Conditions to Obligations of Buyer Notwithstanding anything to the contrary contained herein, the obligation of Buyer to close and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below, provided that Buyer, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: (a) Seller shall have: (i) executed and delivered to Buyer, or the applicable party, all of the documents required to be delivered by Seller at the Closing; (ii) taken all other action required of Seller at the Closing; and (iii) performed all other obligations required to be performed by Seller under this Agreement on or prior to the Closing Date in all material respects. (b) Title to the Property shall have been conveyed to Buyer. (c) The representations and warranties of Seller contained in Section 11.1 shall be true and correct in all material respects as of the Closing Date, as though made at and as of the Closing Date. (d) The Title Company shall have issued the Title Insurance Policy insuring Buyer’s good, marketable and indefeasible title to the Property subject only to the Permitted Exceptions and with all endorsements reasonably required by Buyer. (e) There shall be no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would prevent Seller from performing its obligations under this Agreement. (f) Seller shall have cancelled and terminated all agreements of Seller applicable to the Property and provided Buyer with evidence of same. (g) There shall be no judicial, administrative or other adversarial suit, action or proceeding pending against Seller or the Property which was not disclosed to or discovered by Buyer before the end of the Due Diligence Period and which will be binding against the Property from and after the Closing. (h) There shall be no material adverse change in the condition of the Improvements from the condition as of the Effective Date, reasonable wear and tear excepted. (i) Buyer and New Operator shall have received all Regulatory Approvals. (j) The OTA having been executed by Seller upon terms satisfactory to New Operator and the closing for the transaction contemplated by the OTA being scheduled to close contemporaneously with the Closing. (k) There shall be no materially adverse matters disclosed on the phase I environmental study ordered by Buyer or its lender.