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DRAFT 4.5.2022 the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. 4. Representations Ongoing. The representations and warranties set forth above shall be continuing and shall be true and correct as of the Date of Closing, as hereinafter defined, with the same force and effect as if made at that time. All such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed or other instruments of conveyance called for in this Agreement. 5. Sale/Conveyance of the Property. In order to facilitate the financial feasibility of the Project and in consideration of the Developer's fulfillment of its covenants and obligations under this Agreement, and subject to the conditions precedent to closing outlined herein, the Authority agrees to sell the Property to the Developer and the Developer agrees to purchase the Property from the Authority for Sixty Thousand and no/100 Dollars ($60,000.00) (the "Purchase Price"). The Developer agrees to deposit Earnest Money in the amount of Five Thousand and no/100 Dollars ($5,000.00) (the "Earnest Money") with Land Title, Inc. The Developer shall provide the remainder of the Purchase Price to the Authority on the Date of Closing. Provided that the Developer complies with the terms and conditions hereof, the Authority agrees to convey title and possession of the Property to the Developer at the Date of Closing by quit claim deed in the form attached hereto as Exhibit B (hereinafter the "Property Deed"). The conveyance of the Property and the Developer's use of the Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement and the Property Deed. The conveyance of title to the Property and the Developer's use of the Property shall also be subject to the building and zoning laws and ordinances and all other City, State and federal laws and regulation, easements and rights of way. 6. Personal Property Included in Sale. There are no items of personal property or fixtures owned by the Authority and currently located on the Property for purposes of this sale. 7. Condition of Title. The Developer shall obtain the title evidence determined necessary or desirable to the Developer. In the event that there are any title issues, the Developer shall be solely responsible for resolving those issues at its own expense. The Authority shall have no obligation to cure any defects in the title of the Property. 8. Financing. Before conveyance of the Property by the Authority, the Developer agrees to submit to the Authority evidence of a commitment for financing which is adequate, in the Authority's sole opinion, for the construction of the Minimum Improvements, as hereinafter defined in Section 13 of this Agreement. If the Authority finds that the financing is sufficiently committed and adequate in amount to provide for the construction of said improvements, the Authority shall notify the Developer in writing of its approval. Such approval shall not be unreasonably withheld. If the Authority rej ects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection and the Developer shall have 30 days thereafter to submit a commitment for additional or alternate financing acceptable to the Authority. If the Developer fails to submit a commitment for financing acceptable to the Authority within said period of time or any additional period to which the DOCSOPEN\MU205\53\788760.v5-4/5/22