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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 /> 2.10 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, plus 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 terminated in accordance with <br /> Section 7.1, and except to the extent that original 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 />