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3.04 Opening Escrow. <br />To accomplish the purchase and transfer of the Property, the Parties shall <br />upon execution of this Agreement establish an escrow with Placer Title Company, <br />801 Davis Street, San Leandro, CA 94577, Escrow Officer Judith Gibson, (the <br />"Escrow Agent"). The Parties shall execute and deliver all written instructions to the <br />Escrow Agent to accomplish the terms hereof, so long as such instructions are <br />consistent with this Part. <br />3.05 Close of Escrow. <br />The above -mentioned escrow shall close forty-five (45) days after <br />contingencies have been satisfied, provided that as of the Closing Date, there shall <br />have been no material adverse change in the physical or title conditions of the <br />Property from the conditions theretofore approved by Developer; and that no <br />moratorium, statute, order, regulation, ordinance, legislation, judgment, ruling, <br />assessment or decree of any court or governmental agency shall have been enacted, <br />adopted, issued, entered, or be pending that could materially and adversely affect the <br />Property and/or Developer's ability to develop and operate its Improvements. <br />3.06 Condition of Title. <br />Upon close of escrow the Agency shall convey the Property to Developer, <br />subject to the following: <br />(i) the conditions and effect of the Redevelopment Plan, as such plan then <br />exists or is thereafter from time to time amended; <br />(ii) applicable building and zoning laws and regulations; <br />(iii) the provisions of this Agreement; <br />(iv) any lien for taxes accruing subsequent to recordation of the Deed; <br />(v) assessments, conditions, covenants, restrictions or easements of record <br />as otherwise approved by Developer in writing. <br />Disposition and Development Page 10 of 39 <br />Agreement (Automall) <br />10/2/96 <br />