5.1. HRSR 12-06-2004 - Laserfiche WebLink

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shall occur simultaneously with the Closing on the Jackson Block Property in accordance with the further provisions of this Article III or, if this Agreement has been terminated as it relates to the Jackson Block Property as provided in Section 3.1(d), upon satisfaction of the conditions to conveyance of the Bluff Block Property only. (f) The City shall have the sole and exclusive discretion to settle or not settle any condemnation proceeding including, but not limited to, the payment for City Acquisition Costs and Relocation Costs and Expenses; provided, that the City will consult with the Developer before entering into any settlement agreement related to the acquisition of the Bluff Block Property. Section 3.6 Contingencies to Closing on Jackson Block Property. (a) Developer's Contingencies. Developer's obligation to close on the purchase of the Jackson Block Property is expressly conditioned upon the City having performed all of the obligations required to be performed by the City under this Agreement as of the Closing Date, including but not limited to, delivery of all of the City's Documents described in Section 3.7(b) hereof. In addition, the Developer's obligation to close on the purchase of the Jackson Block Property is conditioned on the satisfaction, or waiver by the Developer, of all of the following conditions precedent: (i) The Developer shall have reviewed and approved title to the Jackson Block Property as described in Section 3.3; (ii) The Developer shall have secured financing acceptable to the Developer for the acquisition and construction of the Minimum Improvements; (iii) The Developer shall have satisfied itself that the environmental and soils conditions on the Development Property are acceptable to the Developer for its intended purposes; and (iv) The Developer shall have obtained all governmental and other approvals that must be obtained to authorize the construction and operation of the Minimum Improvements. (b) City's Contingencies. The City's obligation to close on the sale of the Jackson Block Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (i) The Developer shall have delivered to the City a pro forma budget for the Minimum Improvements showing all sources and uses of funds and a timetable, acceptable to the City for the construction of the Minimum Improvements; (ii) The Developer shall have satisfied any contingencies of the Construction Lender to providing the Construction Loan for the Minimum Improvements; • (iii) The Developer shall have delivered to the City evidence acceptable to the City that the Developer and/or the City has fee title to all of the Bluff Block Property; 1674205v8 19