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<br />Property. SELLER acknowledges that AGENCY has refused to assume this contract and <br />SELLER warrants it will be terminated as of date of close. In consideration of the contract <br />termination and a statement forgoing relocation benefits, AGENCY will pay Lessee $10,000, <br />payable at close of escrow if the statement has been received and accepted, and evidence of the <br />contract's termination provided by SELLER. Upon termination of such contract, SELLER shall <br />cause Lessee to remove all equipment and personal property owned by Lessee from the Property. <br /> <br />9. CONDITIONS TO CLOSING <br /> <br />9.1 AGENCY's Conditions. In addition to the other terms and provisions of this Agreement <br />which give AGENCY the right to terminate this Agreement and the Escrow, AGENCY's <br />obligation to purchase the Property from SELLER shall be subject to the occurrence and/or <br />satisfaction of the following conditions (or AGENCY's written waiver thereof, it being agreed <br />that these conditions are for the sole benefit of AGENCY and AGENCY may waive any or all of <br />such conditions in its sole discretion): <br /> <br />A. No material damage, destruction, loss or change, including change in the environmental <br />condition or status of the Property shall have occurred between the close of the Review Period <br />and the Close of Escrow, whether or not covered by insurance; <br />B. The Title Company is unconditionally prepared and committed to issue the Title Policy, <br />subject only to the Permitted Exceptions. <br />C. SELLER shall have performed all of its obligations under this Agreement. <br />D. All representations and warranties made by SELLER to AGENCY in this Agreement are <br />materially true and correct as of the Close of Escrow. <br />E. SELLER has deposited into Escrow each document it is required to execute and deliver <br />pursuant to this Agreement, including without limitation, the Grant Deed. <br />F. If any of the conditions set forth in this Section are not satisfied at the time specified <br />herein, AGENCY may, in its sole discretion, elect to: (1) waive such conditions in writing, or (2) <br />if requested by SELLER, and, if applicable, grant to SELLER an extension of the time in which <br />to satisfy such conditions, or (3) terminate this Agreement. <br /> <br />9.2 SELLER's Conditions. In addition to the other terms and provisions of this Agreement, <br />which give SELLER the right to terminate this Agreement and the Escrow, SELLER's obligation <br />to sell the Property to AGENCY shall be subject to the occurrence and/or satisfaction of the <br />following conditions (or SELLER's written waiver thereof, it being agreed that these conditions <br />are for the sole benefit of SELLER and SELLER may waive any or all of such conditions in its <br />sole discretion): <br /> <br />A. All representations and warranties made by AGENCY to SELLER in this Agreement are <br />materially true and correct at the Close of Escrow. <br />B. AGENCY shall have performed all of its obligations under this Agreement. <br />If any of the conditions set forth in this Section are not satisfied at the time specified herein, <br />SELLER may, in its sole discretion, elect to (i) waive such conditions in writing, (ii) if requested <br />by AGENCY, and, if applicable, grant to AGENCY an extension of the time in which to satisfy <br />such conditions, or (iii) terminate this Agreement. <br /> <br />12 <br />