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Attachment A Conditions (1), (4) and (6) are solely for the benefit of the City, and may be waived by the City. Condition (5) is solely for the benefit of the Redeveloper, and may be waived by the Redeveloper. Conditions (2) and (3) are for the benefit of both parties and may be waived by either party. (b) The closing on conveyance of the Redevelopment Property from the City to the Redeveloper ("Closing") shall occur upon satisfaction of the conditions specified in this Section, but the first Closing no later than September 30, 2015; subject to the provisions of Section 3.5. Section 3.4. Place of Document EXecution, Delivery and Recording. (a) Unless otherwise mutually agreed by the City and the Redeveloper, the execution and delivery of the deed, documents and the payment of the purchase price shall be made at the offices of the City or such other location to which the parties may agree. (b) The Deed shall be in recordable form and shall be promptly recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. At closing, the Redeveloper shall pay: all recording costs, including state deed tax, in connection with the conveyance of a portion of the Redevelopment Property; title insurance commitment fees and premiums, if any; and title company closing fees, if any. The City shall pay costs of recording any instruments used to clear title encumbrances; and any special assessments outstanding or levied against a portion of the Redevelopment Property as of the Closing date. The parties agree and understand that the Redevelopment Property is exempt from property taxes for taxes payable in 2015. Section 3.5. Title. (a) As soon as practicable after the date of this Agreement, the Redeveloper, at Redeveloper's sole expense, shall obtain a commitment for the issuance of a policy of title for the Redevelopment Property. The Redeveloper shall have twenty (20) days from the date of its receipt of such commitment to review the state of title to the Redevelopment Property and to provide the City with a list of written objections to such title. Upon receipt of the Redeveloper's list of written objections, the City shall proceed in good faith and with all due diligence to attempt to cure the objections made by the Redeveloper. In the event that the City has failed to cure objections within sixty (60) days after its receipt of the Redeveloper's list of such objections, the Redeveloper may by the giving of written notice to the City (i) terminate this Agreement, upon the receipt of which this Agreement shall be null and void and neither party shall have any liability hereunder, other than Redeveloper's obligations under Section 3.09 hereof; or (ii) waive the objections and proceed to Closing. The City shall have no obligation to take any action to clear defects in the title to the Redevelopment Property, other than the good faith efforts described above, except that the obligation to clear any title defects that can be resolved by the payment of money shall be absolute. (b) The City shall take no actions to encumber title to the Redevelopment Property between the date of this Agreement and the time the Deed is delivered to the Redeveloper. (c) The Redeveloper shal] take no actions to encumber title to the Redevelopment Property between the date of this Agreement and the time the Deed is delivered to the Redeveloper. The Redeveloper expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or other liens to the Redevelopment Property prior to the Closing. Notwithstanding termination of this Agreement prior to the Closing, Redeveloper is obligated to 8 7174856v3