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6. Conditions Precedent to Closing. <br /> 6.1 County's Conditions. Each of the following shall constitute a condition <br /> precedent to the obligations of the County to effectuate the Closing and may be waived only by a <br /> written waiver executed by the County and delivered to City: <br /> 6.1.1 Payment of Purchase Price. The Purchase Price shall have been <br /> delivered to the County. <br /> 6.1.2 Representations and Warranties. All of City's representations and <br /> warranties as set forth herein shall be true as of the Closing. <br /> 6.1.3 No Default. City shall not be in material default hereunder. If the <br /> County does not give City written notice of City's default, for purposes of this Section 6.1.2 <br /> only, City shall be deemed not to be in default hereunder, and the Parties shall proceed with the <br /> Closing as though City were not in default. The County's failure to give such notice to City shall <br /> not excuse performance by City of any obligation hereunder. <br /> 6.2 City's Conditions. Each of the following shall constitute a condition <br /> precedent to the obligations of City to effectuate the Closing and may be waived only by a <br /> written waiver executed by City and delivered to the County: <br /> 6.2.1 Documents. Copies of the applicable documents described in <br /> Section 7.3.1 below shall have been delivered to City by the County. <br /> 6.2.2 Title Policy. If requested by City, the Title Company shall be <br /> irrevocably committed to issue the Title Policy upon the Closing. <br /> 6.2.3 Acceptance of Property. The City shall be satisfied, after <br /> reviewing Title and otherwise conducting Due Diligence as provided in Section 5.3, that the <br /> Property is suitable for its intended uses and acceptable to the City. Should the City fail to <br /> terminate the Transfer within the Due Diligence Period as provided in Section 5.3, the County <br /> Property shall be deemed suitable and acceptable to the City. <br /> 6.2.4 No Material Change. As of the Closing, the County shall not have <br /> caused any material change in the Property that would materially impair City's use or <br /> development of the Property. <br /> 6.2.5 Representations and Warranties. All of the County's <br /> representations and warranties as set forth herein shall be true as of the Closing. <br /> 6.2.6 No Default. The County shall not be in material default hereunder. <br /> If City does not give the County written notice of the County's default, for purposes of this <br /> Section 6.2.6 only, the County shall be deemed not to be in default hereunder, and the Parties <br /> shall proceed with the Closing as though the County were not in default. City's failure to give <br /> such notice to the County shall not excuse performance by the County of any obligation <br /> hereunder. <br /> 4 <br /> Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer <br />