R2003-20 AUTHORIZING AGREEMENT - Laserfiche WebLink

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9. The Operation and Easement Agreement ("OEA") in a form similar to that attached hereto as Exhibit D shall have been approved by Buyer,Seller and all other parties thereto, and shall be in executable form. B. If any of the conditions set forth in this Section 5.1 are not found to exist to the satisfaction of Buyer, in its reasonable discretion, then Buyer may, at its sole option,terminate this Agreement by giving written notice to Seller at any time on or before the date which is one hundred eighty (180) days after the Effective Date of this Agreement. Upon such termination, both parties shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement.The conditions set forth in this Section 5.1 are for Buyer's sole benefit, and Buyer may, in its sole and absolute discretion,waive(conditionally or absolutely)the fulfillment of any one or more of the conditions,or any part thereof. Seller shall not take or authorize,directly or indirectly, any action that modifies or changes the circumstances upon which the conditions set forth in this Section 5.1 were deemed satisfied or waived by Buyer. SECTION 5.2 - CLOSING CONTINGENCIES. Buyer's obligation to close the transaction contemplated by this Agreement shall be further conditioned upon Buyer satisfying itself on or before the Date of Closing (as defined at Section 12.1 below)that the following conditions are met: 1. Seller's disclosures on the Certificate(as defined in Section 10.3 below)do not reveal any matter unacceptable to Buyer. 2. Subject to disclosures on the Certificate that are acceptable to Buyer, all of the representations and warranties of Seller contained in this Agreement, and all of the representations and warranties to be made by Seller pursuant to Section 10.4 below are true and correct in all respects on the Date of Closing as if the same were made on and as of such date. 3. The conditions and/or circumstances found to exist during Buyer's investigations and studies of the Property pursuant to Section 7.1 hereof shall remain unchanged. 4. Seller shall have acquired fee title to the Shopping Center Tract, and all covenants of Seller required in this Agreement to be performed on or before the Date of Closing have been timely and duly performed in all material respects. 5 ::ODMA\PCDOCS\NE WARIC�617546\3 February 12,2003