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have any further rights or obligations hereunder except as provided in Sections 4.4 [Entry and Indemnity], 8_2 [Brokers], or 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 5.3 City's Condition Precedent The following are conditions precedent to City's obligation to sell the Property to Buyer ("City's Conditions Precedent"): (a) Buyer shall have performed all of its obligations arising under this Agreement and all of Buyer's representations and warranties shall be true and correct. (b) A resolution or ordinance approving and authorizing the transactions contemplated by this Agreement and finding that the public interest or necessity demands, or will not be inconvenienced by the sale of the Property, shall have been adopted or enacted by City's Board of Supervisors and Mayor, at their respective sole and absolute discretion. In the event such resolution or ordinance is not duly adopted or enacted on or before June 30, 2017, the City may terminate this Agreement without penalty in its sole discretion. (c) A resolution approving and authorizing the transactions contemplated hereby shall have been adopted by the SFPUC. 5.4 Failure of City's Conditions Precedent Each of City's Conditions Precedent are intended solely for the benefit of City. If any of City's Conditions Precedent are not satisfied as provided above, at its option, City may terminate this Agreement. Upon termination by City due to a failure of City's Conditions Precedent set forth in Section 5.3(a), the Deposit shall be retained by City and neither Party shall have any further rights or obligations under this Agreement except as provided in Sections 4.4 [Entry and Indemnity], 8_2 [Brokers], or 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. Upon termination by City due to a failure of City's Conditions Precedent set forth in Section 5.3(b) or 5.3(c), the Deposit (excluding the Initial Deposit) shall be returned to Buyer, and neither Party shall have any further rights or obligations hereunder except as provided in Sections 4.4 [Entry and Indemnity], 8.2 [Brokers], or 10.4 [Authority of Buyer] or as otherwise expressly provided in this Agreement. 6. ESCROW AND CLOSING 6.1 Escrow Within three (3) days after the Effective Date, Buyer and City shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale transaction contemplated by this Agreement. City and Buyer shall execute such supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 6.2 Closing Date The Closing shall be held, and delivery of all items to be made at the Closing under the terms of this Agreement shall be made, at the offices of the Title Company on (a) the date that is fifteen (15) days after the later of the expiration of the Contingency Period and the Effective Date, or if such date is not a business day, then upon the next ensuing business day, before 1:00 p.m. San Francisco time or (b) such earlier date and time as Buyer and City may mutually 7