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reasonable efforts to obtain and deliver to Optionee one or more updates to the Estoppel Certificate as Optionee may request, duly executed by Tenant. (h) Legal Parcel. The Land shall consist of one or more legal parcels as of the Closing. Notwithstanding anything in this Agreement to the contrary, the condition precedent set forth in this subparagraph may not be waived. (i) Environmental Condition. There shall exist no environmental matter having a material adverse impact on the Property that was known to Owner on the Agreement Date and was not disclosed in writing to Optionee within three (3) days after the Execution Date as provided in Paragraph 10(b) and Schedule 12(d) of this Agreement. (j) Leases. Other than the Lease, there shall exist no other leases, tenancies, or occupancy agreements affecting the Real Property or any part of the Real Property. (k) Material Conditions. Each of the above conditions is for the sole benefit of Optionee and each of such conditions is deemed to be material to and of the essence of this Agreement. 11. Conditions of Owner's Performance. All of Owner's obligations hereunder are expressly conditioned on the satisfaction at or before the Closing, or at or before such earlier time as may be expressly stated below, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Owner, at Owner's option): (a) Optionee's Representations and Warranties. Optionee's representations and warranties as set forth in Paragraph 13 below shall have been true and correct as of the Execution Date and the Closing Date. (b) Optionee's Performance. Optionee shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on Optionee's part at or prior to the Closing. (c) Optionee's Deliveries. Optionee shall have delivered to Escrow Holder all instruments and documents required on Optionee's part to effectuate this Agreement and the transactions contemplated hereby, including without limitation, escrow instructions in form and substance consistent with the requirements herein, a closing statement consistent with the terms of this Agreement, and a certificate of acceptance of the Grant Deed as required by Section 27281 of the California Government Code, and Optionee shall have timely deposited all funds to be deposited into the Escrow pursuant hereto, including without limitation the Closing Payment. 12. Owner's Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants to Optionee and its assigns, and makes the representations, warranties and covenants set forth in this Paragraph 12 for the benefit of Optionee and its successors and assigns. Owner shall notify Optionee in writing immediately if Owner becomes aware that any representation or warranty has become untrue or misleading in light of information obtained by Owner after the Agreement Date. Owner shall indemnify, protect, defend and hold harmless Optionee from and against all Claims arising from or relating to any misrepresentation made by Option Agreement 50 Chemical 10.5.2010 v. 8 15