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provided that Buyer is not then in material breach of this Agreement: (a) Seller has notified Buyer that it does not intend to develop the New YMCA, as set forth in the Master Project Agreement and the parties have terminated the Master Project Agreement; or (b) any condition to Closing contained in Section 4.1 (Buyer's Conditions) has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.3 (Approval/Disapproval of Due Diligence Investigation), Section 3.4 (Title Review) or Article 10 (Damage, Destruction and Condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller's material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance. 9.6.2 Seller's Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 (Seller's Conditions) has not been satisfied or waived by Seller by the Closing Date. 9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to Section 9.6.1 (Buyer's Termination) or 9.6.2 (Seller's Termination), Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder. 9.6.4 Remedies. (a) Buyer's Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer. (b) Seller's Remedies. If Seller's conditions precedent have been satisfied, and Closing does not occur due to failure of Buyer to meet its obligations or the fulfillment of any Buyer's obligations contained herein, Seller may pursue all remedies permitted herein and by law, including the remedy of specific performance. (c) Termination after Six (6) Years. If the transaction contemplated herein does not close within Six (6) years from the Effective Date, either party may terminate this Agreement with notice to the other, Buyer may receive a refund of its deposit from Seller and neither party shall have any further obligation to each other. 9.7 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 (Seller's Deposit of Documents and Funds Into Escrow) and 9.5 (Buyer's Deposit of Documents and Funds), has received notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall: 9.7.1 Record the Grant Deed; 9.7.2 Cause the Title Company to issue the Title Policy to Buyer; 82483.00016\32456469.4 14