THIS
ARTICLE 5 IS NOT SATISFIED, AS A RESULT OF A BREACH OR DEFAULT BY SELLER, THEN
THE PROVISIONS OF SECTION 10.2 BELOW SHALL APPLY.
5.9
COPIES OF REPORTS. IN THE EVENT OF TERMINATION
OF THIS AGREEMENT, BUYER SHALL PROMPTLY RETURN TO SELLER ALL DOCUMENTS DELIVERED
BY SELLER TO BUYER AND, AFTER TERMINATION OF THIS AGREEMENT FOR ANY REASON OTHER
THAN AS A RESULT OF SELLER'S BREACH OR DEFAULT HEREUNDER, BUYER SHALL PROVIDE
COPIES TO SELLER, WITHOUT REPRESENTATION OR WARRANTY, OF ALL REPORTS AND STUDIES
OBTAINED OR DEVELOPED BY BUYER OR BUYER'S CONSULTANTS, WITH RESPECT TO THE
PHYSICAL CONDITION OF THE PROPERTY AT NO COST TO SELLER; PROVIDED, HOWEVER, THAT
BUYER SHALL NOT BE OBLIGATED TO DELIVER TO SELLER ANY INTERNAL MEMORANDA OR
FINANCIAL PROJECTIONS OR CORRESPONDENCE OF BUYER, DOCUMENTS SUBJECT TO THE
ATTORNEY CLIENT PRIVILEGE AND ANY APPRAISALS OR OTHER VALUATION INFORMATION FOR
THE PROPERTY.
6.
CONDITIONS OF SELLER'S OBLIGATIONS. THE
CLOSING AND SELLER'S OBLIGATIONS UNDER THIS AGREEMENT TO SELL THE PROPERTY SHALL
BE SUBJECT TO THE SATISFACTION, PRIOR TO THE TIMES PRESCRIBED HEREIN, OF THE
FOLLOWING CONDITIONS, WITH SELLER TO RETAIN THE RIGHT TO WAIVE IN WRITING, IN
WHOLE OR IN PART, ANY OF THE FOLLOWING CONDITIONS AT OR PRIOR TO THE TIME
PRESCRIBED HEREIN FOR APPROVAL OR DISAPPROVAL BY SELLER:
6.1
ACCURACY OF REPRESENTATIONS. ALL OF THE
REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN THIS AGREEMENT SHALL HAVE
BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN MADE, AND SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE DATE OF CLOSING WITH THE SAME EFFECT AS
IF MADE ON AND AS OF SUCH DATE.
6.2
PERFORMANCE. BUYER SHALL HAVE PERFORMED,
OBSERVED AND COMPLIED WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY
THIS AGREEMENT TO BE PERFORMED, OBSERVED AND COMPLIED WITH ON ITS PART PRIOR TO
OR AS OF THE CLOSING HEREUNDER.
6.3
DOCUMENTS AND DELIVERIES. ALL INSTRUMENTS AND
DOCUMENTS REQUIRED ON BUYER'S PART TO EFFECTUATE THE CLOSING AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE DELIVERED TO SELLER OR THE ESCROW
AGENT, AS REQUIRED HEREBY, SHALL BE IN FORM AND SUBSTANCE CONSISTENT WITH THE
REQUIREMENTS HEREIN, AND ALL FUNDS TO BE DEPOSITED INTO THE ESCROW PURSUANT
HERETO SHALL HAVE BEEN TIMELY DEPOSITED.
6.4
FAILURE OF CONDITIONS. IF ANY CONDITIONS
PRECEDENT TO SELLER'S OBLIGATIONS HEREUNDER ARE NOT TIMELY SATISFIED OR WAIVED
IN WRITING BY SELLER, AS SET FORTH IN THIS ARTICLE 6 AND INCLUDING, BUT NOT
LIMITED TO, TIMELY DELIVERY OF THE DEPOSIT OR OTHER FUNDS REQUIRED TO BE
DEPOSITED BY BUYER INTO THE ESCROW, AND SUCH NON-SATISFACTION OF SUCH
CONDITION(S) PRECEDENT
10
CONTINUE FOR MORE THAN FIVE (5) DAYS FOLLOWING BUYER'S RECEIPT OF WRITTEN NOTICE
OF SUCH NON-SATISFACTION OF SUCH CONDITIONS PRECEDENT, THEN SELLER SHALL HAVE
THE OPTION, EXERCISABLE BY WRITTEN NOTICE TO BUYER AT OR PRIOR TO THE CLOSING,
OF DECLINING TO PROCEED WITH THE CLOSING; PROVIDED, HOWEVER, THAT THE FOREGOING
NOTICE AND CURE PERIOD SHALL NOT BE APPLICABLE TO BUYER'S FAILURE TO DEPOSIT
WITH ESCROW AGENT ON OR BEFORE THE CLOSING DATE THE