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Housing and Community Development Authority (“IHCDA”) for the Intended Use. If the <br />LIHTC reservation is not received within one hundred and forty (140) days of IHCDA <br />accepting Buyer’s application for review, this Agreement shall terminate at Buyer’s <br />election and in such event all Earnest Money shall be returned to Buyer. Bu yer represents <br />that IHCDA intends to accept project applications on or around July 28, 2026 and announce <br />reservations ("Reservation") on or about November 19, 2026. In the event Buyer fails to <br />submit its application to IHCDA prior to the published deadline this Agreement shall <br />terminate and all Earnest Money shall be returned to Buyer. In the event that Buyer obtains <br />a LIHTC Reservation from IHCDA but is unable to obtain a commitment for an equity <br />investment from a tax credit investor on terms that are satisfactory to Buyer, in Buyer’s <br />sole discretion and in an amount sufficient for the Intended Use, within six (6) months after <br />obtaining the LIHTC Reservation from IHCDA, despite Buyer’s best reasonable efforts, <br />this Agreement shall terminate at Buyer’s election and in such event all Earnest Money <br />shall be returned to Buyer. <br />C.If at any time on or before December 31, 2026 (the “Contingency Date”), <br />Buyer determines, for any reason, in Buyer’s sole discretion, that the Property or the <br />transaction described herein is unacceptable to Buyer, then Buyer shall have the right to <br />terminate this Agreement by giving written notice of termination to Seller at any time on <br />or before the Contingency Date in which event, at Buyer’s election, all Earnest Money <br />shall be returned to Buyer (“Buyer's Contingency”). Any failure by Buyer to give such <br />notice shall constitute an election by Buyer to not so terminate, in which event Buyer’s <br />right to terminate this Agreement shall be deemed to have been waived. Following any <br />termination of this Agreement, the parties shall be relieved of any further obligations or <br />liabilities under this Agreement, except those obligations that expressly survive <br />termination hereof. <br />D.In anticipation of performing its obligations under Section 9 below, Buyer <br />will prepare plans and specifications for constructing a new building on the Property and <br />all other related improvements (collectively, the “Property Improvements”), including <br />plans and specifications for the manner in which the new building will be designed (the <br />“Construction Plan”). Buyer agrees to cooperate with the Executive Director, or his <br />designee, of the City’s Department of Community Investment (the “City”) in developing <br />its Construction Plan. <br />5.TITLE INSURANCE; SURVEY. Within thirty (30) days of the Acceptance <br />Date, Seller, at Buyer’s sole cost, shall deliver a written commitment by a title insurance <br />company selected by Buyer (the “Title Company”) to issue to Buyer a current ALTA Form <br />owner’s policy of title insurance with respect to the Property in an amount determined by Buyer <br />(the “Title Commitment”). Buyer shall have the right to obtain, at Buyer’s sole cost, a new or <br />updated survey, in a form determined by Buyer (the “Survey”). Seller's special warranty of <br />title set forth in the deed and Seller’s other representations and warranties, if any, with respect <br />to the Property shall be subject to all exceptions set forth elsewhere in this Agreement and all <br />matters disclosed on the Title Commitment or Survey including, without limitation, all <br />easements, covenants, conditions, restrictions, requirements, standard exceptions and special <br />exceptions, except for monetary liens which will be paid out of Closing. If the Title <br />Commitment or Survey discloses any matters unacceptable to Buyer, in Buyer's sole discretion, <br />(the “Title Defects”), Buyer shall notify Seller of such Title Defects no later than ninety (90) <br />days before the Contingency Date. If Seller fails to correct the Title Defects to Buyer's <br />satisfaction in advance of the Contingency Date, Buyer may (a) terminate this Agreement upon <br />written notice to Seller and all Earnest Money shall be returned to Buyer, or (b) waive Buyer’s