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8.2. 1. Purchaser having received the approval contemplated under Article 4 (Approval By Board of Commissioners); 8.2.2. Purchaser having delivered the Purchase Price to Purchaser or its representative; 8.2.3. Purchaser having delivered the closing documents described in Section 6.3 (Items to be Executed and Delivered by Purchaser at Closing) of this Agreement; and 8.2.4. There being no uncured material default by Purchaser in the performance of any of Purchaser's obligations under this Agreement. 8.3. Rights Upon Failure of a Condition. The rights of the parties hereto in the event of the failure of a condition under this Article 8 shall be governed by Article 10 (Default). 8.4. Waiver of Conditions. Notwithstanding anything contained in this Article 8 to the contrary, Seller and Purchaser respectively reserve the right to waive any of the Closing conditions made for its benefit and proceed to close the transaction contemplated under this Agreement. In order to be effective, the waiver must be in writing, signed by the party waiving the condition and delivered to the other party in accordance with the notice requirements set forth in Section 11.3 (Notices). 9. CONDEMNATION AND EMINENT DOMAIN. If, prior to the Closing Date, the Property or any portion thereof shall be subjected to any condemnation, eminent domain or similar action or proceeding then Seller may, in its sole discretion, cancel and terminate this Agreement, in which event Seller and Purchaser shall have no further obligations, duties or liabilities, one to the other, with respect to the subject matter of this Agreement, except for any Surviving Obligations. 10. DEFAULT 10.1. Default by Purchaser; Remedies of Seller. 10.1.1. If, prior to Closing. Purchaser shall fail, neglect or refuse to perform, or otherwise default in the performance of, any of the covenants, agreements, duties or obligations set forth in this Agreement on its part to be performed within the time or times specified herein, or in the event of a material breach or inaccuracy of Purchaser's representations and warranties contained in Section 7.5 (Purchaser's Representations and Warranties) above, then Purchaser shall be in default under this Agreement. If Purchaser shall fail to cure such default on its part within five (5) days following the giving of notice thereof from Seller, Seller may terminate this Agreement, and pursue against Purchaser all of Seller's rights and remedies at law or equity. 10.1.2. If, from and after the Closing, Purchaser shall fail, neglect or refuse to perform or otherwise default in the performance of, any of the Surviving Obligations required to be performed on Purchaser's part under this Agreement, and Purchaser shall fail to cure such default within thirty (30) days following the giving of notice thereof from Seller, Seller may exercise against Purchaser any and all rights and remedies that are available to Seller at law or in equity. The provisions of this Section 10. 1.2 shall survive the Closing. January S, 2008 12