2019/07/17 Council Agenda Packet

5.3 Monetary Encumbrances. Seller hereby agrees to remove any exceptions to title arising out of financial or monetary encumbrances such as deeds of trust, liens, judgments, mortgages and past due taxes and assessments. 5.4 Title Policy. Seller shall cause Title Company to issue an owner's policy of title insurance acceptable to Buyer, subject only to the. Permitted Exceptions (the "Title Policy"). At closing, Seller will pay the cost for a standard owner's policy of title insurance insuring Buyer's title to the Real Property in the full amount of the Purchase Price. Buyer shall pay the costs of extended coverage and any endorsements specified by Buyer or its counsel. Issuance of the standard coverage Title Policy shall be a condition of closing. Issuance of an extended coverage Title Policy is not a condition of closing. 6. Closing Conditions. 6.1 Mutual Closing Conditions. The respective obligations of Seller and Buyer to close the transaction contemplated in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the "Mutual Closing Conditions"): (i) Adverse Proceedings. No litigation or other court action shall have been commenced seeking to obtain an injunction or other relief from such court to enjoin the consummation of the transaction described in this Agreement, and no preliminary or permanent injunction or other order, decree, or ruling shall have been issued by a court of competent jurisdiction or by any governmental authority, that would make illegal or invalid or otherwise prevent the consummation of the transaction described in this Agreement; provided if any of the foregoing shall occur or be in effect as a direct or indirect result of Seller's or Buyer's acts or omissions taken or omitted by such party, the failure of such party to close by reason of any of the foregoing shall constitute a default by such party hereunder, entitling the other party to its rights and remedies hereunder. (ii) Adverse Law. No law, statute, rule, or regulation shall have been enacted that would make illegal or invalid or otherwise prevent. the consummation of the transaction described in this Agreement. If any of the Mutual Closing Conditions is not satisfied at Closing, then each party shall have the right to terminate this Agreement by providing written notice to the other party, in which case the Earnest Money shall be refunded to Buyer, and the parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination. 6.2 Seller Closing Conditions. In addition to the Mutual Closing Conditions, Seller's obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the "Seller Closing Conditions"): 3 36