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<br /> 8 <br /> <br />(a) Buyer is a California corporation. Buyer has the full right, <br />capacity, power and authority to enter into and carry out the terms of this Agreement. This <br />Agreement has been duly executed by Buyer, and upon delivery to and execution by Seller shall <br />be a valid and binding agreement of Buyer. <br />(b) Buyer is not bankrupt or insolvent under any applicable federal or <br />state standard, has not filed for protection or relief under any applicable bankruptcy or creditor <br />protection statute, and has not been threatened by creditors with an involuntary application of <br />any applicable bankruptcy or creditor protection statute. <br />The truth and accuracy of each of the representations and warranties, and the <br />performance of all covenants of Buyer contained in this Agreement are conditions precedent to <br />Seller’ obligation to proceed with the Closing hereunder. <br /> 7. DEFAULT, REMEDIES, TERMINATION. <br />7.1. Failure of Condition. Should the conditions set forth in Section 5.2 of this <br />Agreement not be satisfied on or prior to the Closing Date, or upon breach by Seller of any of its <br />obligations hereunder, or upon the inaccuracy of any of Seller's representations in Section 6.1, <br />Buyer shall (i) have the right to terminate this Agreement, in which case the Deposit shall be <br />refunded to Buyer; or (ii) seek specific performance from Seller, in which case Buyer shall have <br />the right to recover from Seller its actual expenses (including legal fees) incurred in securing <br />Seller’s performance. <br />7.2. Condemnation and Casualty. If before the Closing, either party receives <br />notice of any condemnation or eminent domain proceeding, any proceeding in lieu of <br />condemnation being initiated against the Property, or the damage or destruction of all or a part of <br />the improvements located at the Property, the party receiving the notice shall promptly notify the <br />other party in writing of that fact. Buyer may elect to either proceed with the sale of the Property <br />or to terminate this Agreement within thirty (30) days from the date that the notice is received. If <br />Buyer elects to proceed with the sale of the Property, then Buyer may, solely at its own <br />discretion, accelerate the Closing to any time prior to the closing date set forth hereinabove. If <br />Buyer proceeds with the purchase in accordance with the terms of this Agreement, all <br />condemnation and insurance proceeds shall be paid to Buyer. If any proceeds have not been <br />collected as of the closing, then all rights to those proceeds shall be assigned to Buyer at the <br />closing. <br />7.3. Adjacent Purchase Agreement. Notwithstanding anything to the contrary <br />contained herein, in the event of a breach or default by Adjacent Seller under the Adjacent <br />Purchase Agreement, Buyer may elect, in its sole discretion, to proceed as follows: (i) terminate <br />this Agreement and the Adjacent Purchase Agreement; (ii) waive the default, if such default can <br />be waived, and proceed with Closing under this Agreement and the Adjacent Purchase <br />Agreement; (iii) proceed with Closing under this Agreement and terminate the Adjacent <br />Purchase Agreement; (iv) proceed with Closing under this Agreement and pursue a specific <br />performance action against Adjacent Seller under the Adjacent Purchase Agreement, if <br />appropriate; or (v) extend the Closing of this Agreement, at no additional cost to Buyer and no <br />additional deposits thereafter required of Buyer, until resolution of a specific performance action