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9 <br /> ARTICLE V. CONDITIONS PRECEDENT TO CLOSING <br /> 5.1 Buyer's Conditions Precedent. Buyer's obligations under this <br /> Agreement are expressly conditioned on, and subject to satisfaction of, the following <br /> conditions precedent: <br /> (a) Performance by Seller. Seller shall have performed all material <br /> obligations required by this Agreement to be performed by it. <br /> (b) Title Policy. Title Company shall be ready, willing and <br /> irrevocably committed to issue the Title Policy provided Buyer has fulfilled its <br /> obligations with respect thereto, which Title Policy shall show Buyer as fee simple <br /> owner of the Property,subject only to the Permitted Encumbrances. <br /> (c) Representations and Warranties True. The representations and <br /> warranties of Seller contained herein and in each of the documents and instruments to <br /> be delivered at Closing shall be true and correct in all material respects, title to the <br /> Property shall be as represented and shall be free and clear of any lien, claim or <br /> encumbrance. <br /> (d) No Material Change. Except to the extent approved or waived by <br /> Buyer in writing, at no time prior to the Closing Date shall there be any change in the <br /> physical or environmental condition of the Property that would have a material adverse <br /> impact on Buyer's intended use. <br /> (e) No Adverse Actions. There shall exist no actions, administrative <br /> proceeding, suits, arbitrations, attachments or other proceedings pending against Seller <br /> or the Property that would materially and adversely affect Seller's ability to perform its <br /> obligations under this Agreement or the consummation of the transaction contemplated <br /> hereby. <br /> (f) Demolition Work. The Demolition Work is complete in <br /> accordance with Section 4.4. <br /> The conditions set forth in Section 5.1(a) through (f) above are intended solely <br /> for Buyer's benefit. If any of the foregoing conditions are not satisfied as of the <br /> Closing Date, Buyer shall have the right as its sole remedy and at its sole election to: <br /> (i)waive the condition in question and proceed with the purchase of the Property, or <br /> (ii)terminate this Agreement,whereupon the Earnest Money shall be returned to Buyer <br /> and the parties shall have no further obligations hereunder other than those obligations <br /> which survive the termination of this Agreement by their express terms. <br /> 6 <br /> 99 <br />