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may, in its sole discretion and without limiting any of Buyer's legal remedies or <br />remedies under this Agreement, terminate this Agreement by written notice to <br />Seller. <br />(1) Title Policy. Escrow Holder has issued or is irrevocably <br />committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title <br />vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below). <br />(2) Representations and Warranties. Each of Seller's <br />representations and warranties in this Agreement are materially true and accurate as of the Close <br />of Escrow. <br />(3) Seller Obligations. Seller is not in material default under this <br />Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, <br />has been performed as required, including, without limitation the delivery of all documents <br />required of Seller under this Agreement. <br />(4) Possession. Seller is able, at the Close of Escrow to deliver <br />exclusive possession of the Property to Buyer in accordance with this Agreement and does so. <br />3.3.2 Conditions Precedent to Seller Obliiiation to <br />Close. Seller's obligation to close Escrow and sell the Property is expressly <br />conditioned upon the satisfaction of the conditions listed in this Section 3.3.2. If <br />any such condition is not satisfied or waived by Seller prior to the Close of <br />Escrow for any reason other than a default by Seller, Seller may, in its sole <br />discretion and without limiting any of Seller's legal remedies or remedies under <br />this Agreement, terminate this Agreement by written notice to Buyer. <br />(1) Representations and Warranties. Each of Buyer's <br />representations and warranties set forth in this Agreement are materially true and accurate as of <br />the Close of Escrow. <br />(2) Buyer's Obligations. _ Buyer is not in material default under <br />this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow <br />hereunder has been performed as required. <br />3.4 Escrow Cancellation. <br />3.4.1 Charges. <br />(1) Seller's Default. If Escrow fails to close due to Seller's <br />default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means <br />all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all <br />title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller <br />for specific performance as its sole and exclusive remedies. <br />-3- <br />