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Section 3.2, Consideration.
(a) In consideration for EDA’s conveyance of the Property to Developer, Developer
shall pay to EDA One Dollar ($1) (the “Purchase Price”), Developer shall be obligated to design,
construct, and equip the Commercial Facilities at Developer’s sole expense pursuant to the terms
of this Contract.
Section 3.3. Conditions of Developer’s Obligation to Close.
The obligation of Developer to close hereunder is expressly conditioned upon the
fulfillment by and as of the Closing Date of each of the conditions listed below, provided, however,
that Developer at its election, evidenced by notice delivered to EDA prior to or at the Closing, may
waive any or all of the following conditions:
(a) All representations, warranties, acknowledgments and covenants made by EDA in
this Contract shall be true and correct in all material respects (i) as of the date hereof and (ii) as of
the Closing Date, as if made originally on the Closing Date.
(b) No laws, statutes, ordinances, governmental orders, regulations, rules or
requirements shall have been enacted, adopted, issued or otherwise promulgated, and/or shall be
in force, that would prevent the use and development of the Project in accordance with this
Contract, the zoning of the Property, or in accordance with the Development Agreement or any
related agreements to which EDA is a party, or to which Developer is a party.
(c) Developer is able to obtain a Title Commitment insuring fee simple title to the
Property upon Closing with no exceptions unacceptable to Developer.
(@) (i) The Parties have entered into a Development Agreement and (ii) the Developer
and the Government shall have entered into the LURA.
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4924-8886-8988, v. 12
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