Agmt 2017 Beam Development, LLC PSA 3290

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whether or not Buyer will waive its right to object to any of the Objectionable Title Items which Seller is unwilling to remove. If Buyer is unwilling to waive any such Objectionable Title Items which Seller is unwilling to remove this Agreement shall terminate and the entire Initial Deposit shall be returned to Buyer immediately. As used herein the term"Permitted Exceptions" shall mean and refer only to those exceptions to title which Buyer has approved of or which Buyer has disapproved of and which Seller has agreed to remove prior to the Close of Escrow. 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 within five (5) days after the Effective Date. 5. CLOSING AND PAYMENT OF PURCHASE PRICE. 5.1 Closing. The closing (the "Closing"or"Close of Escrow") will occur no later than ninety (90) days after the end of the Due Diligence Contingency Period ("Closing Date"). Buyer shall have the right to extend the Closing Date for five (5)-twelve (12) month Extension Periods (each such Extension is herein referred to as an "Extension Period"). In the event the Closing has not occurred within ninety (90) days after the end of the last Extension Period due to a delay in Buyer's receipt of entitlements for construction of the Project, then Close of Escrow may be extended up to an additional ninety (90) days (the "Final Extension Period") at the discretion of the Executive Director/City Manager of the Seller. Closing must occur by the earlier of(i) the receipt of entitlements for construction of the Project, or(ii) the end of the Final Extension Period. Pursuant to Section 3.3 of this Agreement, Buyer must provide an Additional Deposit of Twenty-Five Thousand Dollars ($25,000) for each 12- month Extension Period. 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 ("Buyer's Conditions Precedent") or Buyer's written waiver thereof(in Buyer's sole discretion) on or before the Closing Date: (a) Buyer will have Twelve (12) months 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 Buyer copies of all reasonably available and known documents relating to the ownership and operation of the Property, including but not limited to plans, permits and reports (environmental, structural, mechanical, engineering and land surveys) that Seller has in its possession not later than five (5) business days following the execution and delivery of this Agreement. All physical inspections must be coordinated with Seller's representative. Buyer hereby agrees to indemnify and hold Seller harmless for any damage to the Property caused (but not merely revealed) solely by Buyer's inspections. (b) Seller has performed all obligations to be performed by Seller pursuant to this Agreement. (c) Seller's representations and warranties herein are true and correct in all material respects as of the Closing Date. 2870353.2 4