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OPA: Grimshaw House - City of Anaheim

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the Escrow and this Agreement. If either Party makes a written<br />

demand for the return <strong>of</strong> its money, documents or property, this<br />

Agreement shall not terminate until ten (10) business days after the<br />

Escrow Agent shall have delivered copies <strong>of</strong> such demand to the<br />

other Party at the respective addresses set forth in Section 901 <strong>of</strong><br />

this Agreement. If any objections are raised by written Notice<br />

within such ten (10) day period, the Escrow Agent is authorized to<br />

hold all money, documents or property until instructed by a court<br />

<strong>of</strong> competent jurisdiction or by mutual written instructions <strong>of</strong> the<br />

Parties. If no such objections are timely made, the Escrow Agent<br />

shall immediately return the demanded money and/or documents,<br />

and the escrow cancellation charges shall be paid by the<br />

undemanding Party. Termination <strong>of</strong> the Escrow shall be without<br />

prejudice as to whatever legal rights, if any, either Party may have<br />

against the other arising from this Agreement. If no demands are<br />

made, the Escrow Agent shall proceed with the Closings as soon as<br />

possible consistent with the terms <strong>of</strong> this Agreement. Nothing in<br />

this Section shall be construed to impair or affect the rights <strong>of</strong><br />

Developer to specific performance.<br />

304.10 Closing <strong>of</strong> Escrow. Provided that both Developer’s Conditions Precedent<br />

to Closing and the Agency’s Conditions Precedent to Closing have been satisfied<br />

or waived in writing, the Conveyances <strong>of</strong> the Site shall close on the Closing Dates<br />

(the “Closings”), but in no event later than the Outside Closing Dates. The<br />

Closings shall occur at the Escrow. The Closings shall mean the times and days<br />

that the Grant Deed is filed for record with the Orange County Recorder. The<br />

Closing Dates shall mean the days on which the Closings occur.<br />

304.11 Closing Procedure. The Escrow Agent shall Close the Escrow as<br />

follows:<br />

(A) record the Grant Deed with instruction to the Orange County<br />

Recorder to deliver the Grant Deed to Developer and a conforming<br />

copy there<strong>of</strong> to Agency;<br />

(B) record the Memorandum <strong>of</strong> Agreement with instruction to the<br />

Orange County Recorder to deliver the Memorandum <strong>of</strong><br />

Agreement to Agency and a conforming copy there<strong>of</strong> to Developer;<br />

(C) deliver the Title Policy issued by the Title Company to Developer;<br />

(D file any informational reports required by Internal Revenue Code<br />

Section 6045(e), as amended, and any other applicable<br />

requirements;<br />

(E) deliver the FIRPTA Certificate, if any, to Developer; and<br />

29

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