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or approvals, or delays of Contractors (as defined in the Development Agreement) due to such
causes, unexpected soil or below ground conditions that impairs construction of the Project, or any
other cause or contingency similarly beyond the control of the Parties or the Developer’s
Contractors.
ARTICLE II
AGREEMENT TO CONVEY
Section 2.1. Conveyance of Property “As Is”.
EDA will convey the Property to Developer by special warranty deed (“Deed”) which title
shall be good and marketable and free of any liens, encumbrances, or other title defects which
would prohibit or impair the Developer’s intended use of the Property for the purposes
contemplated by this Contract except those which EDA has declined to cure pursuant to the
provisions of this Section 2.1. Within ten (10) days after the Effective Date, Developer at its
expense shall obtain a commitment for title insurance for the Property (the “Title Commitment”)
from Terra Nova Title & Settlement Services (the “Title Company”). During the Review Period
(as defined below), EDA shall have until the earlier of (i) twenty (20) days after the date Developer
provides EDA with written notice of any title defects which are not acceptable to Developer and/or
its lender, or (ii) the final day of the Review Period (the “Review Period Expiration Date”) to
elect in writing whether it will endeavor to cure or elect not to cure any such title defects. If the
EDA does decline to cure any defect, or does not complete the cure of any title defect or prior to
the Review Period Expiration Date, the Developer shall have the right to terminate this Contract
and to receive the return of the Deposit as its exclusive remedy for termination of this Contract
and any related claim, 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. Developer
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