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(b) The Escrow Agent shall release the First Option Payment to the Seller <br />promptly following the receipt of the duly executed Deeds and Bill of Sale from the Seller and <br />the Individuals, with such documents to be held in escrow pending the consummation of the <br />Closing contemplated by this Agreement. <br />(c) If the Closing does not occur on or before the Termination Date for any <br />reason other than a breach of this Agreement by Seller or any the Individuals which is not cured <br />within any applicable notice or cure periods (if any), then, if not previously released to Seller, the <br />Escrow Agent shall release the First Option Payment (and the Second Option Payment if in the <br />Escrow Agent's possession) to Seller as liquidated damages as the sole and exclusive remedy of <br />Seller and the Individuals under this Agreement, other than any remedy Seller may have under <br />Sections 8.3(c) or 9.6. below. <br />(d) If the Closing does not occur on or before the Termination Date as a result <br />of a breach of this Agreement by Seller or any of the Individuals which is not cured within any <br />applicable notice or cure periods (if any), then, if not previously released to the Seller, the <br />Escrow Agent shall release the First Option Payment (and the Second Option Payment if in <br />Escrow Agent's possession) to Buyer. If Seller has previously received the First Option Payment <br />from the Escrow Agent, Buyer shall have a right to specific performance of this Agreement to <br />compel Seller and the Individuals to Close in accordance with the terms of this Agreement or the <br />right to require Seller to refund the First Option Payment (and the Second Option Payment if <br />previously made to Seller) to the Buyer. <br />2.1 q Purchase Price: Closing. <br />(a) On the Closing Date, in consideration of the sale and transfer of the <br />Purchased Assets, the Buyer shall assume the Assumed Liabilities and pay to the Title Company <br />and the Title Company shall distribute to the Seller and the individuals (in such amount or <br />percentages as stated in the Wire Instructions), an amount equal to the Purchase Price, >L or <br />minus. as applicable, the adjustments set forth in the provisions of Section 2.11 (the "Closing <br />Payment"), in immediately available funds by wire transfer in accordance with the Wire <br />Instructions. In the event that the Seller and the Individuals do not deliver updated Wire <br />Instructions at least two Business Days prior to the Closing, the Buyer shall be entitled to deliver <br />the Purchase Price to the Title Company to be distributed by the Title Company in accordance <br />with the form of Wire Instructions attached as Exhibit E or any other lawful method. <br />(b) Unless this Agreement shall have been tern inated in accordance with <br />Section 7.1, and except to the extent that originaI signed documents are required by the Title <br />Company in order to enable it to issue a title policy in accordance with Article V below, the <br />Closing shall take place remotely by the electronic exchange of documents and signatures on or <br />prior to the fifth (5th) Business Day after the delivery of a Closing Notice (the "Closing Notice") <br />by the Buyer on the one hand to the Seller or the Individuals on the other hand stating that the <br />conditions set forth in Article VI have been deemed to have been satisfied or waived (except for <br />the conditions that, by the express terms thereof, are not capable of being satisfied until the <br />Closing Date (including the delivery of the Closing Payment), subject to the satisfaction or <br />waiver of those closing conditions at the Closing), unless another date or time is agreed to in <br />writing by the Parties (such date, the "Closing Date"). The Buyer shall be entitled to deliver a <br />11 <br />