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23. Condemnation. In the event of the taking of all or any part of the Property by eminent domain proceedings, or the commencement of such proceedings prior to Closing, Buyer may, at its option, either (a) proceed to Closing with the Purchase Price reduced by the total of any awards or other proceeds received or to be received by Seller as a result of such proceedings, or (b) proceed to Closing with an assignment by Seller of all Seller's right, title and interest in and to any and all such awards and proceeds. 24. Possession. Possession of the Property shall be delivered on the date of Closing in the same condition as it is on the date hereof and/or as required pursuant to the terns of this Agreement, ordinary wear and tear excepted, free and clear of the rights or claims of any other party except as otherwise permitted in Section 5. 25. Buyer's Representation. Buyer represents that it has full power and authority to enter into this Agreement and the person signing this Agreement for Buyer has full power and authority to sign for Buyer and to bind it to this Agreement. 26. Miscellaneous. In the event that any of the deadlines set forth herein end on a Saturday, Sunday or legal holiday, such deadline shall automatically be extended to the next business day which is not a Saturday, Sunday or legal holiday. The term "business days" as may be used herein shall mean all days which are not on a Saturday, Sunday or legal holiday. 27. Representation. Buyer hereby acknowledges that neither The Trust for Public Land nor its attorney represented Buyer as an attorney in this transaction and neither actually provided any legal advice, counsel or service to or on behalf of Buyer. Buyer further acknowledges that The Trust for Public Land's attorney represented the interests of The Trust for Public Land solely in this transaction. 28. Contineencies. The parties agree that this Agreement is contingent upon the following: (a) Buyer acknowledges that Seller does not presently own the Property and that Seller's duties hereunder and Buyer's rights hereunder are both expressly contingent upon the acquisition by Seller of the Property. In the event Seller does not acquire the Property from the Current Owner, this Agreement shall terminate and neither party shall have any further obligations hereunder. (b) This Agreement and Buyer's obligations under this Agreement are subject to and contingent upon Buyer receiving at least $500,000.00 through public or private grants and /or donations to acquire the Property. In the event said funding is not received by Buyer and this contingency is not waived by Buyer, this Agreement shall terminate and neither party shall have any further obligations hereunder. Agrmt of Sale City of San Marcos—Barker Tract (1- 3- 12).doc