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3 (30) days’ notice of the anticipated Closing Date. In the event that the Closing has not occurred on or prior to the Outside Closing Date, either Party not then in default may, upon five (5) days’ advance written notice to the other Party, terminate this Agreement. Upon any such termination of this Agreement, neither Party shall have any further rights or obligations hereunder, except for the rights and obligations expressly provided to survive termination of this Agreement. 4.2 City’s Conditions to Closing. City's obligation to purchase the Restaurant FF&E and assume the Lease is subject to the satisfaction of all of the following conditions or City's written waiver (in City’s sole discretion) of such conditions on or before the Outside Closing Date: (a) Expiration of the Due Diligence Contingency Period with no exercise by City of its rights under this Agreement to terminate this Agreement. (b) Seller has delivered to City a fully executed “Bill of Sale” (as defined in Section 4.4 below) and a fully executed “Assignment of Lease” (as defined in Section 4.5 below). (c) Seller's representations and warranties herein are true and correct in all material respects as of the Closing Date. (d) Seller has performed all obligations to be performed by Seller pursuant to this Agreement, and Seller is not in Default as of the Closing Date. (e) Possession of the Restaurant FF&E will be delivered to City immediately upon the Closing, free and clear of all liens and financial obligations. (f) Seller shall have removed from the Restaurant all waste and debris, if any. (g) There shall be no litigation or administrative proceeding pending with respect to the Restaurant or Restaurant FF&E as of the Closing which would adversely impact the use or value of the Restaurant FF&E. 4.3 Seller’s Conditions to Closing. The Closing and Seller's obligation to sell and convey the Restaurant FF&E to City and assign the Lease to Seller are subject to the satisfaction of the following conditions or Seller's written waiver (in Seller’s sole discretion) of such conditions on or before the Outside Closing Date: (a) City has delivered the full amount of the Purchase Price to Seller, and all other costs required by this Agreement to be paid by City. (b) City's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. (c) City has performed all obligations to be performed by City pursuant to this Agreement on or before the Closing Date. DRAFT