Common use of Conditions of Settlement Clause in Contracts

Conditions of Settlement. a. It shall be a condition precedent to Buyer's obligation to settle hereunder that each of the following conditions shall have been satisfied: (1) That Buyer and Seller shall have each executed a copy of this Agreement and delivered the same to other; (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”). Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied by the sixtieth (60th) day following the end of the Feasibility Period, Seller shall have the right to extend the date for Settlement, on the conditions set forth in this paragraph 4b, for up to six (6) month (the “Zoning Extension Period”), upon notice to Buyer on or before the first day of the Zoning Extension Period. The right of Seller to extend Settlement shall apply only if an application in furtherance of satisfying the Zoning Condition is pending and the body before which it is pending has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a of this Agreement are not satisfied within either (i) the 60 day period following the end of the Feasibility Period or (ii) if Seller has exercised its right to extend the date for Settlement as set forth in paragraph 4b of this Agreement, the Zoning Extension Period, Buyer shall have the right either to waive any such condition and proceed to Settlement or to terminate this Agreement by notifying Seller in writing. If Buyer does not waive such condition, the parties direct Escrow Agent to return the Deposit to Buyer and neither party shall have any further liability to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested by Seller in writing, an assignment of Buyer's interests in and to all engineering plans, studies, and other materials to Seller. d. Buyer agrees to cooperate with Seller in connection with the Zoning Condition including, where necessary, signing application forms if required and executing assignment of permit forms. The parties agree that all costs and expenses associated with the satisfaction of the Zoning Condition as set forth in paragraph 4 of this Agreement shall be assumed by Seller. e. Seller’s obligations to close are conditional upon: (i) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation for the longer of (A) so long as Buyer or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”). (ii) Seller’s right, at any time prior to Settlement to terminate the Agreement of Sale in order to sell all or a portion of the Property to an entity selected by the Pennsylvania Gaming Control Board for a Philadelphia Slot License (or to the entity that had previously had an option to buy the Property in connection with its application for a Philadelphia Slot license). In the event of such termination, Seller shall return to Buyer any Deposit, any Additional Deposit, and shall pay to Buyer an amount equal to (i) the reasonable out-of-pocket costs incurred by Buyer in connection with its due diligence review of the Property from the date of the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Sale. (iii) Execution and delivery by Buyer and Seller of an agreement, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and the Property is sold or leased to an entity selected for such Philadelphia Slot License, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License for the Gaming Portion of the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (which amount shall be calculated by multiplying the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process as to be more particularly set forth in the Gaming Agreement and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (calculated as set forth above).

Conditions of Settlement. a. It shall be a condition precedent The obligation of Buyer under this Agreement to Buyer's obligation purchase the Property from the Seller is subject to settle hereunder that the satisfaction at the time of settlement of each of the following conditions shall have been satisfied:(any one of which may be waived in whole or in part by the Buyer by written waiver at or prior to the Settlement): (1a) That Buyer and Seller shall have each executed a copy of this Agreement and delivered the same to other; (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”). Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied by the sixtieth (60th) day following the end All of the Feasibility Period, Seller shall have the right to extend the date for Settlement, on the conditions set forth in this paragraph 4b, for up to six (6) month (the “Zoning Extension Period”), upon notice to Buyer on or before the first day of the Zoning Extension Period. The right of Seller to extend Settlement shall apply only if an application in furtherance of satisfying the Zoning Condition is pending representations and the body before which it is pending has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a of this Agreement are not satisfied within either (i) the 60 day period following the end of the Feasibility Period or (ii) if Seller has exercised its right to extend the date for Settlement as set forth in paragraph 4b of this Agreement, the Zoning Extension Period, Buyer shall have the right either to waive any such condition and proceed to Settlement or to terminate this Agreement by notifying Seller in writing. If Buyer does not waive such condition, the parties direct Escrow Agent to return the Deposit to Buyer and neither party shall have any further liability to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested warranties by Seller in writing, an assignment of Buyer's interests in and to all engineering plans, studies, and other materials to Seller. d. Buyer agrees to cooperate with Seller in connection with the Zoning Condition including, where necessary, signing application forms if required and executing assignment of permit forms. The parties agree that all costs and expenses associated with the satisfaction of the Zoning Condition as set forth in paragraph 4 of this Agreement shall be assumed by Seller. e. Seller’s obligations to close are conditional upon: (i) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation for the longer of (A) so long as Buyer or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”)true. (iib) Seller’s rightSeller shall have performed, at any time observed, and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to Settlement to terminate the Agreement of Sale in order to sell all or a portion as of the Property to an entity selected by the Pennsylvania Gaming Control Board for a Philadelphia Slot License Settlement. (or c) Title to the entity that had previously had an option Property shall be as required by paragraph 2 above. (d) All instruments and documents required on the Seller's part to buy effectuate this Agreement and the Property in connection with transactions contemplated herein, shall be delivered and shall be reasonably satisfactory to Buyer and its application for a Philadelphia Slot license)attorneys. In the event of such terminationthe failure of any of the foregoing conditions of Settlement which is not waived in writing by Buyer, Seller (1) upon Buyer's demand, which Buyer may exercise in it sole discretion, all deposits and other sums paid on account of the purchase price, together will all interest earned thereon shall return be paid immediately to Buyer any Deposit, any Additional DepositBuyer, and the Seller and the Buyer shall pay be released from all liability or obligation to Buyer an amount equal to the other, and this Agreement shall then and thereafter be null and void. In addition, if condition (ib) the reasonable out-of-pocket costs incurred above has not been met by Buyer in connection with its due diligence review of the Property from the date of Settlement, Seller or Buyer shall have the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Sale. (iii) Execution and delivery by Buyer and Seller of an agreementright, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from delay Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and period of ten (10) days to allow Seller time to satisfy said conditions. If at the Property is sold or leased to an entity selected for such Philadelphia Slot Licenseexpiration of ten days Seller has not satisfied any section 6(b) condition, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License for the Gaming Portion of the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (which amount shall be calculated by multiplying the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process as to be more particularly set forth in the Gaming may terminate this Agreement and (b) the amount paid at Settlement by Buyer receive a return of its Deposit plus all interest accrued thereon, or waive Seller's performance and proceed to Seller for the Gaming Portion of the Property (calculated as set forth above)Settlement.

Conditions of Settlement. a. It 6.1 The Effective Date of the Settlement shall be a condition precedent to Buyer's obligation to settle hereunder that each the date on which all of the following conditions shall events have been satisfiedoccurred: (1) That Buyer and Seller shall have each executed a copy a. approval of this Agreement and delivered the same to other; (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”). Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied Settlement by the sixtieth (60th) day Reviewing Court at or after the Settlement Hearing following the end of the Feasibility Period, Seller shall have the right to extend the date for Settlement, on the conditions set forth in this paragraph 4b, for up to six (6) month (the “Zoning Extension Period”), upon notice to Buyer on or before the first day of the Zoning Extension Period. The right of Seller to extend Settlement shall apply only if an application in furtherance of satisfying the Zoning Condition is pending and the body before which it is pending has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a of this Agreement are not satisfied within either (i) the 60 day period following the end of the Feasibility Period or (ii) if Seller has exercised its right to extend the date for Settlement Current Fluor Stockholders as set forth in paragraph 4b Paragraph 2.2; b. entry of the Judgment, in all material respects in the form set forth as Exhibit F annexed hereto, approving the Settlement, without awarding costs to any party, except as provided herein, dismissing the Consolidated Federal Texas Action with prejudice, and releasing the Released Persons from the Released Claims; c. the Judgment becomes Final; d. dismissals with prejudice of all other Actions; and e. the dismissals of all of the other Actions become Final. 6.2 If any of the conditions specified above in Paragraph 6.1 are not met, then the Stipulation shall be cancelled and terminated, unless all of the Parties agree in writing to proceed with the Stipulation. If for any reason the Effective Date of this Agreement, the Zoning Extension Period, Buyer shall have the right either to waive any such condition and proceed to Settlement or to terminate this Agreement by notifying Seller in writing. If Buyer Stipulation does not waive such conditionoccur, the parties direct Escrow Agent or if this Stipulation is in any way canceled, terminated, or fails to return the Deposit become Final in accordance with its terms: (i) all Parties and Released Persons shall be restored to Buyer and neither party shall have any further liability their respective positions prior to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 execution of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested by Seller in writing, an assignment of Buyer's interests in and to Stipulation; (ii) all engineering plans, studies, and other materials to Seller. d. Buyer agrees to cooperate with Seller releases delivered in connection with the Zoning Condition includingStipulation shall be null and void, where necessaryexcept as otherwise provided for in the Stipulation; (iii) the Fee and Expense Amount and Service Awards shall not be paid or, signing application forms if required already paid, shall be refunded to the escrow account in accordance with Paragraph 4; and executing assignment of permit forms. The parties agree that (iv) all costs negotiations, proceedings, documents prepared, and expenses associated with statements made in connection herewith shall be without prejudice to the satisfaction Parties, shall not be deemed or construed to be an admission by any of the Zoning Condition as Parties of any act, matter, or proposition, and shall not be used or referred to in any manner for any purpose (other than to enforce the terms remaining in effect) in any subsequent proceeding in the Actions or in any other action or proceeding. In such event, the terms and provisions of this Stipulation (other than those set forth in paragraph 4 of this Agreement Paragraphs I(a)-(g), 6.2, 7.7, and 7.9) shall have no further force and effect with respect to the Parties and shall not be assumed by Sellerused in the Actions or in any other proceeding for any purpose. e. Seller’s obligations 6.3 No court order, modification, or reversal on appeal of any court order concerning any Fee and Expense Amount, Service Awards, and interest awarded by a court to close are conditional upon: (i) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which Texas Federal Court Lead Plaintiffs’ Counsel shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation constitute grounds for the longer of (A) so long as Buyer cancellation or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”). (ii) Seller’s right, at any time prior to Settlement to terminate the Agreement of Sale in order to sell all or a portion termination of the Property to an entity selected by Stipulation, affect the Pennsylvania Gaming Control Board for a Philadelphia Slot License (or to the entity that had previously had an option to buy the Property in connection with its application for a Philadelphia Slot license). In the event of such termination, Seller shall return to Buyer any Deposit, any Additional Deposit, and shall pay to Buyer an amount equal to (i) the reasonable out-of-pocket costs incurred by Buyer in connection with its due diligence review enforceability of the Property Stipulation, or delay or preclude the Judgment from the date of the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Salebecoming Final. (iii) Execution and delivery by Buyer and Seller of an agreement, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and the Property is sold or leased to an entity selected for such Philadelphia Slot License, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License for the Gaming Portion of the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (which amount shall be calculated by multiplying the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process as to be more particularly set forth in the Gaming Agreement and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (calculated as set forth above).

Conditions of Settlement. a. It shall be a condition precedent to Buyer's Purchaser’s obligation to settle hereunder that each of the following conditions shall have been satisfiedsatisfied or waived: a. Purchaser, at its sole cost and expense, shall have obtained financing in an amount sufficient to satisfy the Purchase Price at settlement at an 80% LTV, upon terms and conditions acceptable to Purchaser. b. In addition to all other conditions set forth in this Agreement, all of Purchaser’s obligations hereunder (including, without limitation, its obligation to purchase and accept the Property from Seller) are expressly conditioned on the fulfillment or satisfaction at or before the time of Settlement hereunder, of each of the following conditions: (1) That Buyer All of the representations and warranties of Seller shall have each executed a copy of contained in this Agreement shall be true and delivered correct in all material respects on the same to other;date of Settlement. (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”). Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied by the sixtieth (60th) day following the end of the Feasibility Period, Seller shall have materially performed, observed and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed and complied with on Seller’s part prior to or as of Settlement hereunder. (3) All instruments and documents required on Seller’s part to effect this Agreement and the right transactions contemplated hereby, all as set forth herein, shall be delivered to extend the date for Settlement, on the Purchaser. c. In addition to all other conditions set forth in this paragraph 4bAgreement, for up all of Seller’s obligations hereunder (including, without limitation, Seller’s obligation to six (6sell the Property to Purchaser) month (are expressly conditioned on the “Zoning Extension Period”), upon notice to Buyer on fulfillment or satisfaction at or before the first day time of Settlement hereunder, of each of the Zoning Extension Period. The right following conditions: (1) All of Seller the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on the date of Settlement. (2) Purchaser shall have materially performed, observed and complied with all covenants, agreements, and conditions required by this Agreement to extend be performed, observed and complied with on Purchaser’s part prior to or as of Settlement shall apply only if an application in furtherance of satisfying the Zoning Condition is pending hereunder. (3) All instruments and documents required on Purchaser’s part to effect this Agreement and the body before which it is pending has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a of this Agreement are not satisfied within either (i) the 60 day period following the end of the Feasibility Period or (ii) if Seller has exercised its right to extend the date for Settlement transactions contemplated hereby, all as set forth in paragraph 4b of this Agreementherein, the Zoning Extension Period, Buyer shall have the right either to waive any such condition and proceed to Settlement or to terminate this Agreement by notifying Seller in writing. If Buyer does not waive such condition, the parties direct Escrow Agent to return the Deposit to Buyer and neither party shall have any further liability to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested by Seller in writing, an assignment of Buyer's interests in and to all engineering plans, studies, and other materials be delivered to Seller. d. Buyer agrees to cooperate with Seller in connection with the Zoning Condition including, where necessary, signing application forms if required and executing assignment of permit forms. The parties agree that all costs and expenses associated with the satisfaction of the Zoning Condition as set forth in paragraph 4 of this Agreement shall be assumed by Seller. e. Seller’s obligations to close are conditional upon: (i4) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation for the longer of (A) so long as Buyer or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”). (ii) Seller’s right, at any time prior to Settlement to terminate the Agreement a Bxxx of Sale in order to sell all or a portion of the Property to an entity selected by the Pennsylvania Gaming Control Board for a Philadelphia Slot License (or to the entity that had previously had an option to buy the Property in connection with its application for a Philadelphia Slot license). In the event of such termination, Seller shall return to Buyer any Deposit, any Additional Deposit, and shall pay to Buyer an amount equal to (i) the reasonable out-of-pocket costs incurred by Buyer in connection with its due diligence review of the Property from the date of the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Sale. (iii) Execution and delivery by Buyer and Seller of an agreement, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and the Property is sold or leased to an entity selected for such Philadelphia Slot License, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License for the Gaming Portion of the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion sale, transfer and assignment of all rights to personal property and fixtures within the Property (which amount shall be calculated and owned by multiplying Seller on an “as is”, “where is” basis together with Seller’s contemporaneous receipt of a payment of $50,000.00 by Purchaser in certified or bank funds, title company check or wire transfer in addition to the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process as to be more particularly set forth in the Gaming Agreement and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (calculated as set forth above)Purchase Price.

Conditions of Settlement. a. It shall be a condition precedent A. The obligation of Buyer under this Agreement to Buyer's obligation purchase the Premises from Seller is subject to settle hereunder that the satisfaction at the time of settlement of each of the following conditions shall have been satisfiedconditions, anyone of which may be waived in whole or in part by Buyer at or prior to settlement: (1a) That Seller’s obligation to complete settlement hereunder shall be expressly subject to Seller obtaining approval (herein, “Court Approval”) of the sale of the Premises to Buyer from the Court of Common Pleas of Bucks County under and pursuant to 24 P.S. §7-707. Seller agrees to promptly file the appropriate Petition with the Court of Common Pleas of Bucks County in order to obtain approval for the sale pursuant to 24 P.S. §7-707(3). (b) Buyer’s obligation to complete settlement hereunder shall have each executed a copy be expressly subject to buyer’s receiving final unappealable subdivision approval for the construction of not fewer than 35 single family market rate homes on the Property, together with any required, permits, licenses, easements, variances, certificates, exceptions, authorizations, approvals and agreements, subject only to such conditions approved by Buyer, such that, upon the posting of customary financial security, Buyer may immediately file subdivision plans, commence site improvements and obtain building permits for the construction of the 35 residences. (c) Buyer is to obtain the approvals referenced in paragraph 9(b) within an Approvals period defined as commencing on the date of this Agreement and delivered ending six (6) months from the date of this Agreement, as the same to other; (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto may be extended by Buyer as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”)set forth below. Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied by the sixtieth (60th) day following the end of the Feasibility Period, Seller shall have the right to extend the date Approvals period for Settlement, on the conditions set forth in this paragraph 4b, for up to six eight (68) additional consecutive three (3) month (the “Zoning Extension Period”)extension periods, each such extension to be exercised by Buyer upon notice to Buyer Seller delivered prior to the expiration of the then Approvals Period. If on or before the first day expiration of the Zoning Extension Period. The right of Seller to extend Settlement shall apply only if an application in furtherance of satisfying Approvals Period the Zoning Condition is pending Approvals have not been obtained for any reason (and the body before which it is pending Buyer has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a affirmatively given notice of this Agreement are not satisfied within either (i) the 60 day period following the end its exercise of the Feasibility any remaining Approvals Period or (ii) if Seller has exercised its right to extend the date for Settlement as set forth in paragraph 4b of this Agreementextension), the Zoning Extension Period, then Buyer shall have the right either to waive any such the Approvals condition and proceed to Settlement or to terminate cancel this Agreement by notifying Seller in writing. If Buyer does not waive such condition, the parties direct Escrow Agent to return which case this Agreement shall become null and void and the Deposit shall be paid to Buyer and neither party shall have any further liability to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested by Seller in writing, an assignment of Buyer's interests in and to all engineering plans, studies, and other materials to Seller. d. (d) Seller authorizes Buyer agrees to cooperate with Seller submit such development applications (and if necessary, execute such documents as Property owner) which may be reasonably necessary in connection with the Zoning Condition including, where necessary, signing application forms if required Approvals and executing assignment of permit forms. The parties agree that all costs and expenses associated will cooperate in good faith with the satisfaction of the Zoning Condition as set forth in paragraph 4 of this Agreement shall be assumed by Seller. e. Seller’s obligations to close are conditional upon: (i) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation for the longer of (A) so long as Buyer or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”). (ii) Seller’s right, at any time prior to Settlement to terminate the Agreement of Sale in order to sell all or a portion of obtain the Property to an entity selected by Approvals. Seller will provide Buyer with the Pennsylvania Gaming Control Board for a Philadelphia Slot License (or necessary access to the entity that had previously had an option to buy the Property in connection with its application for a Philadelphia Slot license). In the event of such termination, Seller shall return to Buyer any Deposit, any Additional Deposit, and shall pay to Buyer an amount equal to (i) the reasonable out-of-pocket costs incurred by Buyer in connection with its due diligence review of the Property from the date of the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Sale. (iii) Execution and delivery by Buyer and Seller of an agreement, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and the Property is sold or leased to an entity selected for such Philadelphia Slot License, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License property for the Gaming Portion conducting of any necessary survey or tests necessary to obtain the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (which amount shall be calculated by multiplying the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process necessary Approvals as to be more particularly set forth in the Gaming Agreement and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (calculated as set forth referenced above).

Conditions of Settlement. a. It shall be a condition precedent to Buyer's obligation to settle hereunder that each of the following conditions shall have been satisfied: (1) That Buyer and Seller shall have each executed a copy of this Agreement and delivered the same to other; (2) That Seller, at Seller’s expense shall have received a zoning change from the City of Philadelphia substantially in the form attached hereto as Exhibit “C” (the “Zoning Approval” or the “Zoning Condition”). Seller shall diligently and in good faith seek such Zoning Approval. In no event shall Buyer submit applications for governmental approvals and zoning changes or variances, without obtaining Seller’s prior written approval therefore, which approval shall not be unreasonably denied, delayed or conditioned. b. If the Zoning Condition is not satisfied by the sixtieth (60th) day following the end of the Feasibility Period, Seller shall have the right to extend the date for Settlement, on the conditions set forth in this paragraph 4b, for up to six (6) month (the “Zoning Extension Period”), upon notice to Buyer on or before the first day of the Zoning Extension Period. The right of Seller to extend Settlement shall apply only if an application in furtherance of satisfying the Zoning Condition is pending and the body before which it is pending has not yet issued a final decision. c. In the event that the conditions set forth in paragraph 4a of this Agreement are not satisfied within either (i) the 60 day period following the end of the Feasibility Period or (ii) if Seller has exercised its right to extend the date for Settlement as set forth in paragraph 4b of this Agreement, the Zoning Extension Period, Buyer shall have the right either to waive any such condition and proceed to Settlement or to terminate this Agreement by notifying Seller in writing. If Buyer does not waive such condition, the parties direct Escrow Agent to return the Deposit to Buyer and neither party shall have any further liability to the other. Further, if Buyer terminates this Agreement on account of a failure of a condition or because Buyer determines that the Property is not suitable and terminates under paragraph 3 of this Agreement, Buyer agrees to deliver, if and only to the extent specifically requested by Seller in writing, an assignment of Buyer's interests in and to all engineering plans, studies, and other materials to Seller. d. Buyer agrees to cooperate with Seller in connection with the Zoning Condition including, where necessary, signing application forms if required and executing assignment of permit forms. The parties agree that all costs and expenses associated with the satisfaction of the Zoning Condition as set forth in paragraph 4 of this Agreement shall be assumed by Seller. e. Seller’s obligations to close are conditional upon: (i) Execution and delivery by Buyer of an agreement between Buyer and Allegheny West Foundation, in form acceptable to Seller, which shall provide that Buyer shall fund not less than $60,000 per year to the Allegheny West Foundation for the longer of (A) so long as Buyer or one of its affiliates owns the Property or (B) ten years (the “Allegheny West Agreement”). (ii) Seller’s right, at any time prior to Settlement to terminate the Agreement of Sale in order to sell all or a portion of the Property to an entity selected by the Pennsylvania Gaming Control Board for a Philadelphia Slot License (or to the entity that had previously had an option to buy the Property in connection with its application for a Philadelphia Slot license). In the event of such termination, Seller shall return to Buyer any Deposit, any Additional Deposit, and shall pay to Buyer an amount equal to (i) the reasonable out-of-pocket costs incurred by Buyer in connection with its due diligence review of the Property from the date of the Agreement of Sale through the date of such termination; plus (ii) an amount determined as follows: · $100,000 if Seller terminates within 90 days after the date of the Agreement of Sale · $250,000 if Seller terminates between 91 and 180 days after the date of the Agreement of Sale; or · $500,000 if Seller terminates more than 180 days after the date of the Agreement of Sale. (iii) Execution and delivery by Buyer and Seller of an agreement, on terms and in form acceptable to both Buyer and Seller (the “Gaming Agreement”) which shall provide that if within two years from Settlement all or a portion of the Property is selected by the Pennsylvania Gaming Control Board as a location for a Philadelphia Slot License, and the Property is sold or leased to an entity selected for such Philadelphia Slot License, Buyer shall pay Seller an amount equal to the lesser of (i) $5,000,000 or (ii) 33.33% of Buyer’s Net Profit on the Property. For purposes of the foregoing, “Buyer’s Net Profit” in the event Buyer sells the Property to an owner of the Philadelphia Slot License shall equal the difference between (a) the amount paid to Buyer by the owner of the Philadelphia Slot License for the Gaming Portion of the Property, less all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with such sale and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (which amount shall be calculated by multiplying the square footage of the Gaming Portion of the Property by the per square foot purchase price of the entire Property paid by Buyer to Seller). In the event Buyer leases the Property to an owner of the Philadelphia Slot License, the “Buyer’s Net Profit” shall equal the difference between (a) the rent to be paid over the term of the lease at a capitalization rate agreed to by Buyer and Seller and in the event Buyer and Seller cannot agree to such capitalization rate, such rate will be determined by an appraisal process as to be more particularly set forth in the Gaming Agreement and (b) the amount paid at Settlement by Buyer to Seller for the Gaming Portion of the Property (calculated as set forth above).