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11 <br /> <br /> <br />(b) Waive the Contingency and proceed to close. <br /> <br />Notwithstanding anything contained herein to the contrary, Buyer shall not be obligated <br />to perform under this Agreement and may terminate this Agreement and receive an <br />immediate refund of the Earnest Money (upon Buyer’s written notification to Seller and <br />the Title Company) unless: <br /> <br />(a) Through the Closing Date, Seller shall have timely performed all of <br />Seller’s obligations under this Agreement and all of Seller’s representations <br />and warranties shall be true and correct; <br /> <br />(b) Any and all liens and security interests affecting all or any part of the <br />Property have been paid and fully released on or before the Closing Date; <br /> <br />(c) Seller shall have complied with the requirements set forth in Section <br />8 above and the Plat shall have been recorded and the Survey and Title <br />Commitment shall have been updated at Buyer’s expense to reflect the <br />post-Plat legal description of the Property; <br /> <br />(d) The Associated Contract, as defined in Section 30, and this <br />Agreement shall close simultaneously; <br /> <br />(e) The Road Relocation Escrow Agreement, as defined in Section 31, <br />shall have been negotiated and executed; and <br /> <br />(f) Seller shall be able to deliver exclusive and vacant possession of the <br />Property to Buyer <br /> <br />(g) Seller shall have complied with the requirements set forth in Section <br />5 and shall have delivered the Instrument to Buyer. <br /> <br />All of the conditions set forth above (the “Buyer’s Contingencies”) are intended to be <br />solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer <br />shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole <br />option, waive any of Buyer’s Contingencies to Buyer’s Performance specified in this <br />Section 13 by giving written notice to Seller at any time on or before the Closing Date or <br />earlier date specified for such condition precedent. <br /> <br />16. Assignment. Buyer may assign its rights in this Agreement without the prior <br />written consent of Seller, provided that: (i) Buyer provides written notice of such <br />assignment to Seller, (ii) that the assignee is an entity which is affiliated with, or under <br />common control by, the Buyer, and (iii) that the assignee assumes all rights and