Funding; Parcel N4a Transfer Conditions and Remedies. The portion of the Purchase Price attributable to Parcel N4a shall be fully funded at Closing, provided that if on or before the Parcel N4a Outside Date, the Applicable Seller has failed to satisfy the “Parcel N4a Transfer Conditions” (as hereinafter defined), then the Applicable Seller shall retain title to Parcel N4a and pay to Buyer within three (3) business days of the Parcel N4a Outside Date the “Parcel N4a Repurchase Amount” (as hereinafter defined); and concurrently with such payment (but not sooner than two business days after Sellers’ written request), to the extent transferred to Buyer by the Applicable Seller on the Closing Date, Buyer will transfer to the Applicable Seller the residential unit entitlements associated with Parcel N4a. The “Parcel N4a Transfer Conditions” are to (i) complete the final map for Parcel N4a, (ii) deliver to Buyer (x) a Deed to Parcel N4a in accordance with Sections 4.1 and 5.1 (and cause the same to be recorded), (y) all documents under Section 5 insofar as the same relate to Parcel N4a, and (z) an owner’s policy and Binder for Parcel N4a in accordance with the Escrow Instructions with coverage in the amount of the Purchase Price attributable to Parcel N4a and with no exceptions to title other than the exceptions as shown in the Marked-Up PTR for Parcel N4a and such other exceptions as may be permitted under Section 1.9.2, (iii) satisfy the conditions of Sections 4 and 6 as of the Parcel N4a Transfer Date insofar as the same relate to Parcel N4a, and (iv) cause the public improvement agreement associated with such parcel to be assigned, in form reasonably acceptable to Buyer, to FOCIL-MB, simultaneously with such transfer. If the final map for Parcel N4a is completed prior to the Parcel N4a Outside Date, then the Applicable Seller shall cause the Parcel N4a Transfer Conditions to be satisfied promptly and prior to the Parcel N4a Outside Date. In addition to any other right or remedy set forth in this Agreement or otherwise available at law, by statute or in equity, including enforcing payment of the Parcel N4a Repurchase Amount to Buyer, Buyer shall have the right to specifically enforce this Section 1.9 and, in addition, the Development Manager shall be liable for any breach by the Applicable Seller up to the amount of any fees theretofore paid or thereafter payable to the Development Manager under the Development Agreement (and the Development Manager hereby waives any suretyship or guarantor defenses that may othe...
