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7. DELIVERY OF POSSESSION: CASUALTY: CONDEMNATION. Possession of the Property shall be delivered to Buyer on the Closing Date. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing and risk of loss to the Property due to any other cause remain with Seller until Closing. Seller agrees not to commit or permit material waste upon the Property, and Seller represents that the Property shall remain in substantially the same condition as it is now; provided, Seller may commence and pursue the activities permitted during the Post Closing Access Period at any time following the Effective Date of this Agreement. In addition, Seller will not cause or permit any trees or shrubbery to be cut on the Property without the prior written consent of Purchaser or its assigns, except to the extent required by governmental authorities. If, prior to Closing, the Property is not in substantially the same condition as it is now, or all or part of the Property is destroyed, damaged or subjected to a bona fide threat of condemnation, expropriation or other proceeding, not the result of Buyer's intended use or development of the Property, Buyer may elect to (i) cancel this Contract, in which event all parties shall be relieved and released of and from any further duties, obligations, right or liabilities hereunder except for those which expressly survive the termination of this Contract, and the Earnest Money shall be returned to Buyer or (ii) Buyer may declare this Contract to remain in full force and effect, and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation, shall be effected, and at Closing, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage. S. DEFAULT: REMEDY. If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Seller under this Agreement, and provided such default shall continue for a period of two (2) business days after Seller's receipt of written notice from Buyer specifying such default, Buyer shall have the option, as its sole and exclusive remedy, to (a) waive such default, (b) terminate this Agreement by written notice to Seller and upon such termination receive back the Good Faith Deposit. Said refund of the Good Faith Deposit shall not limit Buyer's rights to pursue other damages; provided such damages shall be limited to the actual, direct out-of-pocket costs expended by Buyer in inspecting the Property and/or complying with the terms of this Agreement. If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Buyer under this Agreement, and provided such default shall continue for a period of two (2) business days after Buyer's receipt of written notice from Seller specifying such default, Seller shall have the option, as its sole and exclusive remedy, to terminate this Agreement by written notice to Buyer and upon such termination the Good Faith Deposit shall immediately be paid to Seller as full liquidated damages and in full satisfaction of all remedies as are available at law or in equity to Seller. 9. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller hereby represents and warrants to the Buyer that: (a) The execution and performance of this Agreement by Seller, and the Closing contemplated by this Agreement, will not conflict with any provision of law applicable to Seller, nor will it result in the breach of any provision of, or constitute a default under, any agreement or instrument to which Seller is a party or by which Seller is bound. (b) There are no service, maintenance, property management, leasing or other contracts affecting the Property in existence of the Effective Date, and no such contracts will be in existence on the Closing Date. 999999.009-2231269x3