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5.1.5 Representations and Warranties. All of City's representations and warranties as set forth herein shall be true as of the Closing. 5.1.6 No Default. City shall not be in material default hereunder. If County does not give City written notice of City's default, for purposes of this Section 5.1.6 only, City shall be deemed not to be in default hereunder, and the Parties shall proceed with the Closing as though City were not in default. County's failure to give such notice to City shall not excuse perfonm nce by City of any obligation hereunder, 5.2 City's Conditions, Each of the following shall constitute a condition precedent to the obligations of City to effectuate the Closing and may be waived only by a written waiver executed by City and delivered to County: 5.2.1 Documents. Copies of the applicable documents described in Section 6.3.1 below shall have been delivered to City by County. 5.2.2 Title Policy. If requested by City, the Title Company shall be irrevocably committed to issue the County Title Policy upon the Closing. 5.2.3 Acceptance of Pmpgdy. The City shall be satisfied, after reviewing Title and otherwise conducting Due Diligence as provided in Section 4.3, that the County Property is suitable for its intended uses and acceptable to the City. Should the City fail to terminate the Exchange within the Due Diligence Period as provided in Section 4.3, the County Property shall be deemed suitable and acceptable to the City. 5.2.4 No Material Change. As of the Closing, there shall be no material change in the County Property that would materially impair City's use or development of the County Property. 5.2.5 Representations and Warranties. All of County's representations and warranties as set forth herein shall be true as of the Closing. 5.2,6 No Default County shall not be in material default hereunder. If City does not give County written notice of County's default, for purposes of this Section 5.2.6 only, County shall be deemed not to be in default hereunder, and the Parties shall proceed with the Closing as though County were not in default. City's failure to give such notice to County shall not excuse performance by County of any obligation hereunder. 6. Closing or Cancellation of Closing. 6.1 Closing.Date. 6.1.1 Provided that this Agreement is not earlier terminated pursuant to the terms and provisions hereof and provided that all of the conditions precedent to the Closing have been satisfied or waived, the Parties agree that the Closing shall occur on or before May 31, 2023 (the "Closing Date"), unless extended as described in Section 6.1.2; provided however, that in no event shall the Closing Date be later than June 30, 2023 ("Outside Date'D. By effectuating the closing, the Parties shall be deemed to have irrevocably committed to cause the Title Company to issue any requested County Title Policy and City Title Policy. Project Name: Sank Am Pmpc* Exchange