Common use of Mutual Conditions to Close of Escrow Clause in Contracts

Mutual Conditions to Close of Escrow. The following are conditions precedent to both Parties’ obligations to close Escrow for each fee conveyance of real property from the Agency to Developer, to the extent not expressly waived by both Developer and the Agency in writing (although the provisions of paragraphs (a) through (c) are not waivable): (a) the conditions in Article 6 regarding any applicable Public Trust Exchange have been met; (b) the City has approved, and the Agency with Developer’s Approval has recorded, a Transfer Map for the applicable property or has otherwise complied with the California Subdivision Map Act; (c) this DDA shall not have terminated as to such real property; conveyed; (d) the Agency shall have fee title to the real property being (e) the Title Company shall be irrevocably committed to issue to Developer, upon Developer’s payment of the premium, the title insurance required by Section 10.2.4 for the real property, although Developer may elect to take title subject to completion of the Quiet Title Action necessary to remove the exceptions subject to those actions, in which event the Agency and Developer will complete the Quiet Title Action as soon as commercially reasonable following close of Escrow; (f) if real property at the Shipyard Site does not meet the closing conditions set forth in section 3(e) of the Conveyance Agreement, then on or before close of Escrow for the initial conveyance from the Agency to Developer of such real property (i) the Agency and Developer shall have Approved in their respective sole discretion an Early Transfer Cooperative Agreement between the Navy and the Agency (an “Early Transfer Agreement”) and a Remediation Agreement that together provide for the assumption by the Agency or Developer of the responsibility for the completion of the remaining Environmental Remediation obligations at such property and includes access to funds provided by the Navy that the Agency and Developer agree in their respective sole discretion are sufficient to perform such Environmental Remediation and (ii) the agreed-upon instruments therefor shall have been formally adopted by the Agency Commission and the Board of Supervisors, as and to the extent required; and (g) if not previously approved as part of a Major Phase Approval or Sub-Phase Approval, the Agency and Developer shall have identified the specific location of the Community Facilities Lots and the Agency Lots within the real property being conveyed, if any.

Mutual Conditions to Close of Escrow. The following are conditions precedent to both Parties’ obligations to close Escrow for each fee conveyance of real property from the Agency Authority to Developer (or, with respect to the Critical Commercial Parcels, Developer’s and the Authority’s obligation to enter into an LDDA for the Critical Commercial Parcels to the extent such condition precedent is applicable), to the extent not expressly waived by both Developer and the Agency Authority in writing (although the provisions of paragraphs (a) through (c) are not waivable): (a) the Authority and State Lands shall have executed the Public Trust Exchange Agreement and the conditions in Article 6 regarding any applicable Public Trust Exchange have been met; (b) the Authority and the Navy shall have executed the Conveyance Agreement; (c) the City has approved, and the Agency Authority with Developer’s Approval has recorded, a Transfer Final Subdivision Map for the applicable property or has otherwise complied with the California Subdivision Map Act; (cd) this DDA shall not have terminated as to such real property; conveyed; (de) the Agency Authority shall have fee title to the real property being (ef) the Title Company shall be irrevocably committed to issue to Developer, upon Developer’s payment of the premium, the title insurance required by Section 10.2.4 for the real property, although Developer may elect to take title subject to completion of the Quiet Title Action necessary to remove the exceptions subject to those actions, in which event the Agency Authority and Developer will complete the Quiet Title Action as soon as commercially reasonable following close of Escrow; (f) if real property at the Shipyard Site does not meet the closing conditions set forth in section 3(e) of the Conveyance Agreement, then on or before close of Escrow for the initial conveyance from the Agency to Developer of such real property (ig) the Agency Authority and Developer shall have Approved in their respective sole discretion an Early Transfer Cooperative Agreement between agreed on the Navy Minimum Bid Price for the Residential Auction Lots and the Agency (an “Early Transfer Agreement”) and a Remediation Agreement that together provide for Non-Critical Commercial Lots within the assumption by real property to be conveyed and, if applicable, the Agency or Developer of the responsibility for the completion of the remaining Environmental Remediation obligations at such property and includes access to funds provided by the Navy that the Agency and Developer agree in their respective sole discretion are sufficient to perform such Environmental Remediation and (ii) the agreed-upon instruments therefor shall have been formally adopted by the Agency Commission and the Board of SupervisorsExcess Land Appreciation Structure, as and to the extent required; and (g) if not previously approved either as part of a Major Phase Approval Approval, or in connection Sub-Phase ApprovalApplication requesting a change to a previously approved Minimum Bid Price or Excess Land Appreciation Structure, which change has been approved by the Agency Navy to the extent required under the Conveyance Agreement; (h) in the event there are tenants or other occupants that are actually and Developer shall have identified the specific location lawfully occupying any portion of the Community Facilities Lots property in the applicable Sub-Phase who are entitled under the Transition Housing Rules and Regulations or by applicable law to relocation assistance, such tenants or occupants have been provided Transition Benefits to which they are entitled in accordance with the Agency Lots within Transition Housing Rules and Regulations or such applicable law (the real property being conveyed“Transition Requirements”), if anyor this condition has otherwise been satisfied in accordance with the procedures set forth in Section 8.4(c) of the Housing Plan.

Mutual Conditions to Close of Escrow. The following are conditions precedent to both Parties’ obligations to close Escrow for each fee conveyance of real property from the Agency to Developer, to the extent not expressly waived by both Developer and the Agency in writing (although the provisions of paragraphs (a) through (c) are not waivable): (a) the conditions in Article 6 regarding any applicable Public Trust Exchange have been met; (b) the City has approved, and the Agency with Developer’s Approval has recorded, a Transfer Map for the applicable property or has otherwise complied with the California Subdivision Map Act; (c) this DDA shall not have terminated as to such real property; conveyed; (d) the Agency shall have fee title to the real property beingbeing conveyed; (e) the Title Company shall be irrevocably committed to issue to Developer, upon Developer’s payment of the premium, the title insurance required by Section 10.2.4 for the real property, although Developer may elect to take title subject to completion of the Quiet Title Action necessary to remove the exceptions subject to those actions, in which event the Agency and Developer will complete the Quiet Title Action as soon as commercially reasonable following close of Escrow; (f) if real property at the Shipyard Site does not meet the closing conditions set forth in section 3(e) of the Conveyance Agreement, then on or before close of Escrow for the initial conveyance from the Agency to Developer of such real property (i) the Agency and Developer shall have Approved in their respective sole discretion an Early Transfer Cooperative Agreement between the Navy and the Agency (an “Early Transfer Agreement”) and a Remediation Agreement that together provide for the assumption by the Agency or Developer of the responsibility for the completion of the remaining Environmental Remediation obligations at such property and includes access to funds provided by the Navy that the Agency and Developer agree in their respective sole discretion are sufficient to perform such Environmental Remediation and (ii) the agreed-upon instruments therefor shall have been formally adopted by the Agency Commission and the Board of Supervisors, as and to the extent required; and (g) if not previously approved as part of a Major Phase Approval or Sub-Phase Approval, the Agency and Developer shall have identified the specific location of the Community Facilities Lots and the Agency Lots within the real property being conveyed, if any.

Mutual Conditions to Close of Escrow. The following are conditions precedent to both Parties’ obligations to close Escrow for each fee conveyance of real property from the Agency Authority to Developer (or, with respect to the Critical Commercial Lots, Developer’s and the Authority’s obligation to enter into an LDDA for the Critical Commercial Lots to the extent such condition precedent is applicable), to the extent not expressly waived by both Developer and the Agency Authority in writing (although the provisions of paragraphs (a), (b) through and (cc)(i) are not waivable): (a) the Authority and State Lands shall have executed the Public Trust Exchange Agreement and the conditions in Article 6 regarding any applicable Public Trust Exchange have been met; (b) the Authority and the Navy shall have executed the Conveyance Agreement; (c) the following mapping actions shall have occurred: (i) the City has approved, and the Agency Authority with Developer’s Approval has recorded, a Transfer Map for the applicable property or has otherwise complied with the California Subdivision Map Act; and (ii) Developer shall have received approval of a Tentative Subdivision Map covering the real property to be conveyed within the Sub-Phase (except for Unrelated Infrastructure and Related Infrastructure outside of the Sub- Phase); conveyed; (cd) this DDA shall not have terminated as to such real property; conveyed; (de) the Agency Authority shall have fee title to the real property being (ef) the Title Company shall be irrevocably committed to issue to Developer, upon Developer’s payment of the premium, the title insurance required by Section 10.2.4 for the real property, although Developer may elect to take title subject to completion of the Quiet Title Action necessary to remove the exceptions subject to those actions, in which event the Agency and Developer will complete the Quiet Title Action as soon as commercially reasonable following close of Escrow;by (f) if real property at the Shipyard Site does not meet the closing conditions set forth in section 3(e) of the Conveyance Agreement, then on or before close of Escrow for the initial conveyance from the Agency to Developer of such real property (ig) the Agency Authority and Developer shall have Approved in their respective sole discretion an Early Transfer Cooperative Agreement between agreed on the Navy minimum bid price for the Residential Auction Lots and the Agency Non-Critical Commercial Lots within the real property to be conveyed (an the “Early Transfer AgreementMinimum Bid Price”) and a Remediation Agreement that together provide for and, if applicable, the assumption by the Agency or Developer of the responsibility for the completion of the remaining Environmental Remediation obligations at such property and includes access to funds provided by the Navy that the Agency and Developer agree in their respective sole discretion are sufficient to perform such Environmental Remediation and (ii) the agreed-upon instruments therefor shall have been formally adopted by the Agency Commission and the Board of SupervisorsExcess Land Appreciation Structure, as and to the extent required; and (g) if not previously approved either as part of a Major Phase Approval Approval, or in connection Sub-Phase ApprovalApplication requesting a change to a previously approved Minimum Bid Price or Excess Land Appreciation Structure, which change has been approved by the Agency Navy to the extent required under the Conveyance Agreement; (h) in the event there are tenants or other occupants that are actually and Developer shall have identified the specific location lawfully occupying any portion of the Community Facilities Lots property in the applicable Sub-Phase who are entitled under the Transition Housing Rules and Regulations or by applicable law to relocation assistance, such tenants or occupants have been provided Transition Benefits to which they are entitled in accordance with the Agency Lots within Transition Housing Rules and Regulations or such applicable law (the real property being conveyed“Transition Requirements”), if anyor this condition has otherwise been satisfied in accordance with the procedures set forth in Section 8.4(c) of the Housing Plan.