Common use of Closing Events Clause in Contracts

Closing Events. At the Closing upon the Closing Date: 11.2.1 Purchaser, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreement. 11.2.2 Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal property. 11.2.3 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver to Seller the Certificate of Assumption, in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement free and clear of all liens and encumbrances. 11.2.9 ▇▇. ▇▇▇▇▇▇ ▇. Williamson shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaser. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less deposits held by Seller under the Leases, less the credits described in Section 2.1 above, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory special warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrancesencumbrances created or suffered by Seller except the Permitted Exceptions. The conveyance shall be free from community property, dower or statutory rights, taxes, assessments and all other liens and encumbrances of any kind, without exceptions, unless otherwise specified herein, so as to convey to Buyer good and marketable title to all the Property free and clear of all liens, encumbrances and defects except the Permitted Exceptions. 11.2.9 ▇▇10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. ▇▇▇▇▇▇ ▇Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title. Williamson Buyer shall have executed a Limited-Term Employment Agreement pay any additional premium for additional coverages and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserendorsements requested by Buyer. 11.2.10 10.4.6 The Title Company will record the Deed and Buyer shall be responsible for the standard recording fees of the recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to Purchaser the Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Property, that there are no mechanics’ or statutory liens against the Property (or any claims to such liens) and that Seller is not a fully executed IRPTA Document“foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.11 10.4.9 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) have complied with all requirements of the Illinois Income Tax Act and Section 5(j) state of Oregon for the recording of the Illinois Retailers Occupation Tax ActDeed. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided that (i) Title Company has received the documents and funds described and required for the closing in this Agreement; (ii) Title Company has not received prior written notice from either party to the effect that an agreement of either party made hereunder has not been performed or to the effect that any condition set forth herein has not been satisfied or waived; (iii) Buyer has not elected to terminate its rights and obligations hereunder pursuant to Section 7; and (iv) the Title Company has issued or is unconditionally and irrevocably prepared and committed to issue the Title Policy to Buyer, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3 in accordance with a closing settlement statement approved by Buyer and Seller, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash via wire transfer of funds, less the then current balance due on the Assumed Loan, and less deposits in the full amount which should be held by Seller under each of the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of the ▇▇▇▇▇▇▇ Money. 10.4.3 Each of Buyer and Seller shall execute and deliver the Assignment of Leases, the Assignment of Contracts and Warranties, and all Assumption Documents to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal propertywhich it is a party. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a grant deed (the “Deed”) conveying to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrancesencumbrances except the Permitted Exceptions. The conveyance shall be free from community property, dower or statutory rights, taxes, assessments and all other liens and encumbrances of any kind, without exceptions, unless otherwise specified herein, so as to convey to Buyer good and marketable title to all the Property free and clear of all liens, encumbrances and defects except the Permitted Exceptions. 11.2.9 ▇▇10.4.5 The Title Company will deliver the Title Policy upon recordation of the closing documents. ▇▇▇▇▇▇ ▇Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title and for any Seller Endorsements. Williamson Buyer shall have executed a Limited-Term Employment Agreement pay any additional premium for additional coverages and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserendorsements requested by Buyer. 11.2.10 10.4.6 The Title Company will record the Deed and Buyer shall be responsible for the standard recording fees of the recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to Purchaser the Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Property, that there are no mechanics’ or statutory liens against the Property (or any claims to such liens) and that Seller is not a fully executed IRPTA Document“foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.11 10.4.9 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) have complied with all requirements of the Illinois Income Tax Act and Section 5(j) State of California for the recording of the Illinois Retailers Occupation Tax ActDeed. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less the then current balance due on the Assumed Loan, and less deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory special warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrances. 11.2.9 ▇▇encumbrances created or suffered by Seller except the Permitted Exceptions. ▇▇▇▇▇▇ ▇. Williamson The conveyance shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaser. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release be free from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver to Purchaser the Deed community property, dower or statutory rights, taxes, assessments and all other documentsliens and encumbrances of any kind, certificateswithout exceptions, statementsunless otherwise specified herein, declarations so as to convey to Buyer good and affidavits necessary or generally delivered for marketable title to all the transfer Property free and clear of real estate like all liens, encumbrances and defects except the Real Property, including without limitation, the Title Commitment and Title PolicyPermitted Exceptions. 11.2.13 Purchaser 10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price as set forth in Section 3.3 of this Agreementand the charges for obtaining and recording instruments required to clear title. Buyer shall pay any additional premium for additional coverages and endorsements requested by Buyer.

Closing Events. At 2.4.1 On the Closing upon terms and subject to the Closing Date: 11.2.1 Purchaser, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreement. 11.2.2 Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal property. 11.2.3 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver to Seller the Certificate of Assumption, in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 conditions of this Agreement. 11.2.5 Purchaser , the sale and purchase of the Holdco Shares and the Serono Shares shall be consummated (the "Closing") within five (5) business days after all Conditions Precedent have received a written legal opinion from counsel been satisfied or, subject to Seller applicable Law, waived (other than those Conditions Precedent which by their terms are intended to be satisfied at the Closing), but not earlier than on January 3, 2007, or on such other date as the Parent and Seller shall have received a written legal opinion from counsel to Purchaser substantially the Sellers may agree in writing (the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of "Closing Date"). On the Closing Date, and that all covenants to be performed by Seller by the following events (the "Closing Date have been performed. 11.2.7 The parties Events") shall complete and execute take place at the Memorandum offices of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releasesLenz & Staehelin, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement free and clear of all liens and encumbrances. 11.2.9 ▇▇. Route de Chene 30, Ch-1211 Geneva 17, Swit▇▇▇▇and, or at such other place as the Parent and the ▇▇ ▇. Williamson shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ shall have executed Employment Agreements gree in form and substance acceptable writing, simultaneously except as otherwise set forth below: a. payment by the Offeror of the Closing Aggregate Consideration to Purchaser.the Sellers; 11.2.10 Seller shall deliver b. immediately following receipt of the payment referred to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver in clause "(a)" above, repayment by the Sellers to Purchaser a release from the Illinois Department Holdco of Revenue of claims against Seller under Section 902(d(i) all outstanding indebtedness (including accrued but unpaid interest thereon) of the Illinois Income Tax Act Sellers owed to Holdco under the Loan Note and Section 5(j(ii) all costs and expenses relating to Project Landmark paid or incurred by Holdco, and delivery by Holdco to the Sellers and the Parent of a certificate issued by Holdco confirming the due payment and discharge of such indebtedness and such costs and expenses; c. delivery by the Sellers to the Offeror of the Illinois Retailers Occupation Tax Act.certificates representing the Holdco Shares and the Serono Shares listed in Schedule 1.1, showing full and undisrupted chain of endorsements, and endorsed in blank where necessary; 11.2.12 Seller shall execute d. confirmation in writing by each of Holdco's shareholders that (i) the right of first refusal granted to each of them under Holdco's articles of association, and deliver to Purchaser the Deed (ii) any rights of first refusal, pre-emptive and similar rights under any shareholders' agreement have been waived by it; e. confirmation in writing by MB that any and all other documentsrights and claims under the usus fructus relating to the Holdco Shares subject to usus fructus in favour of MB are fully settled or waived; f. confirmation in writing by Management Seller as to the termination of any employment agreement between Serono and the Management Seller effective as of the Closing without any remaining liabilities for Serono thereunder, certificates, statements, declarations and affidavits necessary including liabilities for severance payments; provided that such termination shall not affect any rights of the Management Seller relating to stock options or generally delivered for equity grants with respect to Serono Securities or any rights to indemnification or insurance; g. delivery by the Sellers to the Parent of the share register of Holdco reflecting the transfer of real estate like the Real PropertyHoldco Shares to the Offeror; h. delivery by the Sellers to the Parent of a certified copy of a resolution of the board of directors of Holdco to the effect that the share transfer has been approved and that the Offeror has been registered in the share register of Holdco as shareholder with respect to the Holdco Shares; i. delivery by the Sellers to the Parent of a certified copy of a resolution of the board of directors of Serono to the effect that the share transfer has been approved and that the Offeror has been registered in the share register of Serono as shareholder with full voting rights with respect to the Serono Shares; j. delivery by the Sellers to the Parent of an executed copy of the IP Transfer Agreement; k. delivery by the Sellers to the Parent of evidence reasonably satisfactory to the Parent as to the completion of the liquidation of Deven Ltd, including without limitationJersey; l. delivery by the Sellers to the Parent of ▇ ▇▇rtified excerpt of the Commercial Register regarding Holdco reflecting the completion of the reduction of the nominal share capital of Holdco to an amount not exceeding CHF 140,000; and m. delivery by the Sellers to the Parent of written resignations of the members of the board of directors of Holdco, as directed by the Title Commitment Parent at least two (2) business days prior to the Closing Date, and Title Policyof written resignations of the Management Seller and the current Chairman of the Serono board of directors as members of the board of directors of Serono if requested by Parent. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided the Closing upon Title Company has received the Closing Date: 11.2.1 Purchaser, Seller sums and Escrow Agent shall execute is in a position to cause title to the Short-term Escrow Agreement Property to be conveyed to Buyer and the Long-term Escrow Agreement. 11.2.2 Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal property. 11.2.3 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver to Seller the Certificate of Assumption, in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants Title Policy to be performed by Seller by issued as described herein, this transaction will be closed on the Closing Date have been performedas follows: 10.4.1 The Title Company will perform the prorations described in Subsection 10.3, and the parties shall be charged and credited accordingly. 11.2.7 The parties 10.4.2 Buyer shall complete and execute pay the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releasesPurchase Price for the Property in cash, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred less deposits held by Seller to Purchaser under the Leases, adjusted for the charges and credits set forth in this Agreement free and clear Paragraph 10.4.2, with a credit for the entire amount of all liens and encumbrances. 11.2.9 ▇▇. ▇▇▇▇▇▇ ▇. Williamson shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Money previously paid and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserall interest accrued thereon. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act 10.4.3 Buyer and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver the Assignment of Leases and Assignment of Contracts and Warranties. 10.4.4 Seller shall execute and deliver a grant deed in substantially the form attached as Exhibit F and otherwise in recordable form (the “Deed”) conveying the Property to Purchaser Buyer. 10.4.5 The Title Company will deliver its commitment letter committing to issue the Title Policy described in Section 11 upon recordation of the closing documents. Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title of any exceptions that Seller has agreed to clear pursuant to the provisions of this Agreement. Buyer shall pay any additional premium for additional coverages and endorsements requested by Buyer. 10.4.6 The Title Company will record the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered Buyer shall be responsible for the transfer standard recording fees of real estate like the Real Property, including without limitation, recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to the Title Commitment Company and Title PolicyBuyer at closing an affidavit certifying that (a) there are no unrecorded leases or agreements upon the Property entered into by Seller, (b) to Seller’s knowledge, there are no mechanics’ or statutory liens against the Property (or any claims to such liens) as a result of any work done by or for Seller and (c) Seller is not a “foreign person” under FIRPTA and any similar state law in form reasonably satisfactory to Buyer. 11.2.13 Purchaser 10.4.9 Seller shall pay have complied with all requirements of the Purchase Price as set forth in Section 3.3 state of this AgreementCalifornia for the recording of the Deed.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less the then current balance due on the Assumed Loan, and less deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrancesencumbrances except the Permitted Exceptions. The conveyance shall be free from community property, dower or statutory rights, taxes, assessments and all other liens and encumbrances of any kind, without exceptions, unless otherwise specified herein, so as to convey to Buyer good and marketable title to all the Property free and clear of all liens, encumbrances and defects except the Permitted Exceptions. 11.2.9 ▇▇10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. ▇▇▇▇▇▇ ▇Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title. Williamson Buyer shall have executed a Limited-Term Employment Agreement pay any additional premium for additional coverages and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserendorsements requested by Buyer. 11.2.10 10.4.6 The Title Company will record the Deed and Buyer shall be responsible for the standard recording fees of the recorder therefor. 10.4.7 The escrow fee and other incidental costs of closing included in the closing statement shall be divided equally between the parties. 10.4.8 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) of Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, that Seller is not aware of any mechanics’ or statutory liens against the Title Commitment Property (or any claims to such liens) and Title Policythat Seller is not a “foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided the Closing upon Title Company has received the Closing Date: 11.2.1 Purchaser, Seller sums and Escrow Agent shall execute is in a position to cause title to the Short-term Escrow Agreement Property to be conveyed to Buyer and the Long-term Escrow Agreement. 11.2.2 Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and any other documents of transfer regarding personal property. 11.2.3 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver to Seller the Certificate of Assumption, in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants Title Policy to be performed by Seller by issued as described herein, this transaction will be closed on the Closing Date have been performedas follows: 10.4.1 The Title Company will perform the prorations described in Section 10.3, and the parties shall be charged and credited accordingly. 11.2.7 The parties 10.4.2 Buyer shall complete pay the Purchase Price for the Property in cash, less the then current balance due on the Assumed Loan, less the Pad Price, and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred less deposits held by Seller to Purchaser under the Leases, adjusted for the charges and credits set forth in this Agreement free and clear Section, with a credit for the entire amount of all liens and encumbrances. 11.2.9 ▇▇. ▇▇▇▇▇▇ ▇. Williamson shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Money previously paid and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserall interest accrued thereon. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act 10.4.3 Buyer and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver the Assignment of Leases and Assignment of Contracts and Warranties. 10.4.4 Seller shall execute and deliver a grant deed (the “Deed”) in a form reasonably acceptable to Purchaser Buyer conveying and warranting to Buyer fee simple title in the Property. 10.4.5 The Title Company will deliver its commitment letter committing to issue the Title Policy described in Section 11 upon recordation of the closing documents. Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title. Buyer shall pay any additional premium for additional coverages and endorsements requested by Buyer. 10.4.6 The Title Company will record the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered Buyer shall be responsible for the transfer standard recording fees of real estate like the Real recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to the Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Property, including without limitation, that there are no mechanics’ or statutory liens against the Title Commitment Property (or any claims to such liens) and Title Policythat Seller is not a “foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.13 Purchaser 10.4.9 Seller shall pay have complied with all requirements of the Purchase Price as set forth in Section 3.3 state of this AgreementCalifornia for the recording of the Deed.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less the then current balance due on the Assumed Loan, and less deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory special warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrances. 11.2.9 ▇▇encumbrances created or suffered by Seller except the Permitted Exceptions. ▇▇▇▇▇▇ ▇. Williamson The conveyance shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaser. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release be free from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver to Purchaser the Deed community property, dower or statutory rights, taxes, assessments and all other documentsliens and encumbrances of any kind, certificateswithout exceptions, statementsunless otherwise specified herein, declarations so as to convey to Buyer good and affidavits necessary or generally delivered for marketable title to all the transfer Property free and clear of real estate like all liens, encumbrances and defects except the Real Property, including without limitation, the Title Commitment and Title PolicyPermitted Exceptions. 11.2.13 Purchaser 10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price as set forth in Section 3.3 of this Agreement.and the charges for obtaining and recording

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less the credits described in Section 2.1 above, and less deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory special warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrances. 11.2.9 ▇▇encumbrances created or suffered by Seller except the Permitted Exceptions. ▇▇▇▇▇▇ ▇. Williamson The conveyance shall have executed a Limited-Term Employment Agreement and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaser. 11.2.10 Seller shall deliver to Purchaser a fully executed IRPTA Document. 11.2.11 Seller shall deliver to Purchaser a release be free from the Illinois Department of Revenue of claims against Seller under Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Illinois Retailers Occupation Tax Act. 11.2.12 Seller shall execute and deliver to Purchaser the Deed community property, dower or statutory rights, taxes, assessments and all other documentsliens and encumbrances of any kind, certificateswithout exceptions, statementsunless otherwise specified herein, declarations so as to convey to Buyer good and affidavits necessary or generally delivered for marketable title to all the transfer Property free and clear of real estate like all liens, encumbrances and defects except the Real Property, including without limitation, the Title Commitment and Title PolicyPermitted Exceptions. 11.2.13 Purchaser 10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price as set forth in Section 3.3 of this Agreementand the charges for obtaining and recording instruments required to clear title. Buyer shall pay any additional premium for additional coverages and endorsements requested by Buyer.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, and less refundable deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a statutory warranty deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrancesencumbrances except the Permitted Exceptions. The conveyance shall be free from community property, dower or statutory rights, taxes, assessments and all other liens and encumbrances of any kind, without exceptions, unless otherwise specified herein, so as to convey to Buyer good and marketable title to all the Property free and clear of all liens, encumbrances and defects except the Permitted Exceptions. 11.2.9 ▇▇10.4.5 The Title Company will deliver its commitment letter committing to issue the Title Policy described in Section 11 upon recordation of the closing documents. ▇▇▇▇▇▇ ▇Seller shall pay the title insurance premium for an ALTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title. Williamson Buyer shall have executed a Limited-Term Employment Agreement pay any additional premium for additional coverages and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserendorsements requested by Buyer. 11.2.10 10.4.6 The Title Company will record the Deed and Buyer shall be responsible for the standard recording fees of the recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to Purchaser the Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Property, that there are no mechanics’ or statutory liens against the Property (or any claims to such liens) and that Seller is not a fully executed IRPTA Document“foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.11 10.4.9 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) have complied with all requirements of the Illinois Income Tax Act and Section 5(j) State of Washington for the recording of the Illinois Retailers Occupation Tax ActDeed. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.

Closing Events. At Provided the Title Company has received the sums and is in a position to cause title to the Property to be conveyed to Buyer and the Title Policy to be issued as described herein, this transaction will be closed on the Closing upon the Closing DateDate as follows: 11.2.1 Purchaser10.4.1 The Title Company will perform the prorations described in Section 10.3, Seller and Escrow Agent shall execute the Short-term Escrow Agreement and the Long-term Escrow Agreementparties shall be charged and credited accordingly. 11.2.2 10.4.2 Buyer shall pay the Purchase Price for the Property in cash, less deposits held by Seller under the Leases, adjusted for the charges and credits set forth in this Section, with a credit for the entire amount of all ▇▇▇▇▇▇▇ Money previously paid and all interest accrued thereon. 10.4.3 Buyer and Seller shall execute and deliver to Purchaser the ▇▇▇▇ Assignment of Sale Leases and any other documents Assignment of transfer regarding personal propertyContracts and Warranties. 11.2.3 10.4.4 Seller shall provide to Purchaser any and all required written consents to Purchaser's assumption of the Material Agreements. 11.2.4 Purchaser shall execute and deliver a grant deed (the “Deed”) conveying and warranting to Seller the Certificate of Assumption, Buyer fee simple title in the form attached hereto as Exhibit 11.2.4 for those liabilities of Seller assumed by Purchaser pursuant to Article 5 of this Agreement. 11.2.5 Purchaser shall have received a written legal opinion from counsel to Seller and Seller shall have received a written legal opinion from counsel to Purchaser substantially in the respective forms attached hereto as Exhibit 11.2.5. 11.2.6 Purchaser shall have received from Seller a certificate signed by the Chairman and President of Seller that the representations and warranties of Seller are true as of the Closing Date, and that all covenants to be performed by Seller by the Closing Date have been performed. 11.2.7 The parties shall complete and execute the Memorandum of Allocation. 11.2.8 Seller shall obtain from its secured and judgment creditors and lenders and deliver to Purchaser such lien releases, terminations and other documents necessary to assure Purchaser to its satisfaction that the Assets are being transferred by Seller to Purchaser under this Agreement Property free and clear of all liens and encumbrancesencumbrances except the Permitted Exceptions. The conveyance shall be free from community property, dower or statutory rights, taxes, assessments and all other liens and encumbrances of any kind, without exceptions, unless otherwise specified herein, so as to convey to Buyer good and marketable title to all the Property free and clear of all liens, encumbrances and defects except the Permitted Exceptions. 11.2.9 ▇▇10.4.5 The Title Company will deliver its commitment letter committing to issue the policy described in Section 11 upon recordation of the closing documents. ▇▇▇▇▇▇ ▇Seller shall pay the title insurance premium for a CLTA standard coverage owner’s policy in the amount of the Purchase Price and the charges for obtaining and recording instruments required to clear title. Williamson Buyer shall have executed a Limited-Term Employment Agreement pay any additional premium for additional coverages and Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed Employment Agreements in form and substance acceptable to Purchaserendorsements requested by Buyer. 11.2.10 10.4.6 The Title Company will record the Deed and Buyer shall be responsible for the standard recording fees of the recorder therefor. 10.4.7 The escrow fee shall be divided equally between the parties. 10.4.8 Seller shall deliver to Purchaser the Title Company and Buyer at closing an affidavit certifying that there are no unrecorded leases or agreements upon the Property other than those in the Permitted Exceptions, if any, that there are no mechanics’ or statutory liens against the Property (or any claims to such liens) and that Seller is not a fully executed IRPTA Document“foreign person” under FIRPTA and any similar state law in form satisfactory to Buyer. 11.2.11 10.4.9 Seller shall deliver to Purchaser a release from the Illinois Department of Revenue of claims against Seller under Section 902(d) have complied with all requirements of the Illinois Income Tax Act and Section 5(j) State of California for the recording of the Illinois Retailers Occupation Tax ActDeed. 11.2.12 Seller shall execute and deliver to Purchaser the Deed and all other documents, certificates, statements, declarations and affidavits necessary or generally delivered for the transfer of real estate like the Real Property, including without limitation, the Title Commitment and Title Policy. 11.2.13 Purchaser shall pay the Purchase Price as set forth in Section 3.3 of this Agreement.