Kittitas County Real Estate Purchase & Sale Agreement-925 Industrial Way

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1 I I I 1 Within a reasonable time after receiving the title report/title insurance policy,the City shall provide Kittitas County with a written statement of any exceptions to title that it requests be cleared at or prior to the Time of Closing. Upon receiving such statement, Kittitas County shall have ten(10)business days to clear any exceptions not approved by the City. At the conclusion of said period, if clearance of all objectionable exceptions has not been arranged to the City's satisfaction in its sole discretion,the City may then either: i. Terminate this Agreement by providing written notice to the other Parties no later than five(5) days prior to the Time of Closing; thereafter no Party shall have any fiirther rights or liabilities Hereunder; or ii. Reach an agreement with Kittitas County, no later than five (5) days prior to the Time of Closing, to have the exceptions cleared or waive its objections to these exceptions;in such event,the Parties shall close the transaction as contemplated by this Agreement, subject to such exceptions that have not been eliminated C'Penmitted Encumbrances"). Failure to provide a timely notice of termination under "i." above shall constitute a waiver of objections not resolved by written agreement. 4.1. Seller shall use good-faith effort to promptly satisfy the preceding contingencies. The failure of any contingency to be satisfied by the Time of Closing shall not,by itself, give Purchaser an automatic right to terminate this Agreement under:paragraph 9 herein,unless such failure results from Seller's bad-faith refusal to act. If additional time is reasonably required for Seller to complete any preceding contingencies, the Time of Closing shall automatically extend for up to thirty(30) clays (or such longer period as the parties may agree to in writing)to permit completion. 5. Condition of the Property. Purchaser hereby confirms that it is accepting the Property on an "AS-IS WITH ALL FAULTS"basis with any and all patent and latent defects,including those relating to the environmental condition of the Property, and is not relying on any representations or warranties, express or implied, of any kind whatsoever, except as may be expressly stated herein, from the Seller as to any matters concerning the Property, including but not limited to: physical condition; zoning status; tax consequences of this transaction; utilities, operating history or projections of valuation; compliance with Environmental Laws (defined below)or other laws,statutes,ordinances, decrees,or regulations;the presence of any Hazardous Substances(defined below),wetlands,asbestos,lead,lead-based paint or other lead containing structures, urea formaldehyde, or other environmentally sensitive building materials in,on,under,or in proximity to the Property;the condition or existence of any above- ground or underground structures or improvements,including tanks and transformers in, on or under the Exchange Property; and the existence of any leases, easements, permits, orders, licenses, or other agreements, affecting the Property(collectively,the"Property Conditions"). Page 3 of INITIALS: Purchaser: /Date: Seller: /Date: