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7 <br />(i) Receipt of the Purchase Price. Buyer shall have paid to <br />Seller or deposited with escrow with written direction to disburse the same to Seller at <br />Closing, the Purchase Price. <br />(ii) Buyer's Escrow Deposits. All of the Buyer Escrow <br />Deposits shall have been delivered to escrow at Closing. <br />(iii) Representations and Warranties. The representations and <br />warranties of Buyer in Section 9 of this Agreement shall be true and correct in all <br />material respects as of the Closing (or as of such other date to which such <br />representation or warranty expressly is made). <br />(iv) Covenants and Obligations. The covenants and <br />obligations of Buyer in this Agreement shall have been performed in all material <br />respects. <br />If any of the Seller Closing Conditions is not satisfied at Closing, then Seller shall have <br />the right to (a) terminate this Agreement by providing written notice to Buyer, in which <br />case the Earnest Money shall be disbursed to Buyer, and the parties shall have no <br />further rights or obligations under this Agreement, except those which expressly survive <br />such termination, or (b) waive any of the Seller Closing Conditions at or prior to Closing. <br />6.3 Buyer Closing Conditions. In addition to the Mutual Closing <br />Conditions, Buyer's obligations to close the transactions described in this Agreement are <br />subject to the satisfaction at or prior to Closing of thefollowing conditions precedent (the <br />"Buyer Closing Conditions"): <br />(i) No Material Change. No material change in the condition of <br />the Property between the Effective Date and the Closing Date. <br />(ii) Seller's Escrow Deposits. All of the Seller Escrow Deposits <br />shall have been delivered to escrow at Closing. <br />(iii) Representations and Warranties. The representations and <br />warranties of Seller in Section 9 of this Agreement shall be true and correct in all <br />material respects as of the Closing (or as of such other date to which such <br />representation or warranty expressly is made). <br />(iv) Covenants and Obligations. The covenants and <br />obligations of Seller in this Agreement shall have been performed in all material <br />respects. <br />If any of the Buyer Closing Conditions is not satisfied at Closing, then Buyer shall have <br />the right (a) to terminate this Agreement by providing written notice to Seller, in which <br />case the Earnest Money shall be refunded to Buyer, and the parties shall have no <br />further rights or obligations under this Agreement, except those which expressly survive <br />such termination, or (b) to waive any of the Buyer Closing Conditions at or prior to <br />Closing. <br />CI <br />37 <br />