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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BY PLACING ITS INITIALS BELOW, BUYER SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THE VALIDITY OF THE RELEASES MADE ABOVE AND THE FACT THAT BUYER WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CON7�QUCES OF THE ABOVE RELEASES. INITIALS: BUYER: 5. CONDITIONS PRECEDEN 5.1 Buyer's Conditions Precedent Buyer's obligation to purchase the Property is conditioned upon the following: (a) At or before the Closing, Title Company shall have issued or shall have committed to issue to Buyer its standard form CLTA Owner's Policy of Title Insurance or at Buyer's option an ALTA Owner's Policy of Title Insurance showing fee title to the Property vested in Buyer subject to the Conditions of Title, with any endorsements reasonably requested by Buyer ("Title Policy"). The Title Policy shall be issued with liability in an amount equal to the Purchase Price. Buyer shall pay for the expense of the Title Policy. (b) Buyer's review and approval of the physical condition of the Property on or before expiration of the Contingency Period. (c) Buyer's review and approval of all zoning, land use, building, environmental and other statutes, rules, or regulations applicable to the Property on or before expiration of the Contingency Period. (d) Buyer's review and approval of soils reports and other documents of significance to the Property in City's possession on or before expiration of the Contingency Period. (e) Buyer's review and approval of environmental studies related to the Property, including without limitation any Phase I or Phase II environmental reports on or before expiration of the Contingency Period. (f) Buyer shall have obtained a resolution of the Pleasanton City Council authorizing and approving the transactions contemplated by this Agreement on or before January 31, 2017. 5.2 Contingency Period Buyer shall have until 5:00 p.m. San Francisco Time on the date that is the earlier to occur of (i) ten (10) business days after the Effective Date, or (ii) sixty (60) days after the Agreement Date (the "Contingency Period") to review and approve or waive Buyer's Conditions set forth in Section 5.1(b) through (e) above. If Buyer elects to proceed with the purchase of the Property, then Buyer shall, before the expiration of the Contingency Period, notify City in writing that Buyer has approved all such matters. If before the end of the Contingency Period Buyer fails to give City such written notice and fails to object to any of Buyer's Conditions, then Buyer shall be deemed to have waived Buyer's Conditions. Notwithstanding the foregoing, if Buyer objects to any of the matters contained within Section 5.1 within the Contingency Period, then City may, but shall have no obligation to remove or remedy any objectionable matter. If City agrees to remove or remedy the objectionable matter, it shall notify Buyer within ten (10) days following Buyer's notice of objection, and the Closing Date (as defined in Section 6.2 below) shall be delayed for so long as City diligently pursues such removal or remedy. If and when City elects not to remove or remedy the objectionable matter, which City may do at any time including following an initial election to pursue remedial or corrective actions, this Agreement shall automatically terminate, the Deposit (excluding the Initial Deposit) shall be returned to Buyer, and neither Party shall