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ARTICLE H. <br />PURCHASED ASSETS; <br />ASSUMPTION OF ASSUMED <br />LIABILITIES; CLOSING <br />2.1 Purchase, Sale and Option for the Purchased Assets. Subject to the terms and <br />conditions set forth in this Agreement, and in consideration of and upon the payment of the First <br />Option Payment, Seller and the Individuals, as applicable, hereby grant and convey to Buyer the <br />exclusive, irrevocable right and option to purchase the Purchased Assets (the "Option"), at any <br />time during the Option Term, but not thereafter, <br />2.2 Qption Mona. <br />(a) Concurrently with the execution of this Agreement, the Buyer is <br />depositing with the Title Company the First Option Payment to initially be held in trust by the <br />Title Company and to be released to Seller under the following terms and conditions. Once <br />Seller has escrowed with the Title Company the duly executed Deeds and Bill of Sale as required <br />herein to complete the Closing, the Title Company shall release the First Option Payment to <br />Seller, which payment shall be non-refundable to Buyer except in the event of a breach or default <br />by the Seller or the Individuals hereunder which is not cured within any applicable notice and <br />cure period. <br />(b) If Buyer terminates this Agreement due to a breach or default by the Seller <br />under this Agreement which has not been cured within any applicable notice and cure period, the <br />First Option Payment (and the Second Option Payment if previously made to Seller) shall be <br />returned to Buyer by Seller and the Parties shall be released from all obligations under this <br />Agreement which do not expressly survive termination. If Buyer does not so terminate this <br />Agreement and elects to Close the transactions contemplated hereunder, the First Option <br />Payment (and the Second Option Payment if previously made to Seller) shall be retained by <br />Seller but shall not be credited against the Purchase Price and shall not reduce the Purchase Price <br />due at the Closing. <br />2.3 Conditions and Term 2f Option. <br />(a) The initial term of the Option shall commence on the Execution Date and <br />shall end on the date that is one -hundred and eighty (180) days thereafter (May 29, 2018) (the <br />"Initial Option Term"), unless the Option is earlier terminated or extended pursuant to the <br />provisions of this Agreement. <br />(b) The Option shall automatically terminate and both Parties shall be released <br />from any and all obligations under this Agreement which do not expressly survive termination if <br />the Parties fail to consummate a Closing of the Purchased Assets during the Option Term (as it <br />may be extended in accordance with the terms of this Agreement) for any reason other than: (a) <br />the failure of Seller or any of the Individuals, as applicable, to sell the Purchased Assets (or any <br />portions thereof) to Buyer; (b) any other breach by Seller or any of the Individuals hereunder <br />which is not cured within any applicable notice and cure period granted herein or therein (if any); <br />