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shall pay to Seller any rents, fees or other amounts actually due and which are attributable to any period prior to the Closing Date. b) Seller and Purchaser acknowledge that Purchaser is responsible for the payment of real and personal property taxes, water, electricity, and other utility services, pursuant to the terms of the Existing Lease. Accordingly, at Closing, there shall be no adjustment or apportionment with respect to any such obligations. c) In the event, on the date of Closing, the precise figures necessary for any of the foregoing adjustments are not capable of determination, the adjustments shall be made on the basis of the good faith estimates of Purchaser and Seller (using currently available information), which shall be final and binding on the parties. d) The provisions of this Section 9.4 shall survive the Closing. 9.5. Conditions to Closing. a) Notwithstanding anything to the contrary contained in this Contract, the obligation of Purchaser to close and pay the Purchase Price in accordance with the terms of this Contract is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: i) The Title Company shall have issued, or shall have irrevocably committed to issue, a standard coverage CLTA Owner's Policy of Title Insurance insuring the title and interest of Purchaser in and to the Premises in the amount of the Purchase Price (the "Title Policy"), without endorsement, upon receipt of payment of the premium therefor, subject only to the Permitted Exceptions; ii) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing; and iii) Seller shall not be in default in any material respect of any of its material obligations under this Contract; provided, however, that if the Closing does not occur solely by reason of Seller's default under this Contract, Seller shall have the right, within five (5) Business Days following written notice of such default from Purchaser, to cure the applicable default, and the scheduled Closing Date shall be automatically extended to allow for the passage of such five (5) Business Day period. b) Notwithstanding anything to the contrary contained in this Contract, the obligation of Seller to close in accordance with this Contract is expressly conditioned upon Purchaser's representations and warranties contained in Section 6 of this Contract being true and correct in all material respects and Purchaser shall have complied in all material respects with all of its material obligations under the Contract. 10. Default. 5489135.2 15