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6.1.2 In the event that either Party believes it is necessary to extend the Closing Date in order to conduct additional Due Diligence as described in Sections 3 or 4, above, as applicable, that Party shall have the right to unilaterally extend the Closing Date by ten (10) days by providing written notice to the other Party before the Closing Date. Each Party shall only be entitled to one unilateral extension. The Parties may subsequently extend the Closing Date only by written agreement of both Patties, except that in no event shall the Closing Date be later than the Outside Date without the written agreement of both Parties. 6.1.3 In the event that the Closing fails to occur by the Outside Date, and neither Party is in default of its obligations hereunder, then the Party for whose benefit the non - satisfied condition exists may cancel the Closing by written notice to the other Party. In the event that, due to an `Event of Default" by a "Defaulting Party" (as the terms are defined in Section 8.1 below), the Closing fails to occur by the Outside Date, then without waiving any rights or remedies which the non -Defaulting Party may have against the Defaulting Party under Section 8 of this Agreement, the non -Defaulting Party may cancel the Closing upon written notice to the Defaulting Party. In the event that the non -Defaulting Party elects not to terminate this Agreement, then the non -Defaulting Party may pursue the remedies for such Event of Default as provided in Section 9 below. 6.2 Cancellation. 6.2.1 If, for any reason, the Closing is cancelled pursuant to Section 6.1.3 above, each Party shall return to the other Party delivering the same, all instruments which are then hold by the Party in connection with the Exchange. 6.2.2 If the Closing is cancelled pursuant to Section 6.1.3 above and neither Party is in default of its obligations hereunder, this Agreement shall be deemed to be terminated (with the exception of those provisions which expressly state that they are to survive such termination). hi such event, neither Party shall be obligated to the other to effectuate the Closing. 6.3 tMa to be DeHvered Prior o ClosiAg, 6.3.1 Coun . On orbefore one (1) business day prior to the Closing Date, County shall execute and provide City with a copy of the following: (a) The quitclaim deed conveying fee simple title of the County Property to the City ("County Dee(r"), in substantially the form of Exhibit D attached hereto; (b) Such other documents as may be reasonably required by Title Company in order to issue the County Title Policy, if requested by the City, or otherwise required to transfer the County Property to City in accordance with the terms of this Agreement. 6.3.2 Q! . On or before one (1) business day prior to the Closing Date, City shall execute and provide County with a copy of the following: (a) The quitclaim deed conveying fee simple title of the City Property to the County ("City Deed"), in substantially the form of xhi i E attached hereto; PwjwtNa aaofa Am Pwp" Bxchmp