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9 <br /> 5.2 Seller's Conditions Precedent. Seller's obligations under this Agreement <br /> are expressly conditioned on, and subject to satisfaction of, the following conditions <br /> precedent: <br /> (a) Performance by Buyer. Buyer shall have performed all material <br /> obligations required by this Agreement to be performed by it. <br /> (b) Representations and Warranties True. The representations and <br /> warranties of Buyer contained herein shall be true and correct in all material respects. <br /> The conditions set forth in Section 5.2(a) and (b) above are intended solely for <br /> Seller's benefit. If any of the foregoing conditions are not satisfied as of the Closing <br /> Date, Seller shall have the right at its sole election, either to waive the condition in <br /> question and proceed with the sale, or, in the alternative, to terminate this Agreement. <br /> No such termination, however, shall waive Seller's right to retain the Earnest Money if <br /> Buyer is then in material default under this Agreement. <br /> ARTICLE VI. PROPERTY CONDITION PENDING CLOSING <br /> 6.1 No Leases or Hazardous Substances. At all times prior to the Closing, or <br /> the sooner termination of this Agreement, Seller agrees not to lease or rent any portion <br /> of the Property, nor to enter into any agreement relating to the Property which <br /> agreement is not terminable prior to Closing, and not to intentionally place, store, use or <br /> dispose of, nor knowingly permit any other person or party to place, store, use or <br /> dispose of, any Hazardous Substances on or under the Property. As used herein, <br /> "Hazardous Substances" shall mean asbestos (whether or not friable), petroleum and <br /> petroleum derivatives and products, and any substance, chemical, waste or other <br /> material which is listed, defined or otherwise identified as "hazardous"or"toxic"under <br /> any federal, state or local ordinance or law or any administrative agency rule or <br /> determination. <br /> 6.2 Condition of Title. At all times prior to the Closing, or sooner <br /> termination of this Agreement, Seller agrees with respect to all or any portion of the <br /> Property: (a)not to enter into any written or oral contracts or agreements that would be <br /> binding on Buyer or the Property after Closing without Buyer's prior written consent; <br /> and (b)not to enter into any contracts or agreements to sell or otherwise transfer all or <br /> arry portion of the Property, including options or rights of first refusal or offer, that <br /> would be binding on Buyer or the Property after Closing. <br /> 7 <br /> 100 <br />