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regulations, describing in Developer’s case the Project being developed. This provision shall
survive Closing.
Section 4.3, Condemnation.
If before the Closing all or any portion of the Property is taken under the power of eminent
domain or is transferred in lieu of such taking, and such taking or transfer materially interferes
with Developer’s contemplated development of the Property, Developer may, at its option, (i)
terminate this Contract by notice to EDA within thirty (30) days after Developer is notified of such
taking or transfer, in which case return of the Deposit shall be the sole and exclusive remedy, and
the parties will have no further rights and obligations hereunder, except for those rights and
obligations that expressly survive the termination of this Contract, or (ii) proceed to Closing, with
a proportionate reduction in the Purchase Price.
Section 4.4. Time is of the Essence.
Time is of the essence as to the performance of the terms and conditions of this Contract.
To the extent any provisions of this Contract specifically state that time is of the essence, such
specific provisions are not intended to mean that time is not of the essence as to the remaining
provisions of this Contract.
Section 4.5. EDA’s Representations.
a) For the purpose of this Contract and each of the documents executed in
connection herewith, “to the best of EDA’s knowledge” shall specifically mean the current and
actual knowledge of EDA, without investigation or inquiry. EDA represents and warrants to
Purchaser as of the Effective Date as follows:
(1) — The execution and delivery of this Contract and the Development
Agreement, and EDA’s performance under this Contract and the
Development Agreement, are within EDA’s powers and have been duly
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