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C. Changes in the local economy due to closure or curtailment of a local employer, financial institution, school, attraction, recreation area, or shopping center, changes in expected traffic counts for any reason, including changes in highways or traffic patterns or the closure of complementary businesses, or changes in the competitive environment, including, by way of illustration, actual or proposed opening of additional convenience stores or retailers of gasoline, pizza or sandwiches in proximity to the Real Estate or material changes or improvements in any such existing business; then the Buyer shall have the right at any time prior to the Closing to rescind this Agreement and terminate its obligations hereunder by personally delivering or mailing to the Seller or Seller's representative by certified U.S. Mail a notice of election to rescind, setting forth the reasons on which such election is based. 12. Assignment. Seller shall not, prior to the Closing, sell, assign, or transfer this Agreement or any interest herein or any interest in the subject Real Estate without the written consent of Buyer. 13. Remedies of the Parties. A. If Seller fails to timely perform this .Agreement, all payments made hereunder shall be returned to the Buyer, promptly upon demand. B. Buyer and Seller shall each be entitled to utilize any and all other remedies available at law or in equity for breach of this Agreement. 14. Binding Effect. This Purchase Agreement shall be binding upon the undersigned, their heirs, legal representatives, successors and assigns, according to the terms hereof 15. Time of the Essence. Time is of the essence in this Agreement. 16. Construction. In the construction of this Agreement, use of the singular shall include the plural, use of the plural shall include the singular, and the use of the neuter or any gender identifying words and phrases shall be deemed to include either or both genders, according to context. 17. Exclusive Agreement. The Buyer and Seller agree that all understandings and agreements hereto had between them are merged in this Agreement, which alone fully and completely expresses their agreement, and that this Agreement is entered into after full investigation, neither Buyer nor Seller relying upon any statement or representation not embodied in this Agreement by the other. 18. Amendments. This Purchase Agreement may not be changed orally, but only by agreement in writing, duly executed by or on behalf of the party(ies) against whom enforcernent of any waiver, change, modification, consent or discharge is sought, 19. Adjacent Property. The obligations of the Buyer under this Purchase Agreement are contingent upon the Buyer's contemporaneous closing on contract(s) to acquire one or more properties owned by a third party or parties adjoining the Real Estate andior easement rights over one or more such properties adjoining the Real Estate. ❑ YES El NO -5-