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terminates the Developer Sales Contract in accordance with Section 3(a) of the Developer Sales <br />Contract, Corporation shall notify City and Title Company of such termination, in which case <br />this Agreement shall terminate. In such event, neither party shall have any further claim against <br />the other party under this Agreement. If Corporation does not timely terminate this Agreement <br />under this Section 3, it shall have no further right to do so under this Section 3; and Corporation <br />shall have waived its right to terminate this Agreement within the Inspection Period. <br />Closing. <br /> 4. <br />(a)Except as extended as provided herein, the closing of the sale of the <br />Property shall occur on the Closing Date at the Title Company. <br />(b)At the Closing, City shall deliver to the Title Company: <br />(i)a special warranty deed, in form and substance reasonably <br />acceptable to City, Corporation, and Developer conveyinggood and indefeasible <br />title to the Property to Corporation, free and clear of any and all encumbrances <br />subject only to the Permitted Exceptions; <br />(ii)Such documents as may be reasonably required by Title Company <br />in order for Title Company to issue a Title Policy in favor of Developer as the <br />insured owner pursuant to Section 5 of the Developer Sales Contract; <br />(iii)Evidence of City’s authority to close this transaction as may be <br />required by the Title Company; and <br />(iv)Settlementstatement, and such other documents as Title Company <br />may reasonably require. <br />(b) At the closing, Corporation shall deliver to City through Title Company: <br />(i)the Purchase Price in cash or immediately available funds, <br />inclusive of the Earnest Money previously paid by Developer and placed in <br />Escrow pursuant to the Developer Sales Contract but less Corporation’s Closing <br />cost deducted from the Purchase Price in accordance with the Developer Sales <br />Contract; <br />(ii)the Restriction Agreement signed by Corporation and Developer; <br />and <br />(iii)such other documents that the Title Company may reasonably <br />require of Corporation. <br />With respect to the issuance of the title policy, Cityagrees to execute such documents as <br />required by the Title Company to allow the cost of the Owner’s Title Policy and any <br />related endorsements that are required to be issued pursuant to the DeveloperSales <br />PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO <br />LA PORTE DEVELOPMENTCORPORATION – PAGE 4 <br /> <br />