice, Buyer agrees to take title to the Property subject to the following "Permitted Exceptions": (a) standard printed exceptions in the Preliminary Report; (b) general and special real property taxes and assessments constituting a lien not yet due and payable; and (c) the Schedule B exceptions to the title referenced in the Approval Notice. 4.2 Environmental and Natural Hazards Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require Seller to provide certain disclosures regarding natural hazards affecting the Property. Seller agrees to make all necessary disclosures required by law. 5. CLOSING AND PAYMENT OF PURCHASE PRICE. 5.1 Closing. The closing (the "Closing" or "Close of Escrow") will occur no later than sixty (60) days after the end of the Due Diligence Contingency Period ("Closing Date"). In the event the Closing has not occurred due to a delay beyond the Buyer's control, then Close of Escrow may be extended up to an additional twenty (20) days (the "Extension Period") at the sole discretion of the Executive Director of the Seller. If Close of Escrow has not occurred by the end of the Extension Period, Buyer may elect to terminate this Agreement. 5.2 Buyer's Conditions to Closing. Buyer's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Buyer's written waiver thereof (in Buyer's sole discretion) on or before the Closing Date: (a) Buyer will have ninety (90) days from the Opening of Escrow (the "Due Diligence Contingency Period") to complete physical inspections of the Property and due diligence related to the purchase of the Property. Seller shall provide to -3 - 2804568.2