Common use of Conditions Precedent to Buyer’s Obligation Clause in Contracts

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following: (a) The Title Company's issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) of the Property gross leasable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit consummate the remainder transactions contemplated hereby and make the deliveries required of the Purchase Price to the Title Company Buyer in Section 3.2(b) of this Agreement on the Closing Date and effectuate the transaction contemplated hereunder is shall be subject to and contingent upon the followingsatisfaction or waiver by Buyer of each of the following conditions: (a) The Title Company's issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller Sellers contained in Section 10 hereof, 4.2 shall continue to be true and correct on the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy Closing Date in all material respects, as of Closing, of Seller's representations contained all covenants and obligations to be performed by Sellers on or prior to the Closing Date shall have been performed in this Agreementall material respects, and Sellers shall have certified the representations contained foregoing to Buyer in writing; (b) Sellers shall have executed and delivered to Buyer such certificateinstruments as are deemed necessary or appropriate to effectuate the transfer of the Acquired Assets to Buyer and such other documents, instruments and certificates as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) monthsBuyer or its counsel may have reaonably requested; and (c) That as Sellers shall have delivered to Buyer at or prior to the Closing title commitments (the "Title Commitments") and pro forma title insurance policies issued by a reputable title insurance company for each of the date Headquarters, the Atlanta Terminal, the Fontana Terminal, the Rupert Drop Yard, and the Springville Drop Yard pursuant to which the title company agrees to issue to Buyer an owner's policy of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) title insurance on each of the Property gross leasable area being leased Headquarters, the Atlanta Terminal, the Fontana Terminal, the Rupert Drop Yard, and the Springville Drop Yard for the fair market value of each (the "Title Policies"). The Title Policies shall identify Buyer as the insured, accurately describe the Headquarters, the Atlanta Terminal, the Fontana Terminal, the Rupert Drop Yard, and the Springville Drop Yard, respectively, and insure that upon Closing Buyer shall have marketable fee simple title in each such property, subject only to tenants with those covenants, conditions, restrictions, rights-of-way, and easements of record reflected on Schedule B of the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]Title Commitments that are acceptable to Buyer.

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), 4.1 Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder perform under this Contract is subject to and contingent upon satisfaction or waiver of each and every one of the followingfollowing conditions: a. Subdivision of the Property by Seller, at Seller’s sole cost and expense as provided in paragraph 3 of this Addendum. b. Approval of funding this contract by the RFTA Board, by written resolution no later than thirty (a30) days after MEC as defined herein. In the event said approval is not granted, this Contract shall terminate and all xxxxxxx money deposits shall be returned to Buyer. c. The ability of the issuer of the Title Company's issuing or committing Commitment to issue the Title Policy its policies of title insurance, upon recordation of Seller's General Warranty Deed to Buyer, insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof;Property. (b) d. The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x knowledge of the Rent Rollaccuracy, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closingclosing, of the representations and warranties of Seller contained in Section 10 hereofthis Contract. e. Xxxxx's written approval, in Buyer’s sole and subjective discretion, of the Property and all systems and conditions thereat (including, without limitation, heating, electrical, plumbing, paving, amenities, water, and roof, and geological and soils conditions), pursuant to physical inspection by Buyer or by whomsoever Buyer may designate on or before thirty (30) days after MEC as defined in this Addendum. Except as otherwise provided herein, no inference that Xxxxx has waived any right to rely on representations or warranties of Seller set forth in this Contract shall be drawn by Xxxxx's approval of the performance by Seller, Property pursuant to said physical inspection. f. There being no adverse change in the extent possible by Property from the date of Closing, this contract to closing. g. Seller shall place into Escrow $50,000 to be used by Seller to pay one-half of the covenants contained in Section 10 hereof. It shall be a condition Seller’s costs incurred to Buyer's obligation to close with respect to remediate recognized environment conditions (RECs) existing on the Property that, at the Closing, such time as Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) terminates occupancy of the Property gross leasable area being leased and resulting from Seller’s fueling activities on the Property. Seller’s total obligation to tenants Buyer for remediation shall be 1/2 of total remediation costs or $50,000, whichever is less. In the event ½ of remediation costs is less than $50,000, any balance in Escrow shall be returned to Seller. Buyer shall provide Seller and the Escrow Agent with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]an itemized accounting of remediation costs prior to withdrawing funds from Escrow for remediation.

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's ’s obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following: (a) The Title Company's ’s issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x Xxxx Xxxxxxxxxx’x or Xxxxxx Xxxxxxxx’x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's ’s knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's ’s knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's ’s obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's ’s knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's ’s representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) sufficient gross leaseable area of the Property gross leasable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]satisfied to generate a total Annual Fixed Rental of at least $2,760,000.00.

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following: (a) The Title Company's issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x Xxxx Xxxxx'x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) of the Property (excluding therefrom the gross leasable leaseable area Retail K, Retail L, as set forth on Exhibits 9A and 9B) gross leaseable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]

Conditions Precedent to Buyer’s Obligation. In addition The obligation of Buyer to consummate the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction transactions contemplated hereunder herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) of the following conditions as of the Closing: a. The representations and contingent upon warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing; b. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a “Proceeding”) by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, “Governmental Authority”) or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby; c. Seller's members shall have approved this Agreement and the transactions contemplated hereby; d. Seller shall have performed in all material respects its obligations described in Section 5.1; e. Buyer and Cresson Crossroads shall have entered into an agreement for providing broadband services in the Cresson Crossroads development on a post-closing basis. f. Buyer shall have received from Seller all of the following: (ai) The Title CompanyA duly executed xxxx of sale, the form of which is attached hereto as Exhibit 2.2(e)(i) (the “Xxxx of Sale”), which includes a complete list of the Assigned Tangible Assets, conveying to Buyer the Assigned Tangible Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, “Encumbrances”), except (A) Encumbrances for taxes, the payment of which are not delinquent, (B) materialmen's, warehousemen's, mechanic's, lender’s, lessor’s, or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (C) statutory Encumbrances incurred in the ordinary course of business in connection with worker's issuing compensation, unemployment insurance or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereofother forms of governmental insurance or benefits (collectively “Permitted Encumbrances”); (bii) The completenessA duly executed assignment and assumption agreement, truth the form of which is attached hereto as Exhibit 2.2(f)(ii) (the “Assignment and accuracy in Assumption Agreement”), which includes a complete list of all material respects Assigned Leases, Assigned Contracts and Governmental Permits; (iii) Duly executed trademark, copyright and other intellectual property assignment documents, as reasonably requested by Buyer to fully effectuate the best of Xxxxx Xxxxxx'x knowledge use by or transfer to Buyer of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part intellectual property; (iv) Actual or constructive physical possession of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, Purchased Assets and the performance by Records; (v) An executed certificate of amendment to Seller, to ’s Certificate of Formation effecting a change in Seller’s name (the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months“Amendment”); and (cvi) That A certificate of the managers of Seller certifying, as complete and accurate as of the date Closing (A) copies of closing: (i) neither the governing documents of Seller, as landlord under (B) all requisite resolutions or actions of Seller's managers and members approving the Space Leasesexecution and delivery of this Agreement and the consummation of the contemplated transactions, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (iiC) the incumbency and eighty-five percent (85%) signatures of the Property gross leasable area being leased managers of Seller executing this Agreement and any other document relating to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]contemplated transactions.

Conditions Precedent to Buyer’s Obligation. In addition The obligation of the Buyer to consummate the transactions contemplated by this Agreement is subject to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder satisfaction as of the Purchase Price Closing of each of the following conditions: (a) Subject to the Title Company provisions of Article VIII, below, the respective warranties and representations of the Seller and the Parent made in this Agreement shall be true and correct in all respects as of the date hereof and on and as of the Closing Date as though made on and as of the Closing Date; the Seller and the Parent shall have performed in all respects the respective covenants of the Seller and the Parent contained in this Agreement required to be performed on or prior to the Closing Date; and the Seller and the Parent shall have delivered to the Buyer a certificate dated the Closing Date and effectuate signed by a duly authorized representative of the transaction Seller and a duly authorized representative of the Parent confirming the foregoing (the “Seller’s Bring-Down Certificate”). (b) The Consents and Governmental Approvals listed on Schedule 4.2(b) attached hereto, each in a form reasonably satisfactory to the Buyer, shall have been received by the Buyer on or before the Closing. The Buyer, the Seller and the Parent agree to cooperate with each other in connection with obtaining such Consents and Governmental Approvals. (c) No Proceeding shall have been instituted or threatened which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, any of the transactions contemplated hereunder is subject by this Agreement or which otherwise seeks to affect or could affect any of the transactions contemplated hereby or impose Losses upon any party hereto if any such transactions are consummated. (d) An employment agreement between the Buyer and contingent upon each of Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx and Xxxxxx Xxxxx, each in a form reasonably satisfactory to the Buyer (the “Employment Agreements”), duly executed by Xxxxxx Xxxxx, Xxxxxxxxx Xxxxx and Xxxxxx Xxxxx, shall have been received by the Buyer on or before the Closing. (e) The Seller or the Parent, as the case may be, shall have delivered to the Buyer each of the following: (ai) The Title Company's issuing or committing to issue A xxxx of sale, certificate of title and such other instruments of conveyance requested by the Title Policy insuring that fee simple title Buyer, each in a form reasonably satisfactory to the Property is vested in Buyer as required in Article 6 hereofBuyer, duly executed by the Seller; (bii) The completenessPossession and control of the Subject Assets, truth free and accuracy clear of all Encumbrances other than the Permitted Encumbrances; (iii) An assignment of the lease between Xxxxxx X. Xxxxx and the Seller for the North Haven, Connecticut real property and improvements located thereon occupied and used by the Seller, in all material respects form and substance acceptable to the best of Xxxxx Xxxxxx'x knowledge Buyer, duly executed by the Seller; (iv) An assignment and assumption agreement, in form and substance acceptable to the Buyer (the “Assignment and Assumption Agreement”), duly executed by the Seller; (v) A certificate from the corporate Secretary or other duly authorized officer of the Rent RollSeller, and any certificationsin a form reasonably satisfactory to the Buyer, schedules, covenants and statements prepared and executed by Seller as part setting forth resolutions of the Pre-Closing Deliveries, Parent and the completeness in all material respects and to the best Board of Seller's knowledge Directors of the Space Leases delivered Seller, authorizing the execution, delivery and performance by the Seller as part of this Agreement and the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereofAncillary Documents, and the performance taking by the Seller of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby and thereby; (vi) A copy of the Seller’s Articles of Incorporation, as amended, certified by the Connecticut Secretary of State no earlier than ten (10) business days prior to the extent possible Closing Date; (vii) A good standing certificate for the Seller issued by the date Connecticut Secretary of ClosingState no earlier than ten (10) business days prior to the Closing Date; (viii) With regard to the Leased Real Property, the appropriate property transfer form (i.e., Form I, II, III or IV) and requisite accompanying documentation as specified in Connecticut General Statutes Section 22a-134a (the “Property Transfer Act”) which has been signed by the Seller and which identifies the Seller as the “certifying party” within the meaning of the covenants contained in Section 10 hereof. It Property Transfer Act shall be a condition provided to Buyer's obligation the Buyer and shall also have been submitted to close the Connecticut Department of Environmental Protection; (ix) A patent assignment, in form and substance acceptable to the Buyer (the “Patent Assignment”), duly executed by the Seller; (x) A trademark assignment, in form and substance acceptable to the Buyer (the “Trademark Assignment”), duly executed by the Seller; (xi) An agreement on the terms set forth on Schedule 4.2(xi) and otherwise reasonably acceptable to the Parent and the Buyer (the “Services Agreement”), duly executed by the Parent pursuant to which the Buyer may purchase from the Parent machining and assembly services for up to six months after the Closing with respect to the Property that, at “Puljak” product currently produced and sold by the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (cxii) That Appropriate executed originals of an amendment to the Seller’s Articles of Incorporation changing the Seller’s legal name from “Custom Products Corporation” to a name which is substantially different therefrom and not deceptively similar thereto; provided, that such executed documents shall be in such number and in such form as is required for effective filing with the Connecticut Secretary of State; provided, further, that the Seller shall also pay any filing or recording fees necessary for the effective filing of such documents with the Connecticut Secretary of State. If any of the date of closing: foregoing conditions to the Closing shall not have been satisfied on or prior to the Closing, the Buyer may elect to (i) neither Sellerterminate this Agreement pursuant to Paragraph 11.1(a), as landlord under the Space Leasesbelow, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and or (ii) waive any such unsatisfied condition and eighty-five percent (85%) of consummate the Property gross leasable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]transactions contemplated by this Agreement despite such failure.

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A11-3(A) (c), (d) & (e), Buyer's ’s obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following:; (a) The Title Company's ’s issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x Xxxx Xxxxxxxxxx’x or Xxxxxx Xxxxxxxx’x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's ’s knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's ’s knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's ’s obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's ’s knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's ’s representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eightyeight-five percent (85%) of the Property gross leasable leaseable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE].

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & &. (e), Buyer's ’s obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following: (a) The Title Company's ’s issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best best, of Xxxxx Xxxxxx'x Xxxx Xxxxxxxxxx or Xxxx Xxxxx’x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's ’s knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's ’s knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's ’s obligation to close with respect to in the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's ’s knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's ’s representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eightyspace currently occupied by Petco and Marshalls and ninety-five percent (8595%) of the remainder of Property gross leasable area being leased to tenants with tenants, excluding the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]Marshalls and Petco spaces.

Conditions Precedent to Buyer’s Obligation. In addition The obligation of Buyer to consummate the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction transactions contemplated hereunder herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) of the following conditions as of the Closing: a. The representations and contingent warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing; b. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a “Proceeding”) by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, “Governmental Authority”) or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby; c. Seller shall have approved this Agreement and the transactions contemplated hereby; d. Seller shall have performed in all material respects its obligations described in Section 5.1; e. Seller shall enter into a sales lead referral agreement with the Buyer upon terms to be mutually agreed for introductions to prospective new wireless ISP customers on a post-closing basis. f. Buyer shall have received from Seller all of the following: (ai) The Title CompanyA duly executed xxxx of sale, the form of which is attached hereto as Exhibit 2.2(e)(i) (the “Xxxx of Sale”), which includes a complete list of the Assigned Tangible Assets, conveying to Buyer the Assigned Tangible Assets free and clear of all pledges, security interests, or other similar liens granted by Seller and free and clear of all other adverse claims of any kind whatsoever known by Seller (collectively, “Encumbrances”), except (A) Encumbrances for taxes, the payment of which are not delinquent, (B) materialmen's, warehousemen's, mechanic's, lender’s, lessor’s, or other Encumbrances arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such assets or properties or materially impair the operation of the Business, and (C) statutory Encumbrances incurred in the ordinary course of business in connection with worker's issuing compensation, unemployment insurance or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereofother forms of governmental insurance or benefits (collectively “Permitted Encumbrances”); (bii) The completenessA duly executed assignment and assumption agreement, truth the form of which is attached hereto as Exhibit 2.2(f)(ii) (the “Assignment and accuracy in Assumption Agreement”), which includes a complete list of all material respects Assigned Leases, Assigned Contracts and Governmental Permits; (iii) Duly executed trademark, copyright and other intellectual property assignment documents, as reasonably requested by Buyer to fully effectuate the best of Xxxxx Xxxxxx'x knowledge use by or transfer to Buyer of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part intellectual property; (iv) Actual or constructive physical possession of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, Purchased Assets and the performance by Records; (v) An executed certificate of amendment to Seller, to ’s Certificate of Formation effecting a change in Seller’s name (the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months“Amendment”); and (cvi) That A certificate of the managers of Seller certifying, as complete and accurate as of the date Closing (A) copies of closing: (i) neither the governing documents of Seller, as landlord under (B) all requisite resolutions or actions of Seller's managers and members approving the Space Leasesexecution and delivery of this Agreement and the consummation of the contemplated transactions, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (iiC) the incumbency and eighty-five percent (85%) signatures of the Property gross leasable area being leased managers of Seller executing this Agreement and any other document relating to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]contemplated transactions.

Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following: (a) The Title Company's issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof; (b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x XXXXXXX IX'S OR XXXXXXX XXXXXXXX'X knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and (c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) of the Property gross leasable leaseable area being leased to tenants with the Tenant Conditions satisfiedtenants. [SEE SIGNATURE BLOCKS ON NEXT PAGE]