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Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow <br />Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. <br />Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary <br />supplemental escrow instructions or other instruments reasonably required by Escrow Holder to <br />consummate the transaction contemplated by this Agreement; provided, however, that no such <br />instruments shall be inconsistent or in conflict with, amend or supersede any portion of this <br />Agreement. If there is any conflict or inconsistency between the terns of such instruments and the <br />terms of this Agreement, then the terns of this Agreement shall control. Without limiting the <br />generality of the foregoing, no such instruments shall extinguish any obligations imposed by this <br />Agreement or any other agreement between Seller and Buyer. <br />(b) Closing without use of Escrow. At the election of Seller, the parties will <br />effect the conveyance of the Property and payment of the Purchase Price without use of an escrow <br />holder provided that: (i) Seller confirms to Buyer that Seller agrees that the Deed may be recorded <br />among the official records of the County Recorder of the County of Orange after Buyer confirms to <br />Seller that Buyer holds moneys equal to the Purchase Price and will transfer such moneys to City <br />within one (1) business day after the Deed is recorded, and (ii) Seller confirms to Buyer that the <br />Title Company has committed to issue the "Buyer's Title Policy" (as described in Section 6 hereof) <br />in a form and subject only to exceptions that are acceptable to Buyer. <br />(c) Closing. For purposes of this Agreement, the "Closing" or "Closing Date" <br />shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in <br />which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing <br />shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are <br />satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, <br />occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by <br />delivering written notice to the other at any time after the outside Closing Date; provided, however, <br />that if either party is in default under this Agreement at the time of such termination, then such <br />termination shall not affect the rights and remedies of the non - defaulting party against the defaulting <br />party. <br />4. Seller's Delivery of Real Property and Formation Documents. Within ten (10) <br />days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the <br />Property Documents "): <br />(a) Copies of tax bills. <br />(b) Such proof of Sellers' authority and authorization to enter into this <br />Agreement and to consummate this transaction as may be reasonably requested by Buyer and the <br />Title Company consistent with the terms of this Agreement. <br />5. Buyer's Right of Entry. From and after the Effective Date through the earlier to <br />occur of the termination of this Agreement or the Closing, Buyer and Buyer's employees, agents, <br />consultants and contractors shall have the right to enter upon the Real Property during normal <br />business hours, provided reasonable prior notice has been given to Seller. <br />(a) Investigation of the Real Propert y. In addition to the foregoing, the Buyer <br />shall have the right, at its sole cost and expense, prior to the Contingency Date, to engage its own <br />environmental consultant (the "Environmental Consultant ") to make such investigations as Buyer <br />2 <br />