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Purchasa does not close on the purchase of the TVanaferted Demloprnent Rights, other than by reason of Seller's default, F.tcaow Agent shall be authorized to release the Purchaser's Reassign edit to the Seller wbacupon the Seller shall have title to the Transferred Development Rights; thereafter, the Parties WWI be released of nay and an obligations to each other under this ,agreement, subject to Seller's remedies in the event of a Parchasar default pursuant to Section 7. Additionally, together with this Agreemeni, each Party shall execute (i) an Indemnity Agreement in favor of the City in the form attached ha to as Exhibit "C" and Exhibit "D", as applicable, of any other such form required by the City evidencing the assignment of the Transferred Development Rights and (ir) an instruction letter from Seller to the City of Sunny Was Beach notifying the City as to the assignment of the Transferred Development Rights to Purchaser, and an instruction letter ibm Purchaser to the City of Surrmy Isles Beach notifying the City as to the re- assignment of the Transferred Development Rights to Seller. 4. QQ&g Dat The closing of this transaction shall take place at the offices of Escrow Agent on April S. 2013, provided that the City has adopted a resolution (the "Resolution") confirming that the sale of the Transfared Developrent Bights as contemplated in this Agreement has been approved and any appeal rights related to the adoption of the Resolution have expired. At the closing, Purchaser shall deposit the remaining balance of the Pun base Price with Escrow Agent and Swrow Agent shall automatically release the Seller's sale proceeds directly to Seller. 7irereatier, the Seller's Assignment shall be unconditional and the Seller shall return the Purchaser's Reassignment to the Purchaser, which shall be void and of no force and effect. Notwithstanding anything contained bafein to the contrary, dm the event We Resolution has not been adopted on or before February 28, 2013, andfor any applicable qq mis period related to the adoption of the Resolution have not expired on or before March 31, 2013. then unless otherwise extaxled by mutual agreement of the Paetiea, Purchaser may terminate this Agreement, SeUer shall return the Deposit to Purchases, and Escrow Agent shall be aulhorized to release the Purchaser's Reassignment to the Seller. theeafler, the Parties shall be released of any and all obligations to each other under this Agreement. If Purrataser elects to terminate this Agreement in accordance with this Section, Escrow Agent shall be authorized to rctum the Deposit to Purchaser within five (S) days of receiving notice of such termination. S. Closing Costs (a) At dosing, Purchaser &hall pay the costs of transfer tax and dommentary, stamps, if any, on the Sellar's Assignment, its own attorney's fees, and any costs associated with notifying the City of the transfer of the Transferred Development Rights. (b) Purchaser shall pay any expenses related to its due diligence and inspections performed therein. (c) Seller shell pay its own attorney's fees and coats related to this Agreement. Documents to be delivered at Closing (a) Seller ahall deliver at Closing to Purchaser. (1) An Indemnity Agreement in such form required by the City (to the extent sucb Agreement has not already been delivered to the Purchaser);