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SECTION 3. PURCHASE OF LASALLE PROPERTY AND GRANT OF EASEMENT. 3.1 Purchase. Subject to all of the terms, covenants and conditions of this Agreement, at Closing (as defined below) the Commission shall convey to Developer the LaSalle Property for One Dollar and 00 /100 cents ($1.00) and other valuable consideration, for the purpose of redevelopment of the LaSalle Property in order to serve the purposes of the Act. 3.2 Form of Deed. The Commission shall convey to Developer title to the LaSalle Property by Quitclaim Deed (the "Deed ") at Closing. In addition to the other conditions, covenants and restrictions in this Agreement, such conveyance and title shall be subject to: (a) Applicable building codes and zoning ordinances. (b) Any and all other covenants, restrictions, easements and reservations of record ( "Restrictions "). At Closing, the Parties will sign such other customary documents or instruments as Commission, Developer or the Developer's title insurer may reasonably request in connection with the Closing (including, for example, a sales disclosure form, closing statement and seller's affidavit) and the title insurer's issuance of a title insurance policy to Developer, at Developer's cost. 3.3 Time and Place for Delivery of Deed. Subject to the terms hereof, provided all conditions to Closing have been satisfied (or otherwise waived), the (a) Commission shall deliver the Deed and possession of the LaSalle Property to the Developer by February 3, 2014 (the "Closing ") or such earlier or later date as mutually agreed to between the Parties, and (b) Developer shall accept such conveyance at such time and place. 3.4 Conditions Precedent to Closing. Prior to and as conditions precedent to closing (unless otherwise waived by the Commission or Developer, as the case may be): (a) Developer shall have delivered all documents required to be delivered by the Developer to the Commission pursuant to the terms and conditions of this Agreement within the time specified herein and shall be in form and substance reasonably satisfactory to the Commission; (b) Each of the representations and warranties of the Developer contained herein shall be true in all material respects as of the Closing (as defined herein); and (c) The Developer shall in all material respects have complied with, fulfilled and performed each of the covenants, terms and conditions to be complied with, fulfilled or performed by the Developer hereunder prior to the Closing. (d) The Common Council shall have approved a grant of real property tax abatement for all eligible investments in real property improvements to be undertaken by Developer with respect to the Project according to a schedule reasonably acceptable to Developer which permits the Developer to realize the maximum real property tax abatement applicable to the Project based upon the investment and other written criteria -4- dms.us.52637413.08