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3.2 Payment of Purchase Price. The Purchase Price for the Property shall be <br />payable at Closing. If Seller has deposited into Escrow all documents and amounts required of <br />Seller to close Escrow, including without limitation, the "Grant Deed" (as defined in Section 3.10 <br />below), and complied with all of Seller's other obligations under this Agreement, then on or before <br />the "Closing Date" (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as <br />defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: <br />(a) the Purchase Price and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing <br />statement famished by Escrow Holder as provided below. <br />3.3 Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale <br />of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow <br />("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions <br />precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of <br />Escrow" shall mean the date on -which the "Grant Deed" conveying fee title to the Property to <br />Buyer is recorded in the Orange County Recorder's Office. <br />3.3.1 Conditions Precedent to Buyer Obligation to <br />Close. Buyer's obligation to close Escrow and purchase the Property is <br />expressly conditioned on the satisfaction of the conditions listed in this <br />Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or <br />prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer <br />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 Obligation 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 />-3- <br />