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- 4 - 5. Closing and Payment of Purchase Price. 5.1 Closing. The closing (the “Closing” or “Close of Escrow”) will occur no later than thirty (30) days after the expiration of the Due Diligence Contingency Period, as it may be extended (“Closing Date”), or such other date that the Parties agree in writing. In the event that Closing has not occurred on or prior to the Closing Date, either Party not then in default may, upon five (5) days advance written notice to the other Party, terminate this Agreement and the Escrow. As long as neither Party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 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. 5.2 Purchaser’s Conditions to Closing. Purchaser's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Purchaser's written waiver thereof (in Purchaser’s sole discretion) on or before the Closing Date: (a) Purchaser has not sent a notice of termination to City prior to the end of the Due Diligence Contingency Period. (b) City has deposited into the Escrow a fully executed “Grant Deed” and all other documents to be submitted by City pursuant to this Agreement, all duly executed by City. (c) City has performed all obligations to be performed by City pursuant to this Agreement. (d) City’s representations and warranties herein are true and correct in all material respects as of the Closing Date. (e) The Title Company is irrevocably committed to issue a CLTA or ALTA standard coverage title insurance policy to Purchaser, together with such endorsements as are requested by Purchaser, effective as of the Closing Date, insuring title to Purchaser in the full amount of the Purchase Price, subject only to those exceptions to title which have been approved by Purchaser. (f) There shall be no litigation or administrative proceeding pending with respect to the Property as of the Closing, nor any moratoria which would adversely impact the completion of the Eden Road Project on the Property. (g) Possession of the Property will be delivered to Purchaser immediately upon the Close of Escrow. 5.3 City’s Conditions to Closing. The Close of Escrow and City’s obligation to sell and convey the Property to Purchaser are subject to the satisfaction of the following