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.
8
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, 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. IN
SUCH EVENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OBLIGATIONS AND
LIABILITIES OF THE PARTIES UNDER THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR ANY
OBLIGATIONS OR LIABILITIES UNDER THIS AGREEMENT WHICH SPECIFICALLY SET FORTH
THAT SUCH OBLIGATIONS OR LIABILITIES SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT) AND (A) ALL DOCUMENTATION DELIVERED TO BUYER PURSUANT HERETO SHALL BE
RETURNED TO SELLER, (B) ALL THIRD PARTY REPORTS OBTAINED BY BUYER WITH RESPECT
TO THE PROPERTY SHALL BE DELIVERED TO SELLER AT NO COST TO SELLER, IF REQUESTED
BY SELLER, AND (C) THE DEPOSIT SHALL BE PAID TO SELLER TO THE EXTENT IS HAS
BECOME NONREFUNDABLE IN ACCORDANCE WITH THIS AGREEMENT.
7.
CLOSING; DELIVERIES.
7.1
CLOSING DATE. THE CLOSING OF THE TRANSACTION DESCRIBED IN THIS
AGREEMENT (THE "CLOSING") SHALL TAKE PLACE ON THE LATER OF (I) THE DATE WHICH IS
THIRTY (30) DAYS AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD (OR THE NEXT
BUSINESS DAY IF SUCH DATE FALLS ON A WEEKEND OR HOLIDAY), OR (II) MARCH 18, 2008
(THE CLOSING DATE"). UPON SELLER'S REQUEST, BUYER SHALL CONFIRM IN WRITING THE
DATE ON WHICH THE DUE DILIGENCE PERIOD EXPIRES HEREUNDER AND/OR THE CLOSING
DATE. THE CLOSING SHALL BE DEEMED TO OCCUR AS OF THE MOMENT THE DEED IS RECORDED
AND THE