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(a) All representations and warranties of each Party set forth in this <br />Agreement shall be true and correct as of the date of the Close of Escrow; <br />(b) Each Party shall timely perform all obligations required by the terms of <br />this Agreement to be performed by it; <br />(c) The irrevocable and unconditional written agreement of Title Company to <br />record the grant deeds at the Close of Escrow and to issue the Title Policy <br />to the receiving Party, effective as of the date and time the deed is <br />recorded; and, <br />(d) No material adverse physical change to either Property, including those <br />caused by condemnation and/or casualty, shall have occurred subsequent <br />to the Effective Date and on or prior to the Close of Escrow. <br />3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon <br />and after ("Close of Escrow"): <br />(a) Conveyance of the Bristol Property by the City and the Standard Property <br />by Naing as hereinabove provided; <br />(b) Acceptance by Naing of a Grant Deed conveying the Bristol Property, and <br />acceptance by the City of a Grant Deed conveying the Standard Property, <br />(c) Delivery to each Party of the policies of title insurance as hereinabove <br />provided; <br />(d) Recordation of the Grant Deed conveying the Bristol Property and the <br />Grant Deed conveying the Standard Property. <br />If escrow is not in a condition to close by the Close of Escrow, and failure to close <br />is due to unforeseen conditions of title or interest of third parties in either Property <br />that cannot be resolved in Escrow, then either Party may, at its option, request <br />cancellation of Escrow and this Agreement and return of any funds it has <br />deposited into escrow. Thereupon, all obligations and liabilities of the Parties <br />under this Agreement shall cease and terminate. If no such request is made, <br />Escrow shall be closed as soon as possible thereafter. <br />4. Representations and Warranties <br />4.1 Representations and Warranties of City. City makes the following representations <br />and warranties with respect to the Bristol Property, each of which shall survive <br />Close of Escrow: <br />5 <br />