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all reqUIsIte action has been taken to make this Agreement valid and binding on Buyer 111 accordance with its terms. 9. Conditions Precedent to Closing. 9.1 Conditions to Buyer's Obligations. Each of the following events or occurrences ("Buyer's Conditions Precedent") shall be a Condition Precedent to Buyer's obligation to close this transaction. If the Buyer's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Seller shall have thirty (30) days after Buyer delivers to Seller written notice of such unsatisfied Buyer's Condition Precedent within which to satisfy the unsatisfactory condition and should Seller not have done so within said 30-day period, Buyer shall have the right to either (i) terminate this Agreement by giving notice thereof to Seller, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement, except for those that expressly survive termination o(this Agreement; or (ii) waive the condition and close. (a) Representations. The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on the Closing Date subject to the 30-day extension provided in. (b) Seller's Obligations. Seller shall have performed in all material respects all covenants, agreements, and obligations and complied in all material respects with all conditions required by this Agreement to be performed or complied with by Seller prior to Closing Date (as the same may be adjourned pursuant to this Agreement) subject to the 30-day extension provided in Section 9.1 above. (c) Possession. The Property shall be free and clear of any persons, tenants, or improvements of any kind on the Closing Date, except for Lessee as set forth herein and for the improvements existing on the Effective Date. 9.2 Conditions to Seller's Obligations. Each of the following events or OCCUlTences (the "Seller's Conditions Precedent") shall be a Condition Precedent to Seller's obligation to close this transaction. If the Seller's Conditions Precedent have not been satisfied on or before the Closing Date (as the same may be adjourned pursuant to this Agreement), Buyer shall have thirty (30) days after Seller delivers to Buyer written notice of such unsatisfied Seller's Condition Precedent within which to satisfy the unsatisfactory condition and should Buyer not have done so within said 30-day period, Seller shall have the right to either (i) exercise any and all remedies available under this Agreement or at law or in equity, including terminating this Agreement and receiving and retaining all Escrow Funds, whereupon Buyer and Seller shall be relieved of all further obligations under this Agreement, except for those that expressly survive termination of this Agreement; or (ii) waive the condition and close: (a) Representations. The representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on the Closing Date subject to the 30-day extension provided in Section 9.2 above. !b) Buyer's Obligations. Buyer shall have performed in all material respects all covenants, agreements, and obligations and complied in all material respects with all Crescent Heights XLIV, Inc. #2 10 SIB