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delivered to Buyer pursuant to the terms and conditions of this Agreement <br />including Seller's compliance with all reasonable and customary <br />requirements of the Title Company. Seller agrees it shall comply with all <br />reasonable and customary requirements of the Title Company, including, <br />but not limited to execution of title affidavits. <br />b. Seller shall have performed and observed, in all material respects, all <br />covenants and agreements of this Agreement to be performed and <br />observed by Seller as of the Closing Date. <br />c. Prior to the Closing Date, Buyer and Tenant shall have entered into a new <br />lease agreement for the Property on terms acceptable to Buyer in Buyer's <br />discretion. <br />d. Buyer shall have received all applicable regulatory approvals, tax <br />clearances, and third -party consents (including, without limitation, any <br />licenses) that Buyer deems necessary or desirable in connection with the <br />transaction contemplated in this Agreement on terms satisfactory to Buyer <br />in Buyer's sole discretion on or before the Closing Date. <br />e. Buyer waiving or not exercising Buyer's right to terminate this Agreement <br />under Section 4 of this Agreement prior to the end of the Inspection <br />Contingency Period. <br />In the event that any contingency set forth in this Section 10 has not been satisfied or <br />waived on or before the applicable date as set forth above, then this Agreement may be <br />terminated, at Buyer's sole and absolute discretion, by written notice from Buyer to Seller on or <br />before the dates set forth for above, in which case the Earnest Money shall be returned to Buyer, <br />and neither party will have any further rights or obligations regarding this Agreement, except for <br />the obligations that survive this Agreement. <br />12. Conditions Precedent to Obligation of Seller. The obligation of Seller to <br />consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing <br />Date of all of the following conditions, any or all of which may be waived by Seller in its sole <br />discretion (except as provided below): <br />a. Seller shall have received the Purchase Price payable in the manner <br />provided for in this Agreement. <br />b. Buyer shall have delivered to Seller all of the items required to be <br />delivered to Seller pursuant to the terms of this Agreement. <br />c. All of the representations and warranties of Buyer contained in this <br />Agreement shall be true and correct in all material respects as of the <br />Closing Date. <br />9 <br />