Common use of By Seller Clause in Contracts

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least Seller shall deliver (a) one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): (a) The duly executed original of a Deed substantially in the form of EXHIBIT L Exhibit A attached hereto, duly executed by Seller and acknowledged; hereto (the “Deed”); (b) Two two (2) original counterparts duly executed counterpart originals of a Xxxx of Sale and Omnibus Agreement in the form attached hereto as Exhibit B (the “Omnibus Agreement”); (c) two (2) duly executed originals of a certificate respecting the “non-foreign” status of US/D2 Holdings, L.L.C., the indirect sole owner of Seller, in the form of EXHIBIT M Exhibit H attached hereto; (d) two (2) duly executed originals of Seller's counterpart of the Closing Statement (as hereinafter defined), dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property; (e) one (1) original of the transfer tax declarations (“Transfer Declarations”) duly executed by Seller in the form required by applicable governmental authorities, if any any; (“Xxxx f) one (1) duly executed counterpart original of Sale”); the Seller's Title Certificate; (cg) Two two (2) original counterparts duly executed originals of an Assignment and Assumption Agreement the closing certificate of Seller (the “Seller's Closing Certificate”) in the form of EXHIBIT N Exhibit J attached hereto, duly executed by Seller hereto updating the representations and acknowledged, with respect warranties contained in Section 8B to the Leases Closing Date and Service Contracts noting any changes thereto, it being understood that the specifying of such changes shall give Buyer its rights and remedies as provided in Section 10B(2) hereof; (“Assignment and Assumption Agreement”); (dh) Two two (2) original counterparts duly executed counterpart originals of a General an Assignment of Leases in the form of EXHIBIT O Exhibit C (the “Assignment of Leases”) attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits ; (“General Assignment”); (ei) Two two (2) original counterparts duly executed counterpart originals of the Xxxxxx Lease, executed Xxxxx Xxxx Tax Notice; and (j) evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction provided herein have been obtained by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by this Agreement, including a hereby and to issue the Owner's Policy (provided that the same are customary seller’s affidavit, all in forms reasonably approved in advance by and do not materially decrease Seller's rights or materially increase Seller's obligations hereunder).

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two (2) original counterpart a Bxxx of the Reimbursement Agreement Sale in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”)Exhibit B, duly executed by Seller; and; (mc) One an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (1the "Assignment and Assumption Agreement"); (d) original counterpart the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (e) the Records, on the Effective Date; (f) copies of any customary affidavits the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2004, to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller, in the form of Exhibit F ("Cross Receipt"); (h) a certificate executed by the President of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (i) a certificate from the secretary of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) A UCC-3 partial release, authorized by Seller’s Lender, Capital, relative to the Purchased Assets only; (k) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day Business Day prior to the Last Closing Date, Seller shall deposit into Escrow (except as noted below):or cause to be deposited in Escrow: (ai) The original Deed Deed. (ii) The Bill of Sale. (iii) Two counterparts of an assixxxxnt and assumption agreement (the "Lease Assignment"), substantively in the form attached hereto as Exhibit E, assigning to Buyer all of EXHIBIT L attached hereto, duly executed by Seller and acknowledged;the Lease. (biv) Two (2) original counterparts of a Xxxx of Sale an assignment and assumption agreement (the "General Assignment), substantively in the form attached hereto as Exhibit F, assigning to Buyer to the extent (if any) of EXHIBIT M attached heretoSeller's rights, duly executed by Sellertitle and interest therein, the General Intangibles. (v) A Certificate of Non-Foreign Ownership with respect to the Tangible Personal PropertyReal Property (a "FIRPTA Certificate"), if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement substantively in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”);hereto as Exhibit H. (dvi) Two (2) original counterparts A certificate, dated as of a General Assignment Closing, substantively in the form attached hereto as Exhibit I, that all of EXHIBIT O attached heretothe warranties and representations of Seller contained in Section 3.2.1 are true and correct in all material respects as of the Closing date, duly executed by except for matters specified in such certificate ("Seller's Closing Certificate"). (vii) The original (or, where an original is not available, the best copy available to Seller) of each Lease and Service Contract, all maintenance records and warranties, plans and specifications, licenses, permits and certificates of occupancy; copies or originals of all books and records of account, contracts, and copies of correspondence with respect tenants and suppliers; receipts for deposits, unpaid bills and other papers or documents which pertain to the Intangible Personal Property; all advertising materials; booklets; keys; and other items, Existing Warranties and Transferable Permits if any, used in the operation of the Property (“General Assignment”the "Originals");; provided, however, that Seller may deliver any or all of the Originals to Buyer by leaving them, in place, in the office of the property manager at the Property. (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (jviii) A counterpart of a notice to each Occupant at the Real Property Tenant, substantively in the form of EXHIBIT P attached heretohereto as Exhibit J, executed by Seller advising such Tenant that the Property has been sold to Buyer and delivered outside of Escrow such Tenant's security deposit (if any) transferred to Buyer, which Buyer shall countersign and deliver directly containing instructions as to the Occupants immediately following Closing;future payment of rents and other amounts under such Tenant's Lease (the "Tenant Notices"). (kix) Two The Value Affidavit (2) original counterparts of but if Seller fails to deliver the Value Affidavit in a real estate excise tax timely way, Seller hereby authorizes and directs Escrow Agent to complete and execute such affidavit (“XXXXX”in Seller's name), duly executed by Seller;. (lx) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and Such other documents as may be reasonably required by the Title Company or Buyer may reasonably require to consummate the transaction contemplated by this Agreementeffect Closing (but without materially increasing Seller's obligations, including a customary seller’s affidavit, all in forms reasonably approved in advance by Sellerliabilities or expenses hereunder).

By Seller. At least one (1) business day prior The Seller shall deliver to the Closing DateBuyer at the Closing, Seller shall deposit into Escrow (except or as noted below):soon thereafter as available, each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two a Bxxx of Sale in the form attached hereto as EXHIBIT D, duly executed by Seller; (2c) original counterpart an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Reimbursement Assumed Liabilities contemplated by SECTION 1.3 hereof in the form attached hereto as EXHIBIT E (the "Assignment and Assumption Agreement"); (d) the Employment Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), C-2 duly executed by Seller; andMx. Xxxxx Xxxxxxx; (me) One the Records; (1f) original counterpart consents, in the form of any customary affidavits and other documents as may be reasonably required EXHIBIT F attached hereto from each lessor relating to all Real Property Leases identified on SCHEDULE 2.9 attached hereto, consenting to the assumption of each such Real Property Lease by the Title Company to consummate Buyer and any other consents required under any Contract or otherwise in connection with the transaction transactions contemplated by this Agreement; (g) the cross receipt executed by the Seller, including in the form of EXHIBIT G ("Cross Receipt"); (h) a customary seller’s affidavitcertificate executed by the Chief Executive Officer of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, all conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (i) a certificate from the secretary of the Seller attesting to the accuracy of resolutions to be attached thereto approved by the Board of Directors of the Seller authorizing the sale of the Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) any required UCC-3 Termination Statements necessary to remove any security interests from the acquired assets. (k) The legal opinion of Seller's counsel as provided for in forms reasonably approved in advance by SellerSection 9.5.

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two (2) original counterpart a Xxxx of the Reimbursement Agreement Sale in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”)Exhibit B, duly executed by Seller; and; (c) an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"); (d) the Non-Competition Agreements and Non-Solicitation Agreements in the forms attached hereto as Composite Exhibit C-1.; (e) the personal guaranty of Xxxxxx X. Xxxxxxx, Xx, in the form attached hereto as Exhibit C-2. (f) the PES Assumption Agreement; (g) the Written Consent To Asset Purchase Agreement executed by Xxxxx Xxxxxxx, Pinnacle Investment Partners, L.P., Essex & York, Inc. and Xxxxxx X. Xxxxxxx, Xx. (h) the Stratus Billing Agreement executed by Stratus; (i) the Records, on the Effective Date; (j) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2005, to the Effective Date, on the Effective Date. (k) cross receipt executed by the Seller, in the form of Exhibit F ("Cross Receipt"); (l) a certificate executed by the President of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (m) One a certificate from the secretary of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (1n) original counterpart of any customary affidavits and A UCC-3 release by Capital relative to the Purchased Assets; (o) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one Seller shall execute and/or deliver, as applicable, to Buyer (1or shall have caused to be executed and/or delivered to Buyer) business day prior to or at the Closing: (a) A certificate duly executed by an authorized officer of Seller stating that as of the Closing Date, Seller shall deposit into Escrow (except as noted below): (aeach of the conditions specified in Section 8.1(a) The original Deed through Section 8.1(c) are satisfied in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledgedall respects; (b) Two (2) original counterparts of a A Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”)Acquired Assets in a form mutually acceptable to Buyer and Seller; (c) Two (2) original counterparts of an Assignment Special warranty deeds conveying the Acquired Owned Real Property, together with such instruments and Assumption Agreement documentation that may reasonably be requested to transfer the Acquired Owned Real Property in the a form of EXHIBIT N attached hereto, duly executed by Seller mutually acceptable to Buyer and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”)Seller; (d) Two (2Subject to Buyer’s compliance with the provisions of Section 9.2(c) original counterparts of a General Assignment hereof, title policies issued by Chicago Title Insurance Company in the form Book Value of EXHIBIT O attached hereto, duly executed by Seller, the Acquired Owned Real Property in accordance with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”)procedures set forth in Section 6.13; (e) Two (2) original counterparts Assignment of the Xxxxxx Lease, executed by Seller Leases in respect of the Leased Real Property in a form mutually acceptable to Buyer and acknowledgedSeller; (f) Two (2) original counterparts Such other instruments, documents or certificates as may be reasonably requested by Buyer in order to effect or carry out the intent of this Agreement, including a certificate of the Xxxxxx Lease MemoSecretary of Seller certifying as to Seller’s corporate authorizations, executed by organizational documents, good standing and the incumbency of the officers of Seller and acknowledgedexecuting the Seller Documents; (g) Two Contents, keys, documents and other records maintained at the Acquired Branches directly pertaining to the safe deposit boxes maintained at the Acquired Branches (2whether rented or unrented) original counterparts as the same may exist as of the Rooftop Easement, executed by Seller and acknowledgedclose of business on the Closing Date; (h) Two (2) original counterparts All funds required to be paid to Buyer pursuant to the terms of the Storage Space Agreement, executed by Seller and acknowledgedthis Agreement in immediately available funds; (i) An affidavit that satisfies the requirements A certificate of non-foreign status pursuant to Treasury Regulations Section 1445 of the IRC, and the regulations thereunder1.1445-2(b)(2) from Seller; (j) A counterpart For Loans that are a portion of a notice the Acquired Assets: (i) The Limited Power of Attorney, attached hereto as Exhibit C; and (ii) Endorsement of, or allonge for, the applicable notes; and (iii) Execution of any additional assignment documents provided by Buyer pursuant to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing;Section 6.8(b); and (k) Two (2) original counterparts Such other Acquired Assets as shall be capable of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Sellerphysical delivery.

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below):deliver (a) The a duly executed and acknowledged original Deed grant deed covering the Land and Improvements, in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledgedExhibit E (“Deed”); (b) Two four (24) original counterparts duly executed and acknowledged counterpart originals of a Xxxx the bxxx of Sale sale, assignment and assumption covering the Personal Property, Tenant Leases and Intangible Property, in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any Exhibit F (“Xxxx Bxxx of Sale, Assignment and Assumption”); (c) Two (2) original counterparts a certificate of an Assignment and Assumption Agreement Seller respecting the “non-foreign” status of Seller in the form of EXHIBIT N attached heretoExhibit G-1; and a Withholding Exemption Certificate, duly executed by California Form 593-C, certifying that Seller and acknowledged, with respect is exempt from withholding under California law due to the Leases and Service Contracts (“Assignment and Assumption Agreement”);fact that Seller resides or has a permanent place of business in California, the form of Exhibit G-2. (d) Two (2) original counterparts duly executed counterpart originals of a General Assignment notice to each tenant of the Property in the form of EXHIBIT O attached heretoExhibit H (collectively, duly executed by Seller, with respect the “Notices to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General AssignmentTenants”); (e) Two (2) original counterparts evidence reasonably satisfactory to Title Company that all necessary authorizations of the Xxxxxx Leasetransaction provided herein have been obtained by Seller, executed such other documents and instruments, payments, indemnities, releases and agreements (including a gap undertaking and owner’s affidavit) and shall perform such other acts as Title Company shall reasonably require in order to issue the Owner’s Policy, and such other instruments as may be reasonably requested by Seller Title Company in order to consummate the transaction contemplated hereby and acknowledgedissue the Owner’s Policy; (f) Two releases (2“Releases”) original counterparts of the Xxxxxx Lease Memo, executed by Seller Existing Liens satisfactory to Buyer and acknowledgedTitle Company; (g) Two to the extent not previously delivered to Buyer and within the possession or control of Seller or its affiliates, originals of all items within the Due Diligence Package (2) original counterparts including originals of the Rooftop Easementall Tenant Leases, executed by Seller Service Contracts and acknowledged;Permits, and copies of all tenant correspondence and billing files and records), (h) Two a certificate (2) original counterparts the “Closing Certificate”), dated as of the Storage Space Agreement, Closing Date and duly executed by Seller, in the form of Exhibit I, representing to Buyer that, subject to the last paragraph of Section 9(A), the representations and warranties of Seller contained in this Agreement are true and acknowledgedcorrect without exception as of the Closing Date as if made on and as of the Closing Date (or, specifying in reasonable detail such exceptions, if any, which then exist); (i) An affidavit that satisfies the requirements original letter of Section 1445 credit posted by Equant securing performance of the IRC, and the regulations thereunder;Equant Lease; and (j) A counterpart four (4) duly executed originals of a notice to each Occupant at the Real Property assignment agreement, in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q Exhibit J-1 (the “Reimbursement Assignment Agreement”), or, to the extent Seller is unable to obtain the NSI Consent as set forth in Section 11(B)(6) hereof, Seller shall deliver four (4) duly executed by Seller; and (m) One (1) original counterpart originals of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate the transaction contemplated by this Indemnification Agreement, including a customary seller’s affidavitin the form attached hereto as Exhibit J-2 (the “Indemnification Agreement”), all in forms reasonably approved in advance by Sellerlieu of the Assignment Agreement.

By Seller. At least one (1) business day prior to the Closing Date, --------- Seller shall deposit into deliver or cause to be delivered to Escrow (except as noted below):Agent the following items for each Property: (a) The original A Special Warranty Deed (or local law equivalent) ("DEED"), substantially in the form of EXHIBIT L attached heretoto this Agreement as Exhibit H, duly executed and acknowledged by Seller and acknowledgedin recordable form approved by the Title Company, conveying the Real Property and Improvements to Buyer, subject to the Permitted Exceptions (if requested by Buyer, Seller shall provide a separate deed for the Orlando laundry facility); (b) Two A Transferor's Certificate of Non-Foreign Status (2"FIRPTA CERTIFICATE") original counterparts of a Xxxx of Sale in the form attached to this Agreement as Exhibit I duly executed by Seller; (c) A xxxx of EXHIBIT M sale ("XXXX OF SALE") substantially in the form attached heretoto this Agreement as Exhibit J, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (cd) Two (2) original counterparts of an Assignment and Assumption Agreement of Leases ("ASSIGNMENT AND ASSUMPTION OF LEASES") substantially in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached heretothis Agreement as Exhibit K, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts A notice to each tenant under the Leases, advising such tenant of the Xxxxxx Leasetransfer of the Property (the "TENANT NOTICE") substantially in the form attached to this Agreement as Exhibit L, duly executed by Seller and acknowledgedSeller; (f) Two (2) original counterparts A notice to each other party to the Operational Contracts, advising such party of the Xxxxxx Lease Memo, executed by Seller transfer of the Property and acknowledgedthat such party should communicate with and look to Buyer regarding performance under the applicable Operational Contract (the "OPERATIONAL CONTRACT NOTICE"); (g) Two (2) original counterparts of an Assignment and Assumption of Contracts ("ASSIGNMENT AND ASSUMPTION OF CONTRACTS") substantially in the Rooftop Easement, form attached to this Agreement as Exhibit M duly executed by Seller and acknowledgedSeller; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller an Assignment and acknowledged; Assumption of Intangible Personal Property (i"ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PERSONAL PROPERTY") An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property substantially in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”)this Agreement as Exhibit N, duly executed by Seller; (li) Two (2) original counterpart of the Reimbursement Agreement A No Lien, Possession and Gap Affidavit substantially in the form substantially attached hereto to this Agreement as EXHIBIT Q Exhibit O, duly executed by Seller with any changes reasonably requested by the Title Company to omit standard exceptions; (“Reimbursement Agreement”j) All keys and safe and lock combinations necessary to obtain access to the Property; (k) Originals (to the extent in Seller's possession or control), executed by Seller; andor copies, of all Operational Contracts, Leases, and permits and licenses; (m) One (1) original counterpart Such corporate resolutions, certificates of any customary affidavits and good standing and/or other corporate documents relating to Seller as may be reasonably required by Buyer or the Title Company to consummate in connection with the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.;

By Seller. At least one the Closing, Seller shall deliver, or cause to be delivered, to Purchaser: (1) business day prior Bills of sale and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser all of Seller’s right, title and interest in and to the Closing DateAcquired Assets, Seller shall deposit into Escrow (except as noted below): (a) The original Deed in the each case, in form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached heretosubstance reasonably satisfactory to Purchaser, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement A retailer agreement, substantially in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to as Exhibit B (the Leases and Service Contracts (“Assignment and Assumption Retailer Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l3) Two (2) original counterpart of the Reimbursement Agreement A license agreement, substantially in the form substantially attached hereto as EXHIBIT Q Exhibit C (the “Reimbursement License Agreement”), duly executed by Seller; (4) A transition services agreement, substantially in the form attached as Exhibit D (the “Transition Services Agreement”), duly executed by Seller; (5) A human resources services agreement, substantially in the form attached as Exhibit E (the “Human Resources Services Agreement”), duly executed by Seller; (6) A certificate executed by the corporate secretary or assistant secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the certificate of incorporation of Seller, (B) a true and complete copy of the bylaws of Seller, and (C) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby; (7) A certificate from the appropriate Governmental Authority certifying the good standing of Seller in its state of incorporation; (8) A certificate of non-foreign status satisfying the requirements of Treasury Regulation Section 1.1445-2(b), duly executed by Seller; and (m9) One (1) original counterpart of any customary affidavits and All other previously undelivered documents as may required to be reasonably required delivered by Seller to Purchaser at or prior to the Title Company Closing pursuant to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two a Xxxx of Sale in the form attached hereto as Exhibit B, duly executed by Seller; (2c) original counterpart an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Reimbursement Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"); (d) the Non-Competition Agreement in the form substantially attached hereto as EXHIBIT Q Exhibit E; (“Reimbursement Agreement”)e) the Records, on the Effective Date; (f) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period December 1, 2000 to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller; and, in the form of Exhibit F ("Cross Receipt"); (mh) One a certificate executed by the Chief Executive Officer of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (1i) original counterpart a certificate from the secretary of any customary affidavits the Seller attesting to the accuracy of resolutions to be attached thereto approved by the Board of Directors and the shareholders of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of the State of Florida, and certificates of the Chief Executive Officer of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement; (k) any required UCC-3 Termination Statements necessary to remove any security interests from the acquired assets; and (l) An Intercreditor Agreement/Consent of Buyer's Lender, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerWashington Mutual ("Intercreditor Agreement").

By Seller. At least one (1) business day prior to the Closing DateClosing, Seller shall deposit into Escrow deliver to Buyer, or cause the Title Company to deliver to Buyer, at Seller's sole cost and expense (except as noted indicated otherwise below):), each of the following items: (ai) The original Deed Title Policy (except that Buyer shall pay for the cost of any title endorsements or affirmative insurance or modifications to the base form of title policy required by Buyer); (ii) A special warranty deed ("Deed"), duly executed and acknowledged by Seller, and in the form of EXHIBIT L Exhibit B, attached heretohereto and made a part hereof, duly executed by Seller conveying good and acknowledgedindefeasible fee simple title to the Property to Buyer, subject only to the Permitted Exceptions; (biii) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any and Assignment (“"Xxxx of Sale”); (c") Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect as to the Leases Personalty and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P Exhibit C attached hereto, executed by Seller hereto and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of made a real estate excise tax affidavit (“XXXXX”)part hereof, duly executed by Seller; (liv) Two (2) original counterpart counterparts of the Reimbursement Agreement an Assignment and Assumption of Leases ("Assignment of Leases") in the form substantially of Exhibit D attached hereto and made a part hereof, duly executed by Seller; (v) A non-foreign affidavit pursuant to Section 1445 of the Code; (vi) All original Leases applicable to the Property; (vii) To the extent in Seller's possession, all keys and security codes to all Improvements located on the Property, combinations to safes thereon, and security devices therein; (viii) All books and records at the Property held by or for the account of Seller, including, without limitation, (i) plans and specifications, (ii) originals all documents in the possession and/or control of Seller relating exclusively to the use and/or operation of the Property, including, without limitation, all permits, licenses, approvals, guaranties and warranties; (ix) A notice to each of the tenants under the Leases (collectively, the "Tenant Notices") in the form attached hereto as EXHIBIT Q Exhibit G, advising tenants under the Leases of the sale of the Property to Buyer and directing them to make all payments to Buyer or its designee, which Tenant Notices Seller shall, at Seller's sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each of the tenants under the Leases; (“Reimbursement Agreement”x) As to any warranties for materials and workmanship with respect to the Improvements that are assignable (e.g. roof, HVAC, parking lot, etc.) in Seller's possession or control (the "Warranties"), executed by Seller; andcopies thereof. Following the Closing, to the extent assignable, and at no cost or expense to Seller or Buyer, Seller shall cooperate with Buyer as to effectuate a transfer of the Warranties to Buyer. The obligation of Seller set forth in the immediately preceding sentence of this Section 5.2(a)(xi) shall survive the Closing and not be merged in the Deed; (mxi) One (1) original counterpart of any customary affidavits and other documents as may be Evidence reasonably required by satisfactory to the Title Company and Buyer of Seller's authority to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.transaction; and

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): deliver (a) The a duly executed and acknowledged original Deed Deed; (b) four (4) duly executed counterpart originals of the xxxx of sale, assignment and assumption covering the Personal Property, the Contracts (subject to the terms of Section 5C(2)), the Tenant Leases and Intangible Property, in the form of EXHIBIT L attached heretoExhibit G (the “Xxxx of Sale, Assignment and Assumption”); (c) four (4) duly executed by Seller and acknowledged; (b) Two (2) original counterparts originals of a Xxxx certificate of Sale Seller respecting the “non-foreign” status of Seller in the form of EXHIBIT M attached heretoExhibit H; (d) duly executed counterpart originals of a form of notice to each tenant of the Property in the form of Exhibit I (collectively, the “Notice to Tenants”); (e) to the extent Seller or the manager of the Property has in its possession original counterparts of the Tenant Leases, such original counterparts and guaranties thereof; (f) Seller’s counterpart of the Closing Statement (as hereinafter defined), dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property; (g) transfer tax declarations (“Transfer Declarations”) duly executed by Seller in the form required by applicable governmental authorities; (h) the Seller’s Title Certificate, if any applicable; (i) four (4) originals of the certificate of Seller (the “Xxxx of SaleSeller Closing Certificate”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller Exhibit J updating the representations and acknowledged, with respect warranties contained in Section 8B to the Leases Closing Date and Service Contracts noting any changes thereto, it being understood that the specifying of such changes shall be deemed to modify the representations and warranties made on the Effective Date; and (“Assignment and Assumption Agreement”); (dj) Two (2) original counterparts evidence reasonably satisfactory to the Title Company that all necessary authorizations of a General Assignment in the form of EXHIBIT O attached hereto, duly executed transaction provided herein have been obtained by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by this Agreement, including a customary sellerhereby and to issue the Owner’s affidavit, all in forms reasonably approved in advance by Policy (provided that the same do not materially decrease Seller’s rights or materially increase Seller’s obligations hereunder); (k) evidence of termination of Seller’s property management and leasing agreements for the Property; and (l) evidence of termination of Seller’s parking management agreement.

By Seller. At least one No later than 1:00 P.M. California time on the date that is two (12) business day Business Days prior to the Closing Date, Seller shall deposit into deliver to Escrow (except as noted below):Agent, each of the following items, duly executed, and where appropriate, acknowledged: (a) The original Deed 5.1.1. A grant deed for the Property in the form attached hereto as Exhibit C ("Deed") for recordation at Closing. The amount of EXHIBIT L the documentary transfer tax and City conveyance tax shall not be affixed on the face of the Deed. 5.1.2. A certificate in the form attached hereto, duly executed by hereto as Exhibit D ("FIRPTA Affidavit") stating that Seller and acknowledged;is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980. (b) 5.1.3. Two (2) original counterparts of a Xxxx the Lease duly executed by Seller as tenant thereunder. A fully executed original of Sale the Lease shall be delivered to Buyer at Closing. 9/12/2013 12:02 PM 5.1.4. A duly executed California Form 593-C or other evidence sufficient to establish that Buyer is not required to withhold any portion of the Purchase Price from Seller pursuant to the California Revenue and Taxation Code ("593-C"). 5.1.5. Two (2) original counterparts of an Assignment of Warranties, Service Contracts and Intangible Property in the form of EXHIBIT M attached hereto, duly hereto as Exhibit E executed by Seller, with respect to Seller (the Tangible Personal Property, if any (“Xxxx Assignment of SaleWarranties”);. A fully executed original of the Assignment of Warranties shall be delivered to Buyer at Closing. (c) 5.1.6. Two (2) original counterparts of an Assignment and Assumption Agreement of Cell Tower Lease in the form attached hereto as Exhibit F executed by Seller (the “Assignment of Cell Tower Lease”). A fully executed original of the Assignment of Cell Tower Lease shall be delivered to Buyer at Closing. 5.1.7. With respect to the tenant under the Cell Tower Lease, a duly executed original of a notice in the form of EXHIBIT N Exhibit G attached heretohereto (the “Notice to Cell Tower Tenant”) which Seller shall send or deliver to such tenant at Close of Escrow, duly informing such tenant of the sale of the Property and of the assignment to Buyer of Seller’s interest in the Cell Tower Lease and directing that all rent and other sums payable under the Cell Tower Lease after the Close of Escrow shall be paid as set forth in the notice. 5.1.8. A Xxxx of Sale in the form attached hereto as Exhibit H executed by Seller and acknowledged, with respect to (the Leases and Service Contracts (“Assignment and Assumption AgreementXxxx of Sale”);. The original Xxxx of Sale shall be delivered to Buyer at Closing. 5.1.9. A settlement statement (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto"Settlement Statement"), duly executed signed by Seller, with respect which may be delivered to Escrow Agent via facsimile or e-mail at Closing, setting forth prorations, taxes and other monies to be paid by each party at Closing, prepared by Escrow Agent in form and substance satisfactory to the Intangible Personal Propertyparties hereto. 5.1.10. Such other instruments, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and agreements or other documents as may be necessary in order to effectuate any of the provisions of this Agreement, or as reasonably required requested by the Title Company to consummate the transactions contemplated herein, or to conform to any of the provisions of this Agreement (including, without limitation, the Title Company’s customary owner’s affidavit necessary for the issuance of the Title Policy (as defined below) to Buyer) reasonably necessary or advisable to effect the valid consummation of the transaction contemplated evidenced by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerAgreement .

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two (2) original counterpart a Xxxx of the Reimbursement Agreement Sale in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”)Exhibit B, duly executed by Seller; and; (mc) One an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (1the "Assignment and Assumption Agreement"); (d) original counterpart the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (e) the Records, on the Effective Date; (f) copies of any customary affidavits the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2004, to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller, in the form of Exhibit F ("Cross Receipt"); (h) a certificate executed by the President of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (i) a certificate from the secretary of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) A UCC-3 partial release, authorized by Seller’s Lender, Capital, relative to the Purchased Assets only; (k) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior to On or before the Closing Date, Seller shall deposit into Escrow (except as noted below):Escrow: (a) The original Deed A Limited Warranty deed with respect to the Land in the form of EXHIBIT L attached heretoExhibit B, duly executed by Seller and acknowledgedin recordable form (the “Deed”); (b) A Quitclaim Deed in accordance with the terms of Section 4.2 above. (c) Two (2) original counterparts of a Xxxx Bills of Sale in the form of EXHIBIT M attached heretoExhibit C, duly executed by Seller, with respect to the Tangible Personal Property, if any (the “Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General an Assignment and Assumption of Leases in the form of EXHIBIT O Exhibit D attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties Leases (the “Assignment and Transferable Permits (“General AssignmentAssumption of Leases”); (e) Two (2) original counterparts of an Assignment and Assumption of Service Contracts and Intangible Personal Property in the Xxxxxx Leaseform of Exhibit E attached hereto, duly executed by Seller (the “Assignment and acknowledgedAssumption of Service Contracts and Intangible Personal Property”); (f) Two (2) original counterparts of a settlement statement (the Xxxxxx Lease Memo“Seller Settlement Statement”), in form and content reasonably satisfactory to Seller, duly executed by Seller, setting forth the amounts paid by or on behalf of and/or credited to Seller and acknowledgedpursuant to this Agreement; (g) Two (2) original counterparts A written statement as of the Rooftop Easement, executed by Closing Date reaffirming that all of the warranties and representations of Seller made in Section 5.1 are materially true and acknowledgedcorrect as of the Closing Date in the form of Exhibit M attached hereto except as set forth thereon; with each such exception being subject to Section 5.4.2; (h) Two Such surveys, site plans, plans and specifications, and other matters relating to the Project as are in the possession of Seller to the extent not theretofore delivered to Buyer; (2i) To the extent the same are in Seller’s possession or its property manager’s possession, original or photocopies of certificates of occupancy for all space within the Buildings located on the Project; (j) To the extent the same are in Seller’s possession or control, original executed counterparts of the Storage Space AgreementLeases; (k) A notice, in form of Exhibit F attached hereto, duly executed by Seller, which Buyer shall send to each tenant under each of the Leases (as the case may be) promptly after the Closing Date (the “Tenant Notice”); (l) A duly executed FIRPTA Affidavit in the form of Exhibit G attached hereto, subject to Section 8.4.2.; (m) A vendor notice letter from Seller notifying all vendors under assumed Service Contracts of the Closing in the form of Exhibit H attached hereto; (n) An updated Rent Roll reflecting any changes to the Rent Roll attached as Exhibit I hereto. (o) All of the keys to any door or lock on the Project and the original tenant files and other non-confidential books and records (excluding any appraisals, budgets, information regarding the marketing of the Property for sale, submissions relating to Seller’s obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s property manager which Seller deems proprietary) relating to the Property in Seller’s possession; (p) Any documents required to be executed by Seller in order to transfer the warranties with respect to the Project and acknowledgedthe Tangible Personal Property; (q) Copies of such documents of Seller which authorize the sale of the Property to Buyer and other documents as all are reasonably required by the Title Company and reasonably approved by Seller; (r) A Seller’s Affidavit in the form of Exhibit J attached hereto; (i) An affidavit that satisfies the requirements of Section 1445 Seller is a resident (or is deemed to be a resident) of the IRCState of Georgia for purposes of O.C.G.A. § 48-7-128 in the form of Exhibit K attached hereto, (ii) a Form PT-61, e-filed by Seller prior to the Closing, and (iii) such other disclosures and reports as are required by applicable state and local law in connection with the regulations thereunderconveyance of real property; (jt) A counterpart Seller shall cause the Broker (as defined hereinafter) to execute and deliver to Seller and Buyer a release of a notice any lien or claim of lien of Broker with respect to each Occupant at the Real Property in the form of EXHIBIT P Exhibit L attached hereto, executed by Seller hereto and delivered outside of Escrow to Buyer, which Buyer shall countersign execute and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of Buyer and Seller a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart general release of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate claims arising out of the transaction contemplated by in this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.;

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two a Xxxx of Sale in the form attached hereto as Exhibit B, duly executed by Seller; (2c) original counterpart an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Reimbursement Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (the "Assignment and Assumption Agreement"); (d) the Non-Competition Agreement and Non-Solicitation Agreement in the form substantially forms attached hereto as EXHIBIT Q Exhibit C-1 and Exhibit C-3, respectively; (“Reimbursement Agreement”)e) the Records, on the Effective Date; (f) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2004, to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller; and, in the form of Exhibit F ("Cross Receipt"); (mh) One a certificate executed by the President of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (1i) original counterpart a certificate from the secretary of any customary affidavits the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) A UCC-3 partial release, authorized by Seller’s Lender, Capital Temp Funds, Inc., relative to the Purchased Assets only; (k) An opinion of Seller’s outside counsel that shareholders approval is not required for the transaction; (l) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below):Escrow: (a) The original Deed A deed in the form of EXHIBIT L attached heretoJ with respect to the Project, duly executed by Seller and acknowledgedin recordable form (the "GRANT DEED"); (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached heretoK, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”the "XXXX OF SALE"); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N L attached hereto, duly executed by Seller and acknowledgedSeller, with respect to the Leases and the Service Contracts (“Assignment and Assumption Agreement”other than any Seller Contracts) (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached heretoM, duly executed by Seller, with respect to any warranties, guaranties and indemnities relating to the Intangible Personal Property, Existing Warranties and Transferable Permits Property (“General Assignment”the "GENERAL ASSIGNMENT"); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that or qualifying statement which satisfies the requirements of Section 1445 of the IRCInternal Revenue Code of 1986, as amended, and the regulations thereunderthereunder (the "NON-FOREIGN Affidavit"); (jf) A counterpart "Withholding Exemption Certificate, Form 593-W," pursuant to California Revenue and Taxation Code Sections 18805 and 26131 or its equivalent stating either the amount of a notice to each Occupant at withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement (the Real Property "WITHHOLDING EXEMPTION Certificate"); and (g) An Owner's Statement in the form of EXHIBIT P attached hereto, executed by Exhibit N and such documents of Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to authorize the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart sale of the Reimbursement Agreement in the form substantially attached hereto Property to Buyer as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and other documents as may be are reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerCompany.

By Seller. At least one (1) business day prior The Seller shall deliver to the Closing DateBuyer at the Closing, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two (2) original counterpart a Xxxx of the Reimbursement Agreement Sale in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”)Exhibit A, duly executed by Seller; (c) an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement"); (d) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (e) the Records; (f) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period September 30, 2004, to the Effective Time; (g) cross receipt executed by the Seller, in the form of Exhibit D ("Cross Receipt"); (h) a certificate from the secretary of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (i) A UCC-3 partial release, authorized by Seller’s lender, Capital, relative to the Purchased Assets only; (j) titles to the Motor Vehicles, endorsed for transfer; (k) a consent from each landlord under a Real Property Lease, consenting to the assignment of such Real Property Lease to Buyer; and (ml) One (1) original counterpart of any customary affidavits and such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Delaware, and certificates of the Officers of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall deliver or cause to be delivered to Buyer and the Dutch Notary (1as applicable): (i) business day (A) an instrument of sale, assignment and transfer with respect to the US Interests (other than those that are shares), substantially in the form set forth in Exhibit H-1, conveying such US Interests to Buyer free and clear of any Liens, other than any Liens solely arising under or relating to applicable securities Laws, any of the Organizational Documents of the applicable US Corps or this Agreement (the “Instruments of Assignment”), and (B) a share transfer form with respect to those US Interests that are shares, substantially in the form set forth in Exhibit H-2, conveying such US Interests to Buyer free and clear of any Liens, other than any Liens solely arising under or relating to applicable securities Laws, any of the Organizational Documents of the applicable US Corps or this Agreement (the “Share Transfer Forms”); (ii) if applicable, a shareholder resolution of Dutch Holdco to accept the resignation of the managing directors (bestuurders) of Dutch Holdco as Buyer may request in writing no later than ten (10) Business Days prior to the Closing Date and to appoint the new managing directors of Dutch Holdco as designated in writing by Buyer no later than ten (10) Business Days prior to the Closing Date, Seller shall deposit into Escrow (except in each case effective as noted below):of the Closing Date; (aiii) The original the shareholders’ register of Dutch Holdco; (iv) the legalized powers of attorney duly executed by the applicable Subsidiary of Seller and Dutch Holdco to execute the Deed of Transfer on behalf of such Subsidiary of Seller and Dutch Holdco, including a confirmation with respect to the authority of such Subsidiary of Seller to give the relevant power of attorney and its execution by such Subsidiary of Seller; (v) a duly executed amended and restated operating agreement of each of KidneyCo and the US-Mexico Holdco, in each case in the form or substantially the form provided to Seller by Buyer at least ten (10) Business Days prior to the Closing, evidencing effective as of EXHIBIT L attached heretothe Closing: (A) the withdrawal of Seller or its applicable Subsidiary as a member, (B) the transfer of the applicable US Interests to Buyer in accordance with Section 1.1 and Annex A and (C) the admission of Buyer as a member of each such Company; provided that neither Seller nor its applicable Subsidiary shall be party to such agreement for any purpose and shall have no liability thereunder, except for compliance with the express provisions of this Section 1.3(a)(v); (vi) in relation to Swiss Holdco, (A) a member resolution of Swiss Holdco (Gesellschafterbeschluss) approving the transfer of the shares in Swiss Holdco, (B) a resolution of the board of managing directors (Geschäftsführerbeschluss) approving the update of the quota ledger combined with the register of beneficial owners of Swiss Holdco, (C) a transfer instrument relating to the transfer of the shares in Swiss Holdco substantially in the form set forth in Exhibit H-4 (the “Swiss Transfer Form”), duly signed by the applicable Subsidiary of Seller, (D) an updated quota ledger combined with the register of beneficial owners of Swiss Holdco evidencing the new member of Swiss Holdco following the transfer of the shares in Swiss Holdco and the ultimate beneficial owner notified by Irish Bidco and (E) if applicable, written resignations of the managing directors of Swiss Holdco; (vii) in relation to Jersey Newco, (A) a duly executed stock transfer form substantially in the form set forth in Exhibit H-5 (the “Jersey Stock Transfer Form”) relating the applicable shares in Jersey Newco (the “Jersey Shares”), (B) an updated register of the members of Jersey NewCo showing Irish Bidco as the holder of the Jersey Shares, (C) any existing share certificate for the Jersey Shares in the name of the applicable Subsidiary of Seller for cancellation, (D) a new share certificate in the name of Irish Bidco in relation to the Jersey Shares, (E) if applicable, duly executed resignation letters in a form reasonably acceptable to Seller and Buyer of the current directors of Jersey Newco as Buyer may request in writing no later than ten (10) Business Days prior to the Closing Date, (F) if applicable, duly executed letters of acceptance from the new directors of Jersey Xxxxx as designated in writing by Buyer no later than ten (10) Business Days prior to the Closing Date, in each case effective as of the Closing Date, and (G) minutes of a meeting of the directors of Jersey Newco approving the transfer of the Jersey Shares in accordance with this Agreement and any other matters to be approved by the directors of Jersey Newco to give effect to the matters contemplated by this Agreement; (viii) aside from the matters specified in clauses (i) through (vii) of this Section 1.3(a), any other deliverables required to effect the transfer of the applicable Interests pursuant to the Laws of the applicable jurisdiction of incorporation, organization or formation of the applicable Company; (ix) counterparts of each of the Ancillary Agreements (other than the Business Transfer Agreements and Share Transfer Agreements), duly executed by Seller and acknowledgedor its applicable Subsidiaries party thereto; (bx) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, properly completed and duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed IRS Form W-9 by Seller; (lxi) Two the certificate contemplated by Section 5.2(c); (2xii) original counterpart the written resignations of each of the Reimbursement Agreement directors, managers and officers of the Vantive Group Entities as Buyer may request in writing no later than ten (10) Business Days prior to the form substantially attached hereto Closing Date, in each case, to be effective as EXHIBIT Q (“Reimbursement Agreement”), executed by Sellerof the Closing; and (mxiii) One evidence of (1A) original counterpart the completion of any customary affidavits the Pre-Closing Reorganization in accordance with Section 4.17, including the transfer of the Transferred Assets to the Vantive Group Entities and other documents execution and delivery of definitive agreements related thereto, and (B) the termination of Intercompany Agreements as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerSection 4.21.

By Seller. At least one Seller shall execute and/or deliver, as applicable, to Buyer (1or shall have caused to be executed and/or delivered to Buyer) business day prior to or at the Closing: (a) A certificate duly executed by an authorized officer of Seller stating that as of the Closing Date, Seller shall deposit into Escrow (except as noted below): (aeach of the conditions specified in Section 8.1(a) The original Deed through Section 8.1(c) are satisfied in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledgedall respects; (b) Two (2) original counterparts of a Xxxx A Bxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”)Acquired Assets in a form mutually acceptable to Buyer and Seller; (c) Two (2) original counterparts of an Assignment Special warranty deeds conveying the Acquired Owned Real Property, together with such instruments and Assumption Agreement documentation that may reasonably be requested to transfer the Acquired Owned Real Property in the a form of EXHIBIT N attached hereto, duly executed by Seller mutually acceptable to Buyer and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”)Seller; (d) Two (2Subject to Buyer’s compliance with the provisions of Section 9.2(c) original counterparts of a General Assignment hereof, title policies issued by Chicago Title Insurance Company in the form Book Value of EXHIBIT O attached hereto, duly executed by Seller, the Acquired Owned Real Property in accordance with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”)procedures set forth in Section 6.13; (e) Two (2) original counterparts Assignment of the Xxxxxx Lease, executed by Seller Leases in respect of the Leased Real Property in a form mutually acceptable to Buyer and acknowledgedSeller; (f) Two (2) original counterparts Such other instruments, documents or certificates as may be reasonably requested by Buyer in order to effect or carry out the intent of this Agreement, including a certificate of the Xxxxxx Lease MemoSecretary of Seller certifying as to Seller’s corporate authorizations, executed by organizational documents, good standing and the incumbency of the officers of Seller and acknowledgedexecuting the Seller Documents; (g) Two Contents, keys, documents and other records maintained at the Acquired Branches directly pertaining to the safe deposit boxes maintained at the Acquired Branches (2whether rented or unrented) original counterparts as the same may exist as of the Rooftop Easement, executed by Seller and acknowledgedclose of business on the Closing Date; (h) Two (2) original counterparts All funds required to be paid to Buyer pursuant to the terms of the Storage Space Agreement, executed by Seller and acknowledgedthis Agreement in immediately available funds; (i) An affidavit that satisfies the requirements A certificate of non-foreign status pursuant to Treasury Regulations Section 1445 of the IRC, and the regulations thereunder1.1445-2(b)(2) from Seller; (j) A counterpart For Loans that are a portion of a notice the Acquired Assets: (i) The Limited Power of Attorney, attached hereto as Exhibit C; and (ii) Endorsement of, or allonge for, the applicable notes; and (iii) Execution of any additional assignment documents provided by Buyer pursuant to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing;Section 6.8(b); and (k) Two (2) original counterparts Such other Acquired Assets as shall be capable of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Sellerphysical delivery.

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): deliver (a) The original Deed a duly executed and acknowledged special warranty deed covering the Land and the Improvements in the form of EXHIBIT L Exhibit G attached hereto, duly executed by Seller and acknowledged; hereto (the "Deed"); (b) Two four (24) original counterparts duly executed and acknowledged counterpart originals of a Xxxx the bill of Sale sale covering the Personal Property and assignment and assxxxxion covering the Mandatory Service Contracts, and the Discretionary Service Contracts that Buyer elects to assume, the Tenant Leases and Intangible Property, in the form of EXHIBIT M attached heretoExhibit H (the "Bill of Sale, Assignment and Assumption"); (c) a certificate xx Seller respecting the "non-foreign" status of Seller in the form of Exhibit I; (d) duly executed counterpart originals of a form of notice to each tenant of the Property in the form of Exhibit J (collectively, the "Notice to Tenants"); (e) to the extent Seller or the manager of the Property has in its possession original counterparts of the Tenant Leases, such original counterparts; (f) a closing statement (the "Closing Statement"), dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property, if any ; (“Xxxx g) a certified rent roll dated within five days of Sale”); the Closing Date;(h) transfer tax declarations (c"Transfer Declarations") Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form required by applicable governmental authorities; (i) subject to Paragraph 3(D), any documents or deliveries by or on behalf of EXHIBIT O attached hereto, duly executed Seller that are required under the Loan Documents in connection with Buyer's assumption of the Existing Mortgage; and (j) evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction provided herein have been obtained by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by hereby and to issue the Owner's Policy (provided that the same do not materially decrease Seller's rights or materially increase Seller's obligations hereunder).

By Seller. At least one the Closing, Seller shall deliver or cause to be delivered to Purchaser: (1i) an executed bill of sale for the Assets in the form attached hereto as Exhibit 4(x)(x), including the unearned portion of deposits and funds received for the uncompleted portion of the Work in Process; (ii) an executed assignment of all of the Assets which are not personal property or which otherwise require an assignment, in the form attached hereto as Exhibit 4(a)(ii); (iii) a Certificate of Good Standing for each Seller Entity from its state of incorporation and each state in which it conducts business day as a foreign entity, dated not more than thirty (30) days prior to the Closing Date, Seller shall deposit into Escrow (except as noted below):; (aiv) The original Deed a Written Consent of the directors and shareholders of each Seller Entity dated as of the Closing Date authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (v) a copy of the fully executed assignment from each Seller Entity to Purchaser of all intellectual property owned by each Seller Entity, the form of which is attached hereto as Exhibit 4(a)(v) (the "Assignment of Marks"); (vi) a certificate executed by the Secretary President of each Seller Entity, with incumbency, certifying and attaching: (i) true and complete copies of resolutions adopted by the Board of Directors and the shareholders, and confirming that such resolutions have not been amended or modified in any respect and remain in full force and effect as of the date thereof; and (ii) true and complete copies of each Seller Entity's organizational documents; (vii) a bring-down certificate from Seller confirming that all representations and warranties of Seller contained herein are true as of the Closing Date; (viii) employment agreements for Peter DeCrescenzo ("P. DeCrescenzo"), Vincent DeCrescenzo, Sr. ("V. DxXxxxxxxxx") xxx Cinxx Xxxxxxxxxx (colxxxxxxxxx xxx "Xxxxxxxxxs") xx xxx xxxx xttached xxxxxx xx Xxxxxit 4(a)(vii) signed by each of them (the "Employment Agreements"); (ix) a legal opinion of Seller' counsel in form and substance as set forth in Exhibit 4(a)(ix); (x) a Shareholders Agreement for Purchaser in the form of EXHIBIT L attached hereto, duly executed hereto as Exhibit 4(a)(x) (the "Shareholders Agreement") signed by Seller and acknowledgedthe Executives; (bxi) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal PropertyLeases, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”)Leases; (dxii) Two (2) original counterparts an updated version of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”Exhibit 5(v); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (mxiii) One (1) original counterpart of any customary affidavits and such other documents as may be specified in this Agreement or any exhibit or schedule hereto, or which may otherwise be reasonably required by Purchaser to effectuate the Title Company to consummate the transaction transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): deliver (a) The original Deed a duly executed and acknowledged special warranty deed covering the Land and the Improvements in the form of EXHIBIT L Exhibit E attached hereto, duly executed by Seller and acknowledged; hereto (the "Deed"); (b) Two four (24) original counterparts duly executed and acknowledged counterpart originals of a Xxxx the bill of Sale salx xovering the Personal Property and assignment and assumption covering the the Service Contracts that Buyer elects to assume, the Tenant Leases and Intangible Property, in the form of EXHIBIT M attached heretoExhibit F (the "Bill of Salx, Xssignment and Assumption"); (c) a certificate of Seller respecting the "non-foreign" status of Seller in the form of Exhibit G; (d) duly executed counterpart originals of a form of notice to each tenant of the Property in the form of Exhibit H (collectively, the "Notice to Tenants"); (e) to the extent Seller or the manager of the Property has in its possession original counterparts of the Tenant Leases, such original counterparts; (f) a closing statement (the "Closing Statement"), dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property, if any ; (“Xxxx g) a certified rent roll dated within five days of Sale”); the Closing Date;(h) transfer tax declarations (c"Transfer Declarations") Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form required by applicable governmental authorities; (i) subject to Paragraph 3(D), any documents or deliveries by or on behalf of EXHIBIT O attached hereto, duly executed Seller that are required under the Loan Documents in connection with Buyer's assumption of the Existing Mortgage; and (j) evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction provided herein have been obtained by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by hereby and to issue the Owner's Policy (provided that the same do not materially decrease Seller's rights or materially increase Seller's obligations hereunder).

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached heretothis Agreement, duly executed by Seller and acknowledgedXx. Xxxxxxxx; (b) Two (2) original counterparts of a Xxxx of Sale in the form of attached hereto as EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”)B, duly executed by Seller; (lc) Two (2) original counterpart an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Reimbursement Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as EXHIBIT D (the "Assignment and Assumption Agreement"); (d) the Non-Competition Agreements in the form attached hereto as EXHIBITS C-1 AND C-3; (e) the Employment Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), Exhibit C-2 duly executed by Seller; andXxxxxxx Xxxxxxxx; (mf) One the Records, on the Effective Date; (g) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period December 1, 1999 to the Effective Date, on the Effective Date. (h) original counterpart cross receipt executed by the Seller, in the form of any customary affidavits EXHIBIT F ("Cross Receipt"); (i) a certificate executed by the Chief Executive Officer of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (j) a certificate from the secretary of the Seller attesting to the accuracy of resolutions to be attached thereto approved by the Board of Directors and the shareholders of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (k) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretaries of State of the States of California and Nevada, and certificates of the Chief Executive Officer of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of attached hereto as EXHIBIT M attached heretoC, duly executed by Seller and the appropriate Affiliates of Seller, with respect to ; (b) an Assignment and Assumption of Contracts and Liabilities executed by the Tangible Personal Property, if any Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as EXHIBIT D (“Xxxx of Sale”the "Assignment and Assumption Agreement"); (c) Two the Non-Competition Agreement in the form attached hereto as EXHIBIT E; (2d) original counterparts the Records; (e) copies of an Assignment the general ledgers and Assumption Agreement books of account of the Seller pertaining to the Assets or the Acquired Business for the past three years and audited annual and unaudited interim "Statements of Net Assets Acquired and Liabilities Assumed" and "Statements of Division Results of Operations" in satisfaction of Rule 310 (c) of Regulation S-B and for the required periods of Form 8-K, pursuant to the June 1, 2000 "no-action" letter from the Securities and Exchange Commission (attached hereto as EXHIBIT H), it being understood and agreed by the Buyer that any cost and expense charged by Seller's auditors to produce such Statements in excess of the first Ten Thousand and 00/100 Dollars ($10,000.00), which shall be the responsibility of Seller, shall be paid by Buyer to Seller's auditors. (f) consents, in the form of EXHIBIT N F attached hereto from each lessor relating to all Leases identified on SCHEDULE 2.5 attached hereto, duly executed by Seller and acknowledged, with respect consenting to the Leases and Service Contracts (“Assignment and Assumption Agreement”)assumption of each such Lease by the Buyer; (dg) Two (2) original counterparts of a General Assignment cross receipt executed by the Seller, in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits G (“General Assignment”"Cross Receipt"); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts a certificate executed by an officer of the Storage Space Agreement, executed Seller that all representations and warranties made herein by the Seller are true and acknowledgedcorrect at the time of Closing; (i) An affidavit that satisfies a certificate from the requirements of Section 1445 secretary of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly attesting to the Occupants immediately following Closing; (k) Two (2) original counterparts accuracy of a real estate excise tax affidavit (“XXXXX”), duly executed resolutions to be attached thereto approved by Seller; (l) Two (2) original counterpart the Board of Directors of the Reimbursement Seller authorizing the sale of the Assets and providing incumbency information for the individual signing this Agreement in on behalf of the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (mj) One a copy of (1i) original counterpart the consent of any customary affidavits the Fleet National Bank (the "Lender") to the sale, transfer and other documents assignment of the Assets to the Buyer as may be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavitand (ii) the release of the Lender as evidenced by UCC-3 Termination Statements, all pursuant to which the Lender releases or terminates its security interest in forms reasonably approved in advance by Sellerthe Assets.

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached heretothis Agreement, duly executed by Seller and acknowledgedXx. Xxxxx; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”Exhibit G), duly executed by Seller; (lc) Two (2) original counterpart an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Reimbursement Agreement Assumed Liabilities contemplated by Section 1.3 hereof (Exhibit D) (the "Assignment and Assumption Agreement"); (d) the Non-Competition and Non-Solicitation Agreements in the form substantially attached hereto as EXHIBIT Q Exhibits B-1 and B-2, respectively, duly executed by Seller and Xx. Xxxxx, respectively; (“Reimbursement Agreement”e) the Records, on the Effective Date; (f) copies of the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period December 31, 2004, to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller (Exhibit F), ("Cross Receipt"); (h) a certificate executed by Seller; andthe Chief Executive Officer of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (mi) One a certificate from the secretary of the Seller attesting to the accuracy of resolutions to be attached thereto approved by the Board of Directors and the shareholders of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (1j) original counterpart of any customary affidavits and such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of California, and certificates of the Chief Executive Officer/Members of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all ; (k) the Employment Agreement between Buyer and Xx. Xxxxx in forms reasonably approved in advance the form annexed hereto as Exhibit C (the “Employment Agreement”) duly executed by Seller.Xx. Xxxxx;

By Seller. At least one (1) business day prior Each Seller shall deliver to the Buyer at the Closing Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed a Bxxx of Sale in the form of EXHIBIT L attached heretohereto as Exhibit J, duly executed by Seller and acknowledgedeach Seller; (b) Two (2) original counterparts of a Xxxx of Sale the Non-Competition and Non-Solicitation Agreements in the form of EXHIBIT M attached heretohereto as Exhibits C-1 and C-2, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”)respectively; (c) Two (2) original counterparts of an Assignment and Assumption Agreement of Contracts and Liabilities executed by each Seller evidencing each Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.4 hereof in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to hereto as Exhibit K (the Leases and Service Contracts (“"Assignment and Assumption Agreement”"); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached heretoRecords, duly executed by Seller, with respect to on the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”)Closing Date; (e) Two (2) original counterparts copies of the Xxxxxx Leasegeneral ledgers and books of account of each Seller pertaining to the Purchased Assets for the period December 31, executed by Seller and acknowledged2005, to the Closing Date; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, cross receipt executed by Seller and acknowledgedeach Seller, in the form of Exhibit L ("Cross Receipt"); (g) Two the Registration Rights Agreement (2Exhibit E) original counterparts of the Rooftop Easement, duly executed by Seller and acknowledgedStratus Services Group, Inc.; (h) Two (2) original counterparts a certificate from the Secretary of each Seller attesting to the accuracy of resolutions to be attached thereto approved by the Board of Directors and the shareholders of each Seller authorizing the sale of the Storage Space AgreementPurchased Assets and providing incumbency information for the individual signing this Agreement on behalf of each Seller, executed by Seller and acknowledgedin substantially the form set forth in Exhibit M; (i) An affidavit a certificate executed by the Secretary of each Seller that satisfies all representations and warranties made herein by each Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the requirements time of Section 1445 of Closing, in substantially the IRC, and the regulations thereunderform set forth in Exhibit B; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of the States of Washington and Rhode Island, and certificates of the Secretary of each Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning each Seller in connection with the transaction transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.;

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below): deliver (a) The a duly executed and acknowledged original Deed Deed; (b) four (4) duly executed counterpart originals of the xxxx of sale, assignment and assumption covering the Personal Property, the Tenant Leases, the Assumed Contracts (subject to the terms of Section 5C(2)) and the Intangible Property in the form of EXHIBIT L attached heretoExhibit F (the “Xxxx of Sale, Assignment and Assumption”), together with originals (or copies, if originals are unavailable) of such consents from third parties to the Assumed Contracts as Seller has been able to obtain pursuant to Section 5C(2); (c) four (4) duly executed by Seller and acknowledged; (b) Two (2) original counterparts originals of a Xxxx certificate of Sale Seller respecting the “non-foreign” status of Seller (the “Certificate of Non-Foreign Status”) in the form of EXHIBIT M attached heretoExhibit G; (d) a duly executed notice to the tenants under the Tenant Leases (the “Tenant Notice Letter”) in the form of Exhibit J, copies of which notice Buyer shall, at Buyer’s sole cost and expense, either mail or hand deliver to each such tenant (in either case, promptly after Closing); (e) Seller’s counterpart of the “Closing Statement” (as defined below), dated as of the Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect the purchase and sale of the Property; (f) a duly executed counterpart original of a form of notice mutually acceptable to Seller and Buyer to vendors under the Tangible Personal Property, if any Assumed Contracts (the “Xxxx of SaleVendor Notice Letter”); ; (cg) Two the Seller’s Title Certificate; (2h) original counterparts four (4) originals of an Assignment and Assumption Agreement the certificate of Seller (the “Seller Closing Certificate”) in the form of EXHIBIT N attached hereto, duly executed by Seller Exhibit H updating the representations and acknowledged, with respect warranties contained in this Agreement to the Leases Closing Date and Service Contracts noting any changes thereto, it being understood that the specifying of such changes shall be deemed to modify the representations and warranties made on the Effective Date subject to Buyer’s rights under Section 10B(2) below; (“Assignment i) evidence reasonably satisfactory to Title Company that all documents and Assumption Agreement”); (d) Two (2) original counterparts instruments reasonably necessary for the Monetary Liens to be paid off, bonded over or discharged of a General Assignment in the form of EXHIBIT O attached hereto, duly executed record have been obtained by Seller, with respect evidence reasonably satisfactory to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts Title Company that all necessary authorizations of the Xxxxxx Lease, executed transaction provided herein have been obtained by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRCSeller, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by this Agreementhereby and to issue the Owner’s Policy (provided that the same do not materially decrease Seller’s rights or materially increase Seller’s obligations hereunder); (j) to the extent they are then in Seller’s possession, including a customary seller’s affidavitand have not theretofore been delivered to Buyer, originals (or copies, if originals are unavailable) of the Tenant Leases, all 2890904.5 13 Assumed Contracts and originals (or copies if originals are unavailable) of all permits and licenses (which materials under this clause (j) may be either delivered to Title Company or left at the management office at the Property; and (k) a unit availability report indicating all apartment units in forms reasonably approved the Property that are vacant as of the Closing Date and which of such vacant apartment units are not in advance by Sellerrent ready condition.

By Seller. At least one (1) business day prior The Seller shall deliver to the Buyer at the Closing or, if so indicated, on the Effective Date, Seller shall deposit into Escrow (except as noted below):each of the following documents: (a) The original Deed in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged; (b) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lb) Two (2) original counterpart a Xxxx of the Reimbursement Agreement Sale in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”)Exhibit B, duly executed by Seller; and; (mc) One an Assignment and Assumption of Contracts and Liabilities executed by the Seller evidencing the Seller's assignment and the Buyer's assumption of the Assumed Liabilities contemplated by Section 1.3 hereof in the form attached hereto as Exhibit D (1the "Assignment and Assumption Agreement"); (d) original counterpart the Non-Competition and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1, C-2, C-3 and C-4, respectively; (e) the Records, on the Effective Date; (f) copies of any customary affidavits the general ledgers and books of account of the Seller pertaining to the Purchased Assets for the period December 31, 2005, to the Effective Date, on the Effective Date. (g) cross receipt executed by the Seller, in the form of Exhibit F ("Cross Receipt"); (h) a certificate executed by the Chief Executive Officer of the Seller that all representations and warranties made herein by Seller are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (i) a certificate from the secretary of the Seller attesting to the accuracy of resolutions to be attached thereto approved by the shareholders of the Seller authorizing the sale of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Seller; (j) such certificates or other documents as may be reasonably required requested by Buyer, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Title Company Secretary of State of Nevada, and certificates of the Chief Executive Officer of the Seller with respect to consummate minutes, resolutions, by-laws and any other relevant matters concerning the transaction Seller in connection with the transactions contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one (1) business day prior Seller shall deliver or cause to be delivered to the Closing DateTitle Company the following documents duly executed and acknowledged by Seller in favor of the Buyer, Seller shall deposit into Escrow (except or as noted below):otherwise specified: (a) The One (1) original Deed of the grant deed (the "DEED") in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledged;G. (b) Two (2) original counterparts originals of a Xxxx of Sale the assignment and assumption conveying the Contracts (subject to Section 5C(2)), and the Tenant Leases, if applicable, to Buyer subject to no liens or encumbrances, in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to H (the Tangible Personal Property, if any (“Xxxx of Sale”"ASSIGNMENT AND ASSUMPTION");. (c) Two (2) original counterparts originals of an Assignment a bill of sale and Assumption Agreement assignment conveying the Pexxxxal Property, Intangible Assets and Consumables to Buyer subject to no liens or encumbrances in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to I (the Leases and Service Contracts (“Assignment and Assumption Agreement”"BILL OF SALE AND ASSIGNMENT");. (d) Two (2) original counterparts originals of a General Assignment certificate (the "SELLER'S CLOSING CERTIFICATE"), dated as of the Closing Date and duly executed by Seller, in the form of EXHIBIT O J attached hereto, duly executed representing to Buyer that the representations and warranties of Seller contained in this Agreement are true and correct as of the Closing Date (or, specifying in reasonable detail such exceptions, if any, which then exist, it being understood that the specifying of such exceptions shall be deemed to modify the representations and warranties made on the Effective Date, but shall not be deemed to cure any default by Seller, with respect to the Intangible Personal Property, Existing Warranties Seller of such representations and Transferable Permits (“General Assignment”warranties);. (e) Two One (21) original counterparts of a form of notice to each tenant of the Xxxxxx LeaseProperty in the form of EXHIBIT K (collectively, executed by Seller and acknowledged;the "Notice TO TENANTS"). (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart originals of a notice to each Occupant at the Real Property closing escrow instruction letter in the form of EXHIBIT P attached heretoL (the "CLOSING ESCROW INSTRUCTIONS") by and among Seller, Buyer and Title Company and dated as of the Closing Date, setting forth, among other things, the conditions to the Title Company's release of the closing documents to Buyer and the Closing Payment to Seller. (g) Duly executed original certificates of "non-foreign" status in the form of EXHIBIT M for Seller and a CA 593-C form, and any transfer tax declarations duly executed by Seller in the form required by applicable governmental authorities. (h) Original "TENANT ESTOPPEL CERTIFICATES" and "THIRD-PARTY ESTOPPELS" (each as hereinafter defined), to the extent obtained by Seller in accordance with the terms of Section 9D(7) and not previously delivered outside to Buyer (the foregoing estoppel certificates are sometimes referred to herein collectively as the "ESTOPPEL CERTIFICATES"). (i) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Escrow Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder. (j) On the Closing Date, (1) originals, or copies if originals are not available, of all Tenant Leases; (2) a set of guest registration cards; (3) an updated list of advance room reservations and functions; (4) copies of any and all Contracts that Buyer has agreed to assume pursuant to the terms of this Agreement; and (5) an updated list of all existing unexpired "Vouchers" (as such term is herein after defined) for the Property. In addition, to the extent the foregoing have not heretofore been delivered to Buyer, Seller shall cause to be delivered to Buyer: (i) any plans and specifications for the Improvements; (ii) all unexpired warranties and guarantees which Buyer shall countersign and deliver directly Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Improvements, to the Occupants immediately following extent available and in Seller's or any Key Management Employees' possession or control; (iii) all keys for the Improvements; (iv) originals, or copies if originals are not available, of all Contracts that will remain in effect after the Closing;; (v) all certificates of occupancy, permits and licenses for the Property; (vi) true and complete copies of all books and records relating to the operation of the Property, whether kept in paper or electronic form; (vii) certificates of title to any and all vehicles, which title shall show the transfer from Seller to Buyer; and (viii) all other materials necessary for the continuity of business being conducted at the Hotel, together with all files, advertising and promotional information and materials. Notwithstanding the foregoing, all materials under this clause (j) may be either delivered at Closing or left at the management office at the Property. (k) Two (2) original counterparts originals of a real estate excise tax affidavit (“XXXXX”), duly each Termination Agreement executed by Seller;pursuant to the terms of Section 9C hereof. (l) Two Such documents and materials as are to be delivered into the Liquor Escrow pursuant to the terms of Section 14B hereof, including, without limitation, the "Liquor Assets" and a "Liquor Assets Bill of Sale" (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto each as EXHIBIT Q (“Reimbursement Agreement”defined herein), executed by Seller; and. (m) One (1) original counterpart of any customary affidavits and other Such additional documents as may be reasonably required by the Buyer and Title Company in order to consummate the transaction contemplated by this Agreementtransactions hereunder (provided the same do not increase in any material respect the costs to, including or liability or obligations of, Seller in a customary seller’s affidavit, all in forms reasonably approved in advance by Sellermanner not otherwise provided for herein).

By Seller. At least one (1A) business day prior The Deed [as hereinafter described in subparagraph (c)]; (B) Seller's certification that the representations and warranties set forth in this Agreement are true and accurate as of the Closing; (C) Seller's affidavit of title, the form and substance of which shall be subject to the Closing Datereasonable approval of Title Company and Purchaser's attorneys; (D) Seller's Resolutions; (E) Xxxx of Sale and/or assignments if so requested by Purchaser; (F) The Assignment and Assumption of Leases together with schedules of security deposits paid by Tenants and any applications thereof made by Seller. At Closing, Seller shall deposit into Escrow (except pay to Purchaser by separate certified check or allow as noted below):a credit against the Purchase Price, the aggregate amount of all security deposits held under Leases; (aG) The original Deed Leases and all amendments, modifications and guarantees thereto, and all brokerage commission agreements; (H) The Tenant Notice(s) to Tenants; (I) The Estoppel Certificates; (J) Certification of non-foreign status in accordance with Internal Revenue Code Section 1445, as amended; (K) Keys to all doors to, and equipment and utility rooms located in the Property, which keys shall be properly tagged for identification; (L) An endorsement to all transferable insurance policies,if any, approved by Purchaser, naming Purchaser as the party insured, together with the original of each such policy; (M) As-built plans and specifications in accordance with the provisions of Paragraph 4 and permanent certificates of occupancy for each building and improvement comprising a part of the Property; (N) All original licenses and permits pertaining to the Property and required for the use or occupancy thereof together with a duly executed assignment thereof to Purchaser; (O) True and complete Records; (P) All Guarantees and Contracts, together with a duly executed assignment thereof to Purchaser; (Q) ISRA Approval (as hereinafter defined in Paragraph 14.(a) hereof); (R) Mutually satisfactory closing statement; (S) The Guaranty in the form of EXHIBIT L attached hereto, duly executed by Seller Schedule "R" annexed hereto and acknowledgedmade a part hereof; (bT) Two (2) original counterparts of a Xxxx of Sale in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect Such other items to the Tangible Personal Property, if any (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect be provided to the Leases and Service Contracts (“Assignment and Assumption Purchaser pursuant to this Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (mU) One (1) original counterpart of any customary affidavits and Such other documents instruments as reasonably may be reasonably required by Purchaser's counsel or the Title Company to consummate the transaction contemplated by effectuate this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Sellertransaction.

By Seller. At least Seller shall deliver (a) a duly executed and acknowledged original Deed; (b) two (2) duly executed counterpart originals of the xxxx of sale, assignment and assumption covering the Personal Property, the Contracts (subject to the terms of Section 5C(2)), the Tenant Leases and Intangible Property, in the form of Exhibit F (the “Xxxx of Sale, Assignment and Assumption”); (c) four (4) duly executed originals of a certificate of Seller respecting the “non-foreign” status of Seller in the form of Exhibit G; (d) Hawaii Form N-289 (Certificate for Exemption from the Withholding of Tax on the Disposition of Hawaii Real Property); (e) one (1) business day prior duly executed original of an assignment of federal trademark in the form attached hereto as Exhibit S (the “Federal Trademark Assignment”) with respect to the Closing Date, Seller shall deposit into Escrow name “Maui Mall”; (except f) one (1) duly executed original of a Hawaii Form P-64A (the “Conveyance Tax Certificate”); (g) a duly executed and acknowledged Assignment and Assumption of Declaration of Restrictive Covenants Regarding Access Ways (Maui Mall) in the form attached hereto as noted below): Exhibit T (athe “Assignment of Declarant’s Rights”); (h) The one (1) duly executed counterpart original Deed of a tenant notice letter of in the form of EXHIBIT L attached heretoExhibit H (the “Notice to Tenants”) (which Notice to Tenants Buyer shall, at Buyer’s sole cost and expense, mail or deliver by hand to the tenants under the Tenant Leases); (i) a duly executed by counterpart original of a form of notice mutually acceptable to Seller and acknowledged; Buyer to vendors under the Contracts to be assumed by Buyer at Closing as provided in this Agreement (bthe “Vendor Notice Letter”); (j) Two Seller’s counterpart of the “Closing Statement” (2) original counterparts as hereinafter defined), dated as of a Xxxx of Sale in the form of EXHIBIT M attached hereto, Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property; (k) the Seller’s Title Certificate, if any applicable; (“Xxxx of Sale”); (cl) Two two (2) original counterparts originals of an Assignment and Assumption Agreement the certificate of Seller in the form of EXHIBIT N attached hereto, duly executed by Exhibit I (the “Seller Closing Certificate”) updating the representations and acknowledged, with respect warranties contained in Section 8A to the Leases Closing Date and Service Contracts noting any changes thereto; (“Assignment and Assumption Agreement”); (dm) Two (2) original counterparts evidence reasonably satisfactory to the Title Company that all necessary authorizations of a General Assignment in the form of EXHIBIT O attached hereto, duly executed transaction provided herein have been obtained by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably requested by the Title Company (including but not limited to good standing certificates) in order to consummate the transaction contemplated hereby, together with any other information or documentation reasonably required by the Title Company to consummate insure Buyer against the transaction contemplated by this AgreementRequired Cure Items; (n) to the extent they are then in Seller’s possession, including a customary seller’s affidavitand have not theretofore been delivered to Buyer, originals (or copies, if originals are unavailable) of original counterparts of the Tenant Leases, all Assumed Contracts and originals (or copies if originals are unavailable) of all permits and licenses (which materials under this clause (n) may be either delivered to the Title Company or left at the management office at the Property or left with the property manager at the property manager’s off-site office) together with all keys, and all combinations to locks at the Property, and codes for security systems, if any; (o) any Requested SNDAs received by Seller and not previously delivered to Buyer; (p) the Tenant Estoppel Certificates, and any other tenant estoppel certificates, received by Seller and not previously delivered to Buyer; (q) copies of terminations of management and leasing agreements; and (r) three (3) originals of a Holdback Escrow Agreement in forms reasonably approved in advance by Sellerthe form of Exhibit V (the “Holdback Escrow Agreement”).

By Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow (except as noted below):deliver: (a) The a duly executed and acknowledged original Deed limited warranty deed in favor of Buyer, conveying the Real Property, in the form of EXHIBIT L attached hereto, duly executed by Seller and acknowledgedExhibit “B” hereto (the “Deed”); (b) Two two (2) original counterparts duly executed counterpart originals of a Xxxx the assignment and assumption of Sale leases in the form of EXHIBIT M Exhibit “C” attached heretohereto (the “Assignment and Assumption of Leases”), assigning Seller’s right, title and interest in all Leases in effect as of the Closing to Buyer; (c) two (2) duly executed by Seller, with respect to counterpart originals of the Tangible Personal Property, if any xxxx of sale in the form of Exhibit “D” hereto (the “Xxxx of Sale”); (c) Two (2) original counterparts , covering the interest of an Assignment and Assumption Agreement Seller in the form of EXHIBIT N attached hereto, duly executed by Seller Personal Property and acknowledged, with respect the Intangible Property to the Leases and Service Contracts (“Assignment and Assumption Agreement”)be conveyed to Buyer hereunder; (d) Two two (2) original counterparts duly executed counterpart originals of a General Assignment the assignment and assumption of contracts, warranties, guaranties, permits and licenses, and trademarks in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to Exhibit “E” hereto (the “Assignment of Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two four (24) original counterparts duly executed counterpart originals of the Xxxxxx Lease, executed by Seller and acknowledgedAssignment of Development Agreements; (f) Two (2) original counterparts a certificate of Seller respecting the Xxxxxx Lease Memo, executed by “non‑foreign” status of Seller and acknowledgedin the form set forth in Exhibit “F” hereto; (g) Two (2) original counterparts A copy of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice letter to be addressed to each Occupant at the Real Property tenant under a Lease in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to hereto as Exhibit “G” (the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXXNotice Letter”), duly executed by Seller; (lh) Two (2) original counterpart An assignment of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), TIF Note to Buyer executed by Seller; and; (mi) One an Owner’s Affidavit and an indemnity in favor of the Title Company in a form and with a substance reasonably acceptable to Seller or using the Minnesota Uniform Conveyancing Blanks Form seller’s affidavit; (1j) original counterpart evidence reasonably satisfactory to Title Company that all necessary authorizations of any customary affidavits the transaction provided herein have been obtained by Seller, and such other documents and instruments as may be reasonably required requested by the Title Company in order to consummate the transaction contemplated by hereby and issue the Owner’s Policy (provided that the same do not materially decrease Seller’s rights or materially increase Seller’s obligations hereunder); (k) a true and correct, updated rent roll; and (l) a closing statement reflecting the financial provisions of the Closing, consistent with the provisions of this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by Seller.

By Seller. At least one the Closing, Seller will deliver to Purchaser: (1i) business day prior Certificates representing the Purchased Shares, duly endorsed in blank, or accompanied by stock powers duly endorsed in blank in proper form for transfer; (ii) Bills of sale, general assignments of trademarks and patents and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser and the appropriate Subsidiary Purchasers all of Seller's or the appropriate Asset Seller's right, title and interest in and to the Closing DatePurchased Assets, Seller shall deposit into Escrow (except as noted below): (a) The original Deed in the each case, in form of EXHIBIT L attached heretoand substance reasonably satisfactory to Purchaser, duly executed by Seller and acknowledgedor the appropriate Asset Seller; (biii) Two (2) original counterparts of a Xxxx of Sale A transition services agreement, substantially in the form of attached as EXHIBIT M attached hereto, duly executed by Seller, with respect to the Tangible Personal Property, if any D (“Xxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption "Transition Services Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”"), duly executed by Seller; (liv) Two Supply agreements pursuant to which Seller or an Asset Seller supplies certain Cookware products to Purchaser, certain products listed on the chart entitled "Anchor Hocking Intercompany Purchases" attached to SCHEDULE 4.19(b) and any other products currently sold by Seller and its Affiliates (2other than the Acquired Companies) original counterpart of for sale or resale by the Reimbursement Agreement Business, and a supply agreement pursuant to which Purchaser or a Subsidiary Purchaser supplies certain Cookware products to Seller or an Asset Seller, in each case, upon terms and conditions as Purchaser and Seller shall agree (the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”"Supply Agreements"), duly executed by Seller; (v) Patent license agreements, substantially in the forms attached as EXHIBIT E-I and E-II ("Patent License Agreements"), duly executed by Calphalon Corporation; (vi) A certificate executed by an officer of Seller to the effect that the conditions specified in clauses (a) and (b) of SECTION 8.1 have been satisfied; (vii) A certificate executed by the corporate secretary or an assistant secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the certificate of incorporation of Seller, (B) a true and complete copy of the bylaws of Seller, (C) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby and (D) incumbency matters; (viii) Certificates, if any, of the appropriate Governmental Authorities certifying the good standing of each of Seller, the Acquired Companies organized under the laws of one of the United States, and the Asset Sellers in its state or jurisdiction of organization; PROVIDED, that in the event the Acquired Companies are organized under the laws of Mexico, such certificates will be FOLIOS MERCANTILES or certificates of lien (or similar certificates) issued by the applicable Public Registry of Commerce (REGISTRO PUBLICO DEL COMERCIO), dated no more than 30 days prior to the Closing Date; (ix) Resignations effective as of the Closing Date of the directors and officers of the Acquired Companies; PROVIDED, that, for purposes of the Mexican Acquired Companies, copies of the partners meeting resolutions of each Mexican Acquired Company approving (a) the resignation and appointment of the MIEMBROS DEL CONSEJO DE GERENTES of such entities, (b) the revocation and granting of powers of attorney, and (c) the approval for the sale of equity interest (PARTES SOCIALES), if applicable, shall be notarized and delivered to Purchaser's representatives in Mexico on the Closing Date; (x) The Partners Register (REGISTRO DE SOCIOS), the Capital Variations Register (LIBRO DE REGISTRO DE VARIACIONES DE CAPITAL), the Partners Meeting Minutes Book (LIBRO DE ACTAS DE ASAMBLEAS DE SOCIOS) and the Board Meeting Minutes Book (LIBRO DE ACTA DE SESIONES DEL CONSEJO DE GERENTES) of each Mexican Acquired Company, specifying that the equity interest (PARTES SOCIALES) issued by such companies, have been fully subscribed and paid for and, where applicable, that title to all the equity interests (PARTES SOCIALES) of the Mexican Acquired Company has been transferred to the Purchaser and/or its designees, shall be delivered to Purchaser's representatives in Mexico on the Closing Date; and (mxi) One (1) original counterpart An opinion of any customary affidavits Schiff Hardin LLP, counsel to Seller, in form and other documents as may be reasonably required by the Title Company sxxxxxxxx xxxxonably satisfactory to consummate the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerPurchaser.

By Seller. At least Seller shall deliver (a) a duly executed and acknowledged original Deed; (b) two (2) duly executed counterpart originals of the xxxx of sale, assignment and assumption covering the Personal Property, the Contracts (subject to the terms of Section 5C(2)), the Tenant Leases and Intangible Property, in the form of Exhibit F (the “Xxxx of Sale, Assignment and Assumption”); (c) four (4) duly executed originals of a certificate of Seller respecting the “non-foreign” status of Seller in the form of Exhibit G; (d) Hawaii Form N-289 (Certificate for Exemption from the Withholding of Tax on the Disposition of Hawaii Real Property); (e) one (1) business day prior duly executed original of an assignment of federal trademark in the form attached hereto as Exhibit S (the “Federal Trademark Assignment”) with respect to the Closing Date, Seller shall deposit into Escrow name “Maui Mall”; (except f) one (1) duly executed original of a Hawaii Form P-64A (the “Conveyance Tax Certificate”); (g) a duly executed and acknowledged Assignment and Assumption of Declaration of Restrictive Covenants Regarding Access Ways (Maui Mall) in the form attached hereto as noted below): Exhibit T (athe “Assignment of Declarant’s Rights”); (h) The one (1) duly executed counterpart original Deed of a tenant notice letter of in the form of EXHIBIT L attached heretoExhibit H (the “Notice to Tenants”) (which Notice to Tenants Buyer shall, at Buyer’s sole cost and expense, mail or deliver by hand to the tenants under the Tenant Leases); (i) a duly executed by counterpart original of a form of notice mutually acceptable to Seller and acknowledged; Buyer to vendors under the Contracts to be assumed by Buyer at Closing as provided in this Agreement (bthe “Vendor Notice Letter”); (j) Two Seller’s counterpart of the “Closing Statement” (2) original counterparts as hereinafter defined), dated as of a Xxxx of Sale in the form of EXHIBIT M attached hereto, Closing Date and duly executed by Seller, setting forth, among other things, all payments to and from the closing escrow in connection with respect to the Tangible Personal purchase and sale of the Property; (k) the Seller’s Title Certificate, if any applicable; (“Xxxx of Sale”); (cl) Two two (2) original counterparts originals of an Assignment and Assumption Agreement the certificate of Seller in the form of EXHIBIT N attached hereto, duly executed by Exhibit I (the “Seller Closing Certificate”) updating the representations and acknowledged, with respect warranties contained in Section 8A to the Leases Closing Date and Service Contracts noting any changes thereto; (“Assignment and Assumption Agreement”); (dm) Two (2) original counterparts evidence reasonably satisfactory to the Title Company that all necessary authorizations of a General Assignment in the form of EXHIBIT O attached hereto, duly executed transaction provided herein have been obtained by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (l) Two (2) original counterpart of the Reimbursement Agreement in the form substantially attached hereto as EXHIBIT Q (“Reimbursement Agreement”), executed by Seller; and (m) One (1) original counterpart of any customary affidavits and such other documents and instruments as may be reasonably requested by the Title Company (including but not limited to good standing certificates) in order to consummate the transaction contemplated hereby, together with any other information or documentation reasonably required by the Title Company to consummate insure Buyer against the transaction contemplated by this AgreementRequired Cure Items; (n) to the extent they are then in Seller’s possession, including a customary seller’s affidavitand have not theretofore been delivered to Buyer, originals (or copies, if originals are unavailable) of original counterparts of the Tenant Leases, all Assumed Contracts and originals (or copies if originals are unavailable) of all permits and licenses (which materials under this clause (n) may be either delivered to the Title Company or left at the management office at the Property or left with the property manager at the property manager’s off-site office) together with all keys, and all combinations to locks at the Property, and codes for 10 security systems, if any; (o) any Requested SNDAs received by Seller and not previously delivered to Buyer; (p) the Tenant Estoppel Certificates, and any other tenant estoppel certificates, received by Seller and not previously delivered to Buyer; (q) copies of terminations of management and leasing agreements; and (r) three (3) originals of a Holdback Escrow Agreement in forms reasonably approved in advance by Sellerthe form of Exhibit V (the “Holdback Escrow Agreement”).

By Seller. At least one Seller shall deliver or cause to be delivered to Buyer at the Closing: (1a) business day prior to a certificate, dated as of the Closing Date, Seller shall deposit into Escrow (except as noted below): (a) The original Deed certifying to the fulfillment of the conditions set forth in the form of EXHIBIT L attached heretoSection 8.1.1, duly executed by Seller Section 8.1.2 and acknowledgedSection 8.1.4; (b) Two (2) original counterparts a bxxx of a Xxxx of Sale sale and assignment and assumption agreement in the form of EXHIBIT M attached hereto, duly executed by Seller, with respect to this Agreement as Exhibit B (the Tangible Personal Property, if any (“Xxxx Bxxx of Sale”); (c) Two (2) original counterparts of an Assignment and Assumption Agreement in the form of EXHIBIT N attached hereto, duly executed by Seller and acknowledged, with respect to the Leases and Service Contracts (“Assignment and Assumption Agreement”); (d) Two (2) original counterparts of a General Assignment in the form of EXHIBIT O attached hereto, duly executed by Seller, with respect to the Intangible Personal Property, Existing Warranties and Transferable Permits (“General Assignment”); (e) Two (2) original counterparts of the Xxxxxx Lease, executed by Seller and acknowledged; (f) Two (2) original counterparts of the Xxxxxx Lease Memo, executed by Seller and acknowledged; (g) Two (2) original counterparts of the Rooftop Easement, executed by Seller and acknowledged; (h) Two (2) original counterparts of the Storage Space Agreement, executed by Seller and acknowledged; (i) An affidavit that satisfies the requirements of Section 1445 of the IRC, and the regulations thereunder; (j) A counterpart of a notice to each Occupant at the Real Property in the form of EXHIBIT P attached hereto, executed by Seller and delivered outside of Escrow to Buyer, which Buyer shall countersign and deliver directly to the Occupants immediately following Closing; (k) Two (2) original counterparts of a real estate excise tax affidavit (“XXXXX”), duly executed by Seller; (lc) Two (2) original counterpart of the Reimbursement Agreement a transition services agreement, in the form substantially attached hereto to this Agreement as EXHIBIT Q Exhibit C (the “Reimbursement Transition Services Agreement”), duly executed by Seller; (d) a copy of the Closing Statement, duly executed by Seller; (e) An intellectual property assignment and assumption agreement in the form attached hereto as Exhibit D (the “IP Assignment Agreement”), duly executed by Seller; (f) A duly completed and executed IRS Form W-9; (g) All books and records of the Business that are included in the Purchased Assets and/or Assumed Liabilities; (h) a duly executed assignment and assumption of Lease substantially in the form of Exhibit F with respect to each of the Leases for each Leased Real Property (the “Assignment of Lease”); (i) a MedWise HealthCare commercial agreement, in the form attached to this Agreement as Exhibit G (the “MedWise Commercial Agreement”), duly executed by Seller; and (mj) One the Release Documents and either (1i) original counterpart of any customary affidavits and other documents as may be reasonably required by the Title Company to consummate Credit Agreement Amendment or (ii) the transaction contemplated by this Agreement, including a customary seller’s affidavit, all in forms reasonably approved in advance by SellerPayoff Letters.