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<br /> <br />Property Exchange Agreement - 11 <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 CWU other than as <br />contemplated in this Agreement. <br /> <br /> 4. As of the Closing Date, CWU and the County must have executed a <br />ground lease for the real property owned by the County on which the Exchange Property <br />being acquired by CWU is located. <br /> <br />Section 7. Closing. <br /> <br /> A. The closing of the property exchange contemplated by this Agreement <br />(“Closing”) shall occur within (30) days after the Due Diligence Period ends (“Closing <br />Date”). For purposes of this Agreement, Closing shall have occurred when all appropriate <br />documents are recorded. The Closing of this transaction shall occur in the office of First <br />American Title Company of Ellensburg, Washington, or such escrow, title insurance <br />company, or attorney as the Parties may agree, either in person or virtually in accordance <br />with Washington law, on or before the Closing Date. <br /> <br />Notwithstanding anything to the contrary, the obligations of each Party to consummate <br />this transaction shall be subject to the fulfillment on or before the Closing Date of all of <br />the Closing conditions contained in this Section 7, any or all of which may be waived in <br />writing only by the Party for whose benefit said condition accrues, and the delivery of the <br />following items: <br /> <br /> B. At Closing and through escrow, the following shall occur: <br /> <br /> 1. CWU shall deliver to the Title Company for recording a quit claim <br />deed for the CWU Property in a form acceptable to the City, fully executed and <br />acknowledged by CWU and conveying title subject only to the Permitted <br />Encumbrances; <br /> <br />2. CWU shall deliver to the Title Company for recording a real estate <br />excise tax affidavit in the form applicable to the CWU Property; <br /> <br /> 3. The County shall deliver to the Title Company for recording a bill <br />of sale for the County Building in a form acceptable to CWU, fully executed and <br />acknowledged by the County, and conveying title;