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<br /> <br />Property Exchange Agreement - 10 <br /> <br /> <br />Section 6. Conditions to Closing. <br /> <br /> A. Conditions to the City’s Obligation. The City’s obligation to proceed to <br />Closing under this Agreement is subject to the following conditions precedent: <br /> <br /> 1. As of the Closing Date, this Agreement is in full force and effect and the <br />other Parties have timely performed each of their respective obligations and covenants <br />under this Agreement. <br /> <br /> 2. The representations and warranties of the other Parties in this Agreement <br />are true in all material respects as of the Closing Date. <br /> <br /> 3. As of the Closing Date, there shall have been no material adverse change <br />in the condition of the Exchange Property to be acquired by the City other than as <br />contemplated in this Agreement. <br /> <br /> 4. The City is able to obtain at Closing an Owner’s Policy to the Exchange <br />Property to be acquired by the City subject only to the Permitted Encumbrances <br />applicable thereto under Section 3. <br /> <br /> 5. As of the Closing Date, the City and the County must have executed <br />mutually agreeable assignments of any leases then in effect with respect to any tenancy in <br />the City Building, including any required consents of lessees to said assignments. <br /> <br />B. Conditions to the County’s Obligation. The County’s obligation to proceed to <br />Closing under this Agreement is subject to the following conditions precedent: <br /> <br /> 1. As of the Closing Date, this Agreement is in full force and effect and the <br />other Parties have timely performed each of their respective covenants under this <br />Agreement. <br /> <br /> 2. The representations and warranties of the other Parties in this Agreement <br />are true in all material respects as of the Closing Date. <br /> <br /> 3. As of the Closing Date, there shall have been no material adverse change <br />in the condition of the Exchange Property to be acquired by the County other than as <br />contemplated in this Agreement. <br /> <br /> <br />C. Conditions to CWU’s Obligation. CWU’s obligation to proceed to Closing <br />under this Agreement is subject to the following conditions precedent: <br />