BRISTOL CENTER PROPERTIES, LLC (2)

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3.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Seaton 3.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the dose ofEscrow,for any reason other than a default by Buyer,Buyer may,in its sole discretion end without limiting any of Buyer's legal remedies or • • edies under this Agreement,terminate this Agreement by written notice to Seller. (1) Title Polley. Escrow }folder has issued or fs inevooably committed to issue to Buyer the"litle Polley"(as defined in section 3.6 below)showing fee title vested in Buyer subject only to"Permitted Exceptions"(as defined in Section 3. .below). (2) Jtepresentations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close ofEscrow. (3) Seller Obligations. Seller is not in material delimit underthis Agreement and each material obligation of Seller to be perforated prior to the Close of Escrow, has been pertimmed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. (4) Possession: Seller is able,at the Close of Escrow to deliver exclusive possession ofthe Property to Buyer in accordance with this Agreement and dees.so. 3.3.2 Conditions Precedent to Seller Obligation to Close. Seller's obligation to close Escrow and sell the Property.is expressly conditioned upon the satisfaction of the conditions listed inthis ecti , If any such condition is not satisfied or waived by Seller prior to a Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion andwithout limiting any ofSeller"s legal remedies orremedies under this Agreement,combats this Agreement bywritten notice to Buyer. (1) itepresentgtions and Warranties. Bach of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) )3uver"s Obligations. Buyer is not in material default under this Agreement,and each material obligation ofBuyertc beperfonnedprior to the Close ofEscrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Setter's defeplt,Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges"means all fees,charges and expenses charged or passed on to the Parties by EscrowHolder,including all «3.