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arising from The Science Factory's failure to manage its capital improvements as <br />provided in this paragraph. <br />3.3 In addition, City agrees to provide advice to The Science Factory on an informal <br />basis regarding The Science Factory's solicitation of contractor bids (including, but <br />not limited to, describing the scope of work for and evaluating bids) in connection <br />with asbestos and lead paint removal from the Building. <br />3.4 The provisions of this Section 3 shall survive the closing of this Agreement and the <br />delivery of the deed described below in Section 4. <br />4. Deed. On the Closing Date, City shall execute and deliver to The Science Factory a bargain <br />and sale deed, conveying the Building to The Science Factory. <br />5. Title Insurance. City shall not be obligated to furnish The Science Factory with any title <br />insurance. The Science Factory may acquire title insurance at its sole expense. <br />6. Possession. The Science Factory shall be entitled to possession of the Building immediately <br />upon Closing. <br />7. Property Included. The improvements subject to this purchase and sale are comprised of <br />a ten thousand seven hundred sixty-eight (10,768) square foot Building, but do not include <br />certain lighting and irrigation controls, system components and related fixtures and <br />equipment that are owned by City and located in the Building, and that serve property <br />adjacent to the Building and other City-owned property. <br />8. Representations and City's Disclaimer. The Science Factory represents that it has <br />accepted and executed this Agreement on the basis of its own examination and personal <br />knowledge of the Building, Land and related parking area; that City and City's agents have <br />made no representations, warranties, or other agreements concerning matters relating to the <br />Building, Land or related parking area, or the intended use of the Building, Land or related <br />parking area, except as set forth in this Agreement, the Ground Lease and Option Agreement; <br />that City and City's agents have made no agreement or promise to alter, repair, or improve <br />the Building; and that The Science Factory takes the Building in the condition, known or <br />unknown, existing at the time of this Agreement, "AS IS." The provisions of this Section <br />8 shall survive the closing of this Agreement and the delivery of the deed described above <br />in Section 4. <br />9. Binding Effect/Assignment Restricted. This Agreement is binding on and will inure to the <br />benefit of City, The Science Factory, and their respective heirs, legal representatives, <br />successors, and assigns. Notwithstanding the foregoing, The Science Factory will not assign <br />its rights under this Agreement without City's prior written consent, which is within City's <br />sole discretion to grant or deny. <br />ACQUISITION AGREEMENT - 4 <br />