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9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to <br />Section 9.6.1 (Buyer's Termination) or 9.6.2 (Seller's Termination), Escrow Holder shall <br />promptly return to Buyer and Seller, respectively, all documents and monies deposited by them <br />into escrow without prejudice to their rights and remedies hereunder. <br />9.6.4 Remedies. <br />(a) Buyer's Remedies. If Seller breaches this Agreement, Buyer shall <br />be entitled to pursue all remedies permitted herein and by law, including the remedy of specific <br />performance. No termination of the escrow by Buyer following a breach by Seller shall be <br />deemed to waive such breach or any remedy otherwise available to Buyer. <br />(b) Seller's Remedies. If Seller's conditions precedent have been <br />satisfied, and Closing does not occur due to failure of Buyer to meet its obligations or the <br />fulfillment of any Buyer's obligations contained herein, Seller may pursue all remedies permitted <br />herein and by law, including the remedy of specific performance. <br />(c) Termination after Six 6 Years. If the transaction contemplated <br />herein does not close within Six (6) years from the Effective Date, either party may terminate <br />this Agreement with notice to the other, Buyer may receive a refund of its deposit from Seller <br />and neither party shall have any further obligation to each other. <br />9.7 Closing. When Escrow Holder has received all documents and funds identified in <br />Sections 9.3 (Seller's Deposit of Documents and Funds Into Escrow) and 9.5 (Buyer's Deposit of <br />Documents and Funds), has received notification from Buyer and Seller that all conditions to <br />Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is <br />irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall: <br />9.7.1 Record the Grant Deed; <br />9.7.2 Cause the Title Company to issue the Title Policy to Buyer; <br />9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver <br />to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; <br />(b) fully executed original counterparts of the Bill of Sale, the General Assignment; and (c) the <br />Seller's Certificate, and the Non -foreign Certification; <br />9.7.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8 <br />(Prorations)) to Seller. <br />Escrow Holder shall prepare and sign closing statements showing all receipts and <br />disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the <br />Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required <br />under Section 6045(e) of the Internal Revenue Code. <br />9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and <br />disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately <br />preceding the Closing Date. Not less than Five (5) business days prior to the Closing, Seller <br />shall submit to Buyer for its approval a tentative prorations schedule showing the categories and <br />amounts of all prorations proposed. The parties shall agree on a final prorations schedule prior <br />ATTY/AGR/2019.316.1 /YMCA— PURCHASE AND SALE AGREEMENT <br />Page 14 of 27 <br />