Common use of Buyer Conditions Clause in Contracts

Buyer Conditions. Notwithstanding anything to the contrary contained herein, the obligation of Buyer to close title 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: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet of the Improvements existing as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereof.

Buyer Conditions. Notwithstanding anything Buyer’s obligation to close the Transactions shall be subject to the contrary contained herein, the obligation of Buyer to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing satisfaction of each of the following conditions listed below; provided that Buyer, at its election, evidenced by written notice delivered to Seller at on or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, unless specifically waived in the form attached hereto as Exhibit “F” writing by Buyer, in whole or in part, at or prior to Closing: (a) Seller Parties shall have duly performed, satisfied and made a part hereof or certifying as complied with all agreements, covenants and conditions required by this Agreement (including Seller Parties’ obligation to duly execute (to the matters extent required) and deliver the certificates, agreements and other documents set forth in Section 1.10) and each of the other Transaction Documents to be performed, satisfied or complied with by Seller Parties prior to or on Exhibit “F” on such the Closing Date; (b) All of the representations, warranties, covenants and agreements of Seller Parties contained in this Agreement shall be true, correct and not breached as of the Effective Date and the Closing Date; (c) Buyer shall have obtained all permits, licenses, approvals, certificates, consents and other form as may be provided authorizations by any Tenantgovernmental authority Buyer deems necessary, provided that in each case such Estoppels are substantially its reasonable discretion, to consummate the same as those estoppel certificates that were delivered to Transactions and conduct the non-clinical aspects of the Business after Closing; (d) Buyer, Seller, Owner and Xx. Xxxx, shall have entered into the Transition Services Agreement; (e) Buyer shall have entered into either employment agreements or independent contractor agreements with the medical director of the Business immediately prior to the Inspection Period Expiration Closing Date in accordance with Section 4.7 and each other physician, advanced practice nurse, nurse practitioner, and physician assistant (collectively, the “Required EstoppelsClinical Providers”). Notwithstanding the foregoing ) named in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent Retained Worker List, which agreements shall become effective simultaneously with the of leased rentable square feet termination of the Improvements existing Transition Services Agreement; (f) Each individual other than the Clinical Providers named on the Retained Worker List shall have accepted employment with or engagement as an independent contractor by Buyer, which employment or engagement shall become effective as of the Closing Date; (g) An audit of the Audited Financial Statements shall have been completed, and the results of such audit shall be reasonably satisfactory to Buyer; (h) There shall not have been any Lien on, or material adverse change in or to the Purchased Assets, the Business or the Centers from the date of the Audited Financial Statements; and (i) The provisions of all Exhibits and Schedules attached to this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates Agreement that were delivered to Buyer prior to not attached at the Inspection Period Expiration Effective Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there updated by Seller Parties after the Effective Date shall be deemed acceptable to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofin its reasonable discretion.

Buyer Conditions. Notwithstanding anything (i) Seller providing Buyer, within ten (10) day of mutual execution of this Agreement, a title commitment report from the Title Company, naming Buyer as the proposed insured, and which proposes to insure the Property for $3,800,000. (ii) At closing the Seller shall convey to the contrary Buyer a fee simple interest in the Property, subject only to: a) The Deed of Trust securing payment of the above referenced Promissory Note. b) Those interests/restrictions/exceptions or conditions set out within a preliminary commitment of title insurance issued by the Title Company proposing to insure Buyer's title interest in the Property in the amount of $3.8 Million Dollars (the "Title Commitment") subject only to those exceptions to title and encumbrances, easements and interests in the Property that have been approved by the Buyer. Initials: /s/ TL ------ Buyer shall have ten (10) days following receipt of the Title Commitment to give notice to Seller that it approves or reasonably disapproves the matters set forth therein, failing which Buyer shall be deemed to have approved such matters. Any matters contained hereinin the Title Commitment which are deemed approved by Buyer are hereinafter referred to as the "Permitted Exceptions". If Buyer gives notice of its reasonable disapproval of any matter contained in the Title Commitment, Seller shall have a reasonable time to correct such matter to the Buyer's reasonable satisfaction, failing which, this Agreement shall be terminated and have no further force or effect and the provisions of Section 15 shall apply. (iii) At Closing the Buyer shall receive, in its name a standard owner's title insurance policy in the amount of the Purchase Price subject only to the Permitted Exceptions, or an extended owner's title policy if Buyer pays an additional amount to the Title Company for such coverage. (iv) At Closing the Seller shall convey the Personal Property to Buyer by means of a Xxxx of Sale subject only to a security interest for the benefit of Seller as evidenced by a Security Agreement executed by Buyer. (v) As of Closing, the obligation conduct by VCG Holding Corp. or Epicurean Enterpirses, L.L.C. of Buyer a "bar" and an "adult live entertainment establishment", as those terms are defined by the Phoenix City Code and Phoenix Zoning Code, shall be lawful and currently "Permitted Uses" of the Property per City of Phoenix Code and the Phoenix Zoning Ordinances. (vi) Prior to close title in accordance with this Agreement Closing, Xxxxxx Xxxxxxxxx, [who is expressly conditioned upon or will be the fulfillment by sole Member of Seller and EPICUREAN ENTERPRISES, L.L.C. as of the time of the Closing of each Closing, and who personally benefits by this transaction] individually, and on behalf of the conditions listed below; provided that BuyerSeller and Initials: /s/ TL ------ EPICUREAN ENTERPRISES, at its electionL.L.C., evidenced has agreed to indemnify the Buyer for any losses or damages suffered by written notice delivered the Buyer as a result of any Seller misrepresentations, fraud, or Seller caused performance failures related to Seller at or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 (vii) The Buyer or VCG Holding Corp. have acquired, to their reasonable satisfaction, all final permits, licenses, and approvals from all regulatory bodies or agencies required to permit these persons or entities to lease, own, use, and operate the Property or business at 0000 X. Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx as a "bar" and an "adult live entertainment" establishment, as those terms are defined by Arizona law and the Phoenix City Code/Phoenix Zoning Ordinances. (viii) As of Closing the Property is free of any hazardous or toxic materials or contaminants that would have been used or released by the Seller shall have delivered during the course of Seller's operation of an adult live entertainment establishment and that: a) Impair the value of the Property in Buyer's hands. b) Subject the Buyer to a legal obligation to cleanse, treat or detoxify any portion of the Property prior to resale. (ix) That the City of Phoenix has responded to the registration of the Property submitted by Buyer, Epicurean Enterprises, L.L.C. or VCG Holding Corp. pursuant to Section 701(e) of the Phoenix Zoning Ordinances with a declaration that Buyer estoppel certificates or VCG Holding Corp.'s use of the Property as a "bar" and "adult live entertainment establishment" is not challenged by the City of Phoenix or any competing adult business land user. (individuallyx) That, an “Estoppel” and, collectivelysubject to the provisions of Section 25(viii), the “Estoppels”) from Tenants occupying no less than eighty (80%) percent Buyer, in its own name or under the name of Epicurean Enterprises, L.L.C., or VCG Holding Corp., its owners, officers, agents or employees, are authorized by the leased rentable square feet of Seller to interact with regulatory authorities to acquire a written acknowledgement or commitment that the Improvements existing Property may, as of the date time of this Agreement Close or Buyer's inquiry, be lawfully used as a bar and adult live entertainment establishment per Phoenix law. Initials: /s/ TL ------ (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated xi) Confirmation that 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx is not more that thirty days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square within 1000 feet of the Improvements existing as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofanother adult use.

Buyer Conditions. Notwithstanding anything to the contrary contained herein2.3.1 If, by February 26, 2003, the obligation of Buyer to close title in accordance with GPSC has not approved this Agreement through the granting of a Certificate of Public Convenience and Necessity that is expressly conditioned unconditional or, if conditional, with conditions that are reasonably acceptable to Buyer (“GPSC Certificate”), then Buyer may terminate this Agreement upon the fulfillment by and as of the time of the Closing of each of the conditions listed below; written notice to Seller, provided that Buyer, at its election, evidenced by written such notice is delivered to Seller no later than midnight on March 12, 2003, at or prior which time this right of termination, if unexercised, shall expire. Upon a termination by Buyer pursuant to this Section 2.3.1, neither Party shall have any liability to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all other Party hereunder. Within fifteen (15) Days of the documents, and shall have taken or caused to be taken all issuance of the other actionGPSC Certificate, required Buyer shall provide Seller with written notice of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” whether the GPSC Certificate is unconditional and, collectivelyif not, whether the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of conditions are reasonably acceptable to Buyer. Absent such notice within the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”)specified period, including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet of the Improvements existing as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall GPSC Certificate will be deemed to be no covenant unconditional. 2.3.2 If prior to October 31, 2002, Buyer identifies credible evidence (including without limitation actual limitations placed on Facility operations or studies prepared by security coordinators of transmission systems other than the Transmission System) that constraints are reasonably likely to be imposed during the Term by the security coordinator of a transmission system other than the Transmission System that are reasonably likely to materially affect Seller’s part ability to meet Buyer’s Schedules, Buyer shall have the right to serve Seller with a written notice of termination of this Agreement. To be performed) effective, any such notice shall be received by Seller prior to November 2, 2002. Seller shall have until December 1, 2002 to demonstrate to Buyer’s reasonable satisfaction that such constraints will not materially affect Seller’s ability to meet Buyer’s Schedules. If Buyer does not agree with Seller and does not withdraw its termination notice on or before December 15, 2002, this Agreement shall terminate effective December 16, 2002, and neither Party shall have any further liability to the other Party hereunder. 2.3.3 If prior to June 30, 2002, Seller does not deliver to Buyer a default by Seller Guarantee in the form of Appendix H, Buyer may terminate this Agreement upon written notice to Seller, and Buyer neither Party shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofhave any further liability hereunder.

Buyer Conditions. Notwithstanding anything Buyer’s obligation to close the Transactions shall be subject to the contrary contained herein, the obligation of Buyer to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing satisfaction of each of the following conditions listed below; provided that Buyer, at its election, evidenced by written notice delivered to Seller at on or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, unless specifically waived in the form attached hereto as Exhibit “F” and made a part hereof writing by Buyer, in whole or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenantin part, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer at or prior to Closing: (a) All obligations of Seller Parties to be performed in this Agreement or the Inspection Period Expiration other Transaction Documents through and including the Closing Date (including all closing deliveries required under Section 1.10 and all other obligations Seller Parties would be required to perform at the Closing if the Transactions were consummated) shall have been performed in accordance with Section 4.7 all material respects; (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%b) percent the of leased rentable square feet All of the Improvements existing as representations, warranties, covenants and agreements of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth Seller Parties contained in this Section 12.2.2 Agreement shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects be true, correct and not breached as of the matters Effective Date and the Closing Date; provided that Buyer’s decision to proceed with Closing shall not serve as a waiver of any deficiency or breach thereof; (c) Buyer shall have received financing in an amount no less than the Purchase Price; (d) Seller shall have entered into an Amended and Restated Professional Services Management Agreement with Wilmington Health in a form reasonably acceptable to Buyer; (e) Buyer shall have entered into a new lease agreement or assumed Seller’s existing lease providing for Buyer’s use and occupancy of the Shipyard Center, in form and substance reasonably acceptable to Buyer; (f) ECEP II shall have renewed its Services and Staffing Agreement, dated January 1, 2000 and most recently amended on June 1, 2014, with Seller for another one-year term; (g) Buyer shall have obtained all Permits from any Governmental Authority, approvals under any Payor Contracts, and entered into all agreements with third parties, each as Buyer deems necessary, in its reasonable discretion, to consummate the Transactions, to perform its obligations under the Transaction Documents, and to manage the non-clinical aspects of the Business after Closing; (h) Seller shall have given all notices and obtained all consents, including those set forth in Schedule 2.7, required to enter into the form estoppel certificate certificates Transaction Documents and consummate the Transactions; (i) There shall not have been any Lien (other than Permitted Liens) on, or material adverse change in or to Seller’s assets (including the Purchased Assets) other than the distribution of real property located in Brunswick County, NC by Seller to Seamist, the Business or the Centers since the cutoff date of the most recent Audited Financial Statements; (j) Buyer and Seller shall have entered into a management services agreement governing the relationship of the parties after Closing pursuant to which Buyer will, among other things, perform substantially all nonclinical services related to the Business in exchange for a monthly management fee; and (k) The provisions of all Exhibits and Schedules attached to this Agreement that were delivered to Buyer prior to not attached at the Inspection Period Expiration Effective Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there updated by Seller after the Effective Date shall be deemed acceptable to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofin its reasonable discretion.

Buyer Conditions. Notwithstanding anything Buyer’s obligation to close the Transactions is subject to the contrary contained herein, the obligation of Buyer to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing satisfaction of each of the following conditions listed below; provided that Buyer, at its election, evidenced by written notice delivered to Seller at on or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, unless specifically waived in the form attached hereto as Exhibit “F” writing by Buyer, in whole or in part, at or prior to Closing: (a) Seller Parties shall have duly performed, satisfied and made a part hereof or certifying as complied with all agreements, covenants and conditions required by this Agreement (including Seller Parties’ obligation to duly execute (to the matters extent required) and deliver the certificates, agreements and other documents set forth in Article 1) and each of the other Transaction Documents to be performed, satisfied or complied with by Seller Parties prior to or on Exhibit “F” on such the Closing Date; (b) All of the representations, warranties, covenants and agreements of Seller Parties contained in this Agreement shall be true, correct and not breached as of the Effective Date and the Closing Date, and Buyer’s decision to proceed with Closing shall not serve as a waiver of any breach thereof; (c) Buyer shall have obtained all permits, licenses, approvals, certificates, consents and other form as may be provided authorizations by any Tenantgovernmental authority Buyer deems necessary, provided that in its reasonable discretion, to consummate the Transactions and conduct the non-clinical aspects of the Business after Closing; (d) Buyer shall have entered into either employment agreements or independent contractor agreements with all licensed healthcare providers including each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 physician, advanced practice nurse, nurse practitioner, and physician assistant (collectively, the “Required EstoppelsClinical Providers”). Notwithstanding the foregoing ) named in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent Retained Worker List, which agreements shall become effective simultaneously with the of leased rentable square feet termination of the Improvements existing Transition Services Agreement; (e) Each individual other than the Clinical Providers named on the Retained Worker List shall have accepted employment with or engagement as an independent contractor by Buyer, which employment or engagement shall become effective as of the Closing Date; (f) Buyer shall have completed, to its satisfaction, its due diligence review of all financial, legal and other matters relating to the Purchased Assets, the Business and the Centers; (g) There shall not have been any Lien on, or material adverse change in or to the Purchased Assets, the Business or the Centers from the date of the most recent Financial Statements; and (h) The provisions of all Exhibits and Schedules attached to this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates Agreement that were delivered to Buyer prior to not attached at the Inspection Period Expiration Effective Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there updated by Seller Parties after the Effective Date shall be deemed acceptable to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofin its reasonable discretion.

Buyer Conditions. Notwithstanding anything Buyer’s obligation to the contrary contained herein, the obligation of Buyer proceed to close title in accordance with Closing under this Agreement is expressly conditioned upon subject to the fulfillment following conditions precedent with respect to each Property: (a) Buyer shall have received, within the timeframe set forth in Section 6.5, all Estoppel Certificates required by Section 6.5, each fully and as properly signed, and each with content acceptable to IRET in its sole but reasonable discretion; (b) Buyer shall have waived or be deemed to have waived its right to terminate pursuant to any provision in this Agreement; (c) None of the time Major Tenants shall be the subject of any proceedings under state or federal law relating to bankruptcy or any similar proceedings; (d) Sellers shall have made all deliveries as required by Section 10.4 below; (e) At least three (3) business days prior to Closing, Buyer shall have received a marked-up Title Commitment from the Title Company, obligating the issuance of the Closing Title Policy in accordance therewith showing (effective upon Closing) title in Buyer subject only to such exceptions as have been approved by Buyer pursuant to this Agreement; (f) No notice or citation from any governmental authority alleging any violation of each of any law, ordinance, code, rule, regulation or order regarding such Property or the conditions listed below; provided that Buyeruse thereof shall be outstanding and uncured; (g) Buyer shall have received, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates least five (individually, an “Estoppel” and, collectively, the “Estoppels”5) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty business days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof or certifying as written consent of Lender to Buyer’s assumption of the matters set forth Debt, on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered terms acceptable to Buyer in its sole and absolute discretion; and (h) Each Seller shall have performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed or complied with by it at or prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”)Closing. Notwithstanding If any of the foregoing conditions are not satisfied or waived by Buyer on or before the Closing Date, then Buyer may on written notice to Sellers terminate this Agreement in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five its entirety (65%) percent the of leased rentable square feet and receive refund of the Improvements existing Xxxxxxx Money) or as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofProperty only.

Buyer Conditions. Notwithstanding anything The Buyer’s obligation to consummate the Transaction is subject to the contrary contained herein, the obligation satisfaction of Buyer to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the these 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: 12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required PercentageBuyer Conditions”)): (1) the US EDA awarding the Grant to Big Sky EDA; (2) Big Sky EDA receiving the Grant Funds; (3) the Closing Agent irrevocably commits to issue the Title Policy with the Coverage Enhancements showing only the Commitment Exceptions the Seller does not agree to remove from the Commitment at or before the Closing; (4) the Seller Representations were accurate on the Agreement Date and are accurate at the Closing; and (5) the Seller has complied with those of its obligations under this Agreement with which it must comply before the Closing. The Seller shall use reasonable efforts to cause the Buyer Conditions to be satisfied. The Buyer may terminate this Agreement: (1) if the Award Date or the Denial Date does not occur by September 30, including Estoppels from Clear Channel Broadcast 2019; (2) as provided in the sections with the descriptive headings Federal Grant, Title Commitment Objections, and Celeren Corporation, all dated Property Condition; (3) before the expiration of the Review Period if it is not more that thirty days prior to satisfied with the results of the Review; (4) if the Closing does not occur on the Closing Date, except that right to terminate will not be available if the Buyer’s failure to comply with any obligation under the Agreement resulted in the form attached hereto as Exhibit “F” and Closing not occurring on the Closing Date; (5) any Seller Representation was inaccurate when made such that a part hereof or certifying as to the matters set forth on Exhibit “F” on such other form as may Buyer Condition could not be provided by satisfied; (6) any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet of the Improvements existing Representation made as of the Agreement Date could not be made again on any date after the Agreement Date and before the Closing Date so as to satisfy a Buyer Condition; or (7) the Seller fails to comply with any of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) its obligations under this Section 12.2.3 shall constitute only Agreement such that a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall Condition could not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofsatisfied.

Buyer Conditions. Notwithstanding anything Each of the following conditions shall be an express condition to the contrary contained herein, closing of the obligation transactions contemplated hereby (unless satisfaction of any such condition is expressly waived by Buyer in a writing delivered by Buyer to close title the Company): (a) (i) each of the representations and warranties of the Company contained in accordance with this Agreement is expressly conditioned upon the fulfillment by shall be true and correct in all material respects as of the time date hereof (without giving effect to any exception for “Material Adverse Effect” or other qualifier using the term “material” or any variation thereof); (b) no action or proceeding by any Governmental Entity shall have been instituted or threatened which enjoins or prohibits, or would be reasonably expected to enjoin or prohibit, any provision of this Agreement or the consummation of the Closing transactions contemplated hereby and no action or proceeding by any other Person shall have been instituted that has resulted in any order or injunction that prohibits or enjoins any provision of this Agreement or the transactions contemplated hereby; (c) no Law shall be in effect that prohibits or declares illegal the transactions contemplated by this Agreement; (d) all material consents, waivers, approvals, authorizations, exemptions, registrations, licenses, declarations or filings from or with a Governmental Entity (including the NASD), the receipt or making of which is required for the consummation of the transactions contemplated by this Agreement, and each of the conditions consents listed below; provided that Buyeron Schedule 4.04 shall have been obtained or made, at its electionand all waiting periods specified under applicable Law including, evidenced by written notice delivered to Seller at or prior if and to the Closingextent applicable, may waive any applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, and all or any extensions thereof, the passing of which is necessary for such conditions: 12.2.1 Seller consummation, shall have executed and delivered passed; (e) there shall not have occurred a Material Adverse Effect with respect to the Business; (f) Buyer all of the documents, and shall have taken or caused received an opinion of counsel for the Company to be taken all of the other action, required of Seller under this AgreementBuyer. 12.2.2 Seller (g) Buyer shall have received an executed Bxxx of Sale, Assignment and Assumption Agreement (the “Bxxx of Sale, Assignment and Assumption Agreement”); and (h) the Company and the Manager shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof other documents or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet of the Improvements existing as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofmay reasonably request.

Buyer Conditions. Notwithstanding anything to the contrary contained herein, the obligation The obligations of Buyer to close title proceed with Closing are subject, at Xxxxx’s discretion, to the satisfaction or waiver of all of the following conditions: (a) The absence of any material adverse changes in accordance with the condition or operation of the System between the Effective Date hereof and the Closing Date and the absence of a discovery of any material adverse fact, matter, condition, event or circumstance concerning the condition or operation of the System; (b) The receipt of all required governmental approvals including, but not limited to, Commission Approval of the terms of this Agreement as more fully described in Section 16.1; (c) The completion of Xxxxx’s review of all easements and related real estate documents establishing, to the reasonable satisfaction of Buyer, that it is expressly conditioned upon acquiring and taking assignment of all such recorded easements, utility permits, leasehold interests, subleases, and other occupancy arrangements and rights thereunder for real property as are required in the fulfillment by operation of the System; (d) The representations and warranties of Seller herein contained shall be true in all respects on the Closing Date with the same effect as though made at such time and Seller shall have performed all obligations applicable to Seller and complied with all covenants and conditions prior to or as of the time Closing Date; however, the Seller specifically excludes from this Agreement any warranties, expressed or implied, or any representations, either expressed or implied, as to the condition of the Closing of each of the conditions listed below; provided that BuyerPurchased Assets, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: 12.2.1 Seller shall have executed which are being sold and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement. 12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, purchased on an “EstoppelAS IS” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Datebasis, in the form attached hereto as Exhibit “F” present condition and made location; (e) Buyer shall have received a part hereof or certifying as valid natural gas franchise from the City in order to operate the matters set forth on Exhibit “F” on such other form as may be provided by any TenantSystem, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered with terms and conditions acceptable to Buyer prior to in its sole discretion; and (f) In any instance where (i) easements or real property rights associated with the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet operation of the Improvements existing as System were originally granted by landowners to Kykuit Resources, LLC, TaTonka Natural Gas Company or any other affiliate, subsidiary or related company of Sleepy Hollow; or (ii) easements, leases or real property rights associated with the operation of the date of this AgreementSystem are deficient, including Clear Channel Broadcast and Celerenincomplete or inaccurate, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller Buyer shall have delivered one received from the applicable landowner a new or more certificates in substantially modified easement, lease or real property rights allowing for the same form as ongoing maintenance and operation of the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent permitted herein) under this Section 12.2.3 shall constitute only a failure of a condition to Buyer’s obligations hereunder (in respect of which there shall be deemed to be no covenant on Seller’s part to be performed) and not a default by Seller, and Buyer shall not be entitled to specific performance of such obligation of Seller to deliver such Required Estoppels. In addition, Seller’s failure to obtain the Required Estoppels (not including Seller’s Certificates) shall not entitle Buyer to the remedies under Section 13.3 hereofSystem.