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(v) Property and Formation Documents. On or before the Contingency <br />Date, Buyer shall have approved in writing, in Buyer's reasonable discretion, the terms, conditions <br />and status of all of the Property Documents. <br />(vi) Delivery of Documents. Seller's delivery of all documents described <br />in Section 8, below <br />(vii) Representations and Warranties. All representations and warranties <br />of Seller contained in this Agreement shall be materially true and correct as of the date made and as <br />of the Closing. <br />(viii) Title Company Confirmation. The Title Company shall have <br />confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this <br />Agreement. <br />(ix) No Default. As of the Closing, Seller shall not be in default in the <br />performance of any material covenant or agreement to be performed by Seller under this <br />Agreement. <br />(b) Termination Right. Should any of Buyer's Contingencies not be met by the <br />Outside Date, and Buyer so informs Seller, Buyer may, by written notice to Seller, terminate this <br />Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one <br />party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, <br />unless Seller is in default hereunder, in which case Seller shall pay all such fees. If Buyer has <br />neither terminated this Agreement in writing ( "Termination Notice ") on or before 5:00 p.m. on the <br />Contingency Date as to the items set forth in Sections 6(a)(i) -(vi) inclusive, nor provided a written <br />satisfaction or waiver notice to Seller of each Buyer's Contingency to be satisfied as of the <br />Contingency Date, then all such Buyer's Contingencies shall be deemed to have been satisfied and <br />this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination <br />Notice as the items set forth in Sections 6(a)(vii)- (viii) inclusive, prior to the Closing, such Buyer's <br />Contingencies shall be deemed to have been satisfied. <br />(c) Seller's Cure Right. Buyer shall notify Seller, in Buyer's Termination <br />Notice, of Buyer's disapproval or conditional approval of any Title Documents. Seller shall then <br />have the right, but not the obligation, to (i) remove from title any disapproved or conditionally <br />approved Exception(s) (or cure such other title matters that are the basis of Buyer's disapproval or <br />conditional approval of the Title Documents) within five (5) business days after Seller's receipt of <br />Buyer's Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such <br />Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any <br />such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the <br />applicable period, to remove such Exception at or before the Closing. Seller's failure to remove <br />such Exception after committing to do so shall be a default hereunder. An Exception shall be <br />deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue <br />the Buyer's Title Policy, as defined herein, at the Closing deleting such Exception or providing an <br />endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If <br />Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure <br />other matters) within such five (5) business day period, Buyer shall have three (3) business days <br />after the expiration of such five (5) business day period to give Seller written notice that Buyer <br />elects to proceed with the purchase of the Real Property subject to the disapproved Title <br />5 <br />