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under the Acquisition Agreement or otherwise, or of the lighting and irrigation <br />controls, system components and related fixtures and equipment owned by City and <br />located in the Building or on the Land. <br />4.1.1 In the event the parties cannot agree upon the selection of an appraiser, City <br />shall choose an appraiser from a list of at least five (5) licensed appraisers <br />provided by and acceptable to The Science Factory. <br />4.1.2 The cost of the appraisal shall be paid by'both parties in equal shares. <br />4.1.3 The appraisal shall be completed within one hundred eighty (180) days of the <br />Exercise Notice. <br />4.1.4 If the appraiser is not able to determine the fair market value of the capital <br />improvements following the standard set forth above in this Section 4. 1, then <br />the fair market value shall be equal to the original cost of the capital <br />improvements, with an allowance for depreciation in an amount that would be <br />normal and customary for the kind of capital improvement in question. <br />4.2 Payment of Purchase Price. The purchase price for the Property shall be due and <br />payable in full in cash at closing. <br />5. Conditions Precedent to Closing. In addition to any other conditions contained in this <br />Agreement, set forth below are certain conditions precedent for the benefit of City (the <br />"Conditions "). The Conditions are intended solely for the benefit of City and City shall have <br />the right to waive, by written notice, any of the Conditions, at its sole discretion; giving the <br />Exercise Notice shall not constitute such a waiver. In the event any Condition is not satisfied <br />or waived on or before the deadline for satisfaction specified herein, then City shall have the <br />right to revoke its Exercise Notice and/or terminate this Agreement, at its sole election, by <br />giving The Science Factory notice of revocation and/or termination before the deadline <br />expires, and to exercise any remedy available to City in the event that the subject Condition <br />was not satisfied by reason of a breach of this Agreement by The Science Factory. If City <br />does not give The Science Factory notice of revocation and/or termination before the <br />applicable deadline, then City shall be deemed to have waived the revocation or termination <br />privilege with respect to the Condition in question. The Conditions specifically delineated <br />in this Paragraph are the following: <br />5.1 On the Closing Date, the Title Company (as that term is defined below in Section 6) <br />shall be ready, willing, and able to issue, and shall issue to City upon recordation of <br />The Science Factory's deed mentioned below, the title insurance policy required by <br />Section 6. <br />5.2 There are no hazardous materials released or stored on or in the Land or Building. <br />OPTION AGREEMENT - 3 Exhibit C - Page 3 of 8 <br />