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I <br /> 19. City's Conditions to Closing After Exercise of Option. City's obligations under this Option <br /> Agreement to close after exercise of the Option are expressly conditioned on, and subject to <br /> satisfaction of, the following conditions precedent: <br /> i. Performance by District. District shall have performed all material obligations <br /> required by this Agreement to be performed by it. <br /> ii. Title Policy. Title Company shall be ready, willing and irrevocably committed to <br /> issue the title policy provided City has fulfilled its obligations with respect thereto, <br /> which title policy shall show City as fee simple owner of the Property, subject <br /> only to encumbrances acceptable to City. <br /> iii. Representations True. The representations of District contained herein and in <br /> each of the documents and instruments to be delivered at Closing shall be true <br /> and correct in all material respects, title to the Property shall be as represented <br /> and shall be free and clear of any lien, claim or encumbrance. <br /> iv. No Material Change. Except to the extent approved or waived by City in writing, <br /> at no time prior to the closing date shall there be any change in the physical or <br /> environmental condition of the Property that affects City's use of the Property. <br /> v. No Adverse Actions. There shall exist no actions, administrative proceeding, <br /> suits, arbitrations, attachments or other proceedings pending against Seller or <br /> the Property that would affect District's ability to perform its obligations under this <br /> Agreement or the consummation of the transaction contemplated hereby. <br /> 20. Severability. <br /> a. If a court of competent jurisdiction holds any part, term or provision of this Option <br /> Agreement to be illegal or invalid in whole or in part, the validity of the remaining provisions shall <br /> not be affected, and the Parties' rights and obligations shall be construed and enforced as if this <br /> Option Agreement did not contain the particular provision held to be invalid. <br /> b. If any provision of this Option Agreement is in direct conflict with any statutory <br /> provision of the State of Washington, that provision which may conflict shall be deemed <br /> inoperative and null and void insofar as it may conflict, and shall be deemed modified to <br /> conform to such statutory provision. <br /> 21. Non-Waiver of Breach. A waiver by either Party hereto of a breach by the other Party <br /> hereto of any covenant or condition of this Option Agreement shall not impair the right of the <br /> Party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of <br /> either Party to insist upon strict performance of any agreement, covenant or condition of this <br /> Option Agreement, or to exercise any right herein given in any one or more instances, shall not <br /> be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. <br /> 22. Integration and Supersession. This Option Agreement sets forth all of the terms, <br /> conditions, and agreements of the Parties relative to the subject matter hereof and supersedes <br /> any and all such former agreements, which are hereby declared terminated and of no further <br /> Everett Option Agreement Page 6 <br /> 7 <br />