Common use of CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE Clause in Contracts

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer under this Agreement are subject to the satisfaction, prior to Closing (unless otherwise provided), of all of the conditions set forth below: (i) On or before the Closing Date, Buyer shall have received approval by Buyer’s Board of Directors to purchase the Property. (ii) Seller shall have completed, at its sole cost and expense, the Land Division of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretion. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) All representations and warranties of Seller in this Agreement, as modified by any Pre-Closing Disclosures (defined in Section 11), shall be true and correct in all material aspects at Closing as though made at that time. (v) Seller shall have performed all of its material obligations to be performed on or prior to the Closing Date, including (without limitation) delivery of the documents described under Section 8(b). (vi) Any and all liens and security interests created by, through or under Seller, and affecting all or any part of the Property, including any Monetary Liens, have been paid andfully released on or before the Closing Date. (vii) The Title Company shall be irrevocably committed to issuing to Buyer a standard owner’s policy of title insurance with loss coverage in the amount equal to the Purchase Price, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions may have been modified andreflected as numbered exceptions in the Title Report and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”). (viii) There shall not have occurred at any time on or before the Closing Date the making by Seller of any general assignment for the benefit of creditors, or the filing against Seller of a petition to have Seller adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, or the appointment of a trustee or receiver to take possession of substantially all of the interest of Seller in the Property, or the attachment, execution or judicial seizure of substantially all the assets of Seller or the interests of Seller in the Property or any legal proceeding in which Seller is adjudicated as being, or stipulates to being, insolvent or unable to pay its debts as they come due. All of the conditions set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole option, waive any of the Buyer’s Conditions Precedent by giving written notice to Seller at any time on or before the Closing Date or earlier date specified for such condition precedent.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Shares under this Agreement are subject to the satisfaction, prior to Closing (unless otherwise provided)at or before Closing, of all of the conditions set forth below: (i) On below in this Paragraph 8. Buyer may specifically waive in writing any or before the Closing Dateall of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition will constitute a waiver by Buyer shall have received approval by Buyer’s Board of Directors to purchase the Propertyany of its other rights or remedies, at law or in equity, if Shareholders or Corporation are in default of any of their representations, warranties, or covenants under this Agreement. (iia) Seller shall have completedExcept as otherwise permitted by this Agreement, at its sole cost all warranties by the Corporation and expense, the Land Division each of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretion. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) All representations and warranties of Seller Shareholders in this Agreement, as modified or in any written document that will be delivered to Buyer by any Pre-Closing Disclosures (defined in Section 11)of them under this Agreement, shall must be true when made and correct in all material aspects at respects on the Closing Date as though made at that time. (vb) Seller shall Shareholders must have performed performed, satisfied and complied in all of its material obligations respects with all covenants, agreements, and conditions required by this Agreement to be performed on or prior complied with by them, or any of them, by the Closing Date. (c) During the period from December 31, 2001, to the Closing Date, including (without limitation) delivery there shall not have been any material adverse change in the financial condition or the results of operations of Corporation, and Corporation will not have sustained any insured or uninsured loss or damage to its assets that materially affects its ability to conduct a material part of its business. During the documents described under Section 8(b)period from the date of this Agreement to the Closing Date, there shall have been no material change to the disclosure schedules with respect to the representations and warranties set forth in Paragraph 3 of this Agreement. (vid) Any Buyer will have received a certificate, dated the Closing Date, signed and all liens verified by Shareholders and security interests created byby Corporation's president and its chief financial officer, through certifying, in such detail as Buyer and its counsel may reasonably request, that to the best of their knowledge the conditions specified in Paragraphs 3, 5 and 8 of this Agreement have been fulfilled. (e) No action, suit, or under Seller, and affecting all proceeding before any court or any part of governmental body or authority, pertaining to the Propertytransaction contemplated by this Agreement or to its consummation, including any Monetary Liens, will have been paid andfully released instituted or threatened on or before the Closing Date. (viif) Buyer will have received from Corporation's chief financial officer a letter, which shall be joined in and signed by Shareholders, dated at the Closing Date, stating that on the basis of a review of the latest available accounting records of Corporation, consultations with other responsible officers of Corporation and with Shareholders, and any other pertinent inquiries that he may deem necessary, he has no knowledge or reason to suspect that during the period from December 31, 2001, to a specified date not more than five (5) business days before the Closing Date, there was any change in the financial conditions or results of operations of Corporation, except changes incurred in the ordinary and usual course of its businesses during that period that in the aggregate are not materially adverse, and any other changes or transactions contemplated by this Agreement. For purposes of that letter, "materially adverse" will be deemed to be an increase in liabilities equal to or greater than twenty five thousand dollars ($25,000) without a corresponding increase in assets, or a reduction in monthly operating revenue during that period of twenty five thousand dollars ($25,000) or more. (g) The Title Company execution and delivery of this Agreement by Corporation, and the performance of its covenants and obligations under it, will have been duly authorized by all necessary corporate action, and Buyer will have received copies of all resolutions pertaining to that authorization, certified by the secretary of the Corporation. (h) Buyer will have been furnished by Shareholders and the Corporation all required permits, consents and approval from all federal and state governmental agencies and boards, and any applicable waiting periods shall have expired. (i) All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, will have been obtained by Shareholders or Corporation and delivered to Buyer. (j) Consulting Agreements with Xxxxxxx Xxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxx, in the forms set forth in Exhibit A, dated the Closing Date (the "Consulting Agreements"), will have been executed and delivered to Buyer. (k) The form and substance of all certificates, instruments, and other documents delivered by Shareholders under this Agreement will be irrevocably committed to issuing satisfactory in all reasonable respects to Buyer a standard owner’s policy of title insurance with loss coverage and its counsel. (l) Shareholders will have delivered to Buyer, except as is otherwise provided in the amount equal to Consulting Agreements, the Purchase Pricewritten resignations of all of the officers and directors of Corporation, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered as requested by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions will cause any other action to be taken with respect to these resignations that Buyer may have been modified andreflected as numbered exceptions in the Title Report and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”)reasonably request. (viiim) There shall not Buyer will have occurred at any time on or before received from Shareholders an investment letter agreement substantially in the form set forth in Exhibit B-1. (n) Buyer will have received from Holland & Knight LLP, counsel for the Corporation, an opinion dated the Closing Date in form and substance satisfactory to Buyer and its counsel, substantially to the making effect that: (i) Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Georgia. (ii) The authorized capital stock of Corporation consists of 10,000,000 shares of capital stock of no par value, of which 1,455,000 shares are issued and outstanding. All outstanding shares are validly issued, fully paid, and non-assessable. (iii) This Agreement has been duly and validly authorized by Seller the Corporation and, when executed and delivered, will be valid, binding, and enforceable against it in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the rights of creditors generally. (iv) That Shareholders are the record owners of 1,455,000 shares of stock of the Corporation. To the best of counsel's knowledge, on the transfer and delivery of the Shares to Buyer in accordance with this Agreement, Buyer will acquire the Shares free of any general assignment adverse claim, so long as Buyer is a purchaser for value in good faith and without notice of any adverse claim. (v) Neither execution or delivery of this Agreement nor the benefit consummation of creditorsthe transaction contemplated in this Agreement will constitute a default or an event that would, with notice, lapse of time, or the filing against Seller of both, constitute a petition to have Seller adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcydefault under, or violation or breach of, Corporation's articles of incorporation or bylaws. (vi) To the appointment best of a trustee or receiver counsel's knowledge, except as set forth in Schedules 3.7 and 3.12 to take possession of substantially all of the interest of Seller in the Propertythis Agreement, there is no suit, action, arbitration, or the attachmentlegal, execution administrative or judicial seizure of substantially all the assets of Seller other proceeding or the interests of Seller in the Property governmental investigation pending or threatened against or affecting Corporation, or any legal proceeding in which Seller is adjudicated as being, of its businesses or stipulates to being, insolvent or unable to pay its debts as they come due. All of the conditions set forth above in this Section 7(aproperties. (o) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within reasonably satisfied with the sole and absolute discretion results of Buyer. Buyer may, a third-party audit of the "XxxxXxxxxx.xxx" technology performed at Buyer’s 's sole optionexpense. (p) The Technology and Intellectual Property Sale and Assignment Agreement, waive substantially in the form attached hereto as Exhibit C, shall have been executed between Sand Hill LLC and Corporation, and any releases from third parties necessary to transfer the assets described therein free from any security interest shall have been obtained. (q) Buyer shall be reasonably satisfied with the responses to any material issues regarding the Corporation and the "XxxxXxxxxx.xxx" assets that Buyer raises within two weeks after receipt of all requested due diligence materials from the Corporation as a whole and from Sand Hill LLC regarding foreclosure on the "XxxxXxxxxx.xxx" assets. (r) The Standstill and Stock Restriction Agreement, substantially in the form attached hereto as Exhibit D, shall have been executed by Shareholders and delivered to Buyer’s Conditions Precedent . (s) The Registration Rights Agreement, substantially in the form attached hereto as Exhibit E, shall have been executed by giving written notice Shareholders and delivered to Seller at any time on or before the Closing Date or earlier date specified Buyer. (t) Corporation shall have obtained a general release of claims from Mr. Xxxxx Xxxxxx in form and substance reasonably satisfactory to counsel for such condition precedentBuyer.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Subject Assets and assume the Assumed Liabilities under this Agreement are subject to the satisfaction, prior to Closing (unless otherwise provided)at or before the Closing, of all the following conditions, any or all of the conditions set forth below: (i) On which may be waived by Buyer in whole or before the Closing Date, Buyer shall have received approval by Buyer’s Board of Directors to purchase the Propertyin part without prior notice. (ii) Seller shall have completed, at its sole cost and expense, the Land Division of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretion. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iva) All representations and warranties of Seller hereunder and in all certificates delivered by Seller to Buyer pursuant to this AgreementAgreement shall be, as modified by any Pre-Closing Disclosures (defined in Section 11), shall be true and correct in all material aspects at respects, true and accurate on and as of the Closing Date as though made at that time, except (i) to the extent that such representations and warranties are made as of a specified date and (ii) for changes resulting from any action taken by Seller pursuant to and in compliance with this Agreement. (vb) Seller shall have performed performed, satisfied and complied with all of its material obligations covenants, agreements and conditions required by this Agreement to be performed on performed, satisfied or prior to the Closing Date, including (without limitation) delivery of the documents described under Section 8(b). (vi) Any and all liens and security interests created by, through or under Seller, and affecting all or any part of the Property, including any Monetary Liens, have been paid andfully released complied with by Seller on or before the Closing Date. (viic) The Title Company shall be irrevocably committed to issuing to Buyer a standard owner’s policy execution and delivery of title insurance with loss coverage in the amount equal to the Purchase Pricethis Agreement by Seller, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions may performance of Seller's covenants and obligations under this Agreement, shall have been modified andreflected as numbered exceptions in the Title Report duly authorized by all necessary and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”)required corporate action. (viiid) There shall not have occurred at any time on No litigation or before the Closing Date the making by proceeding will be threatened or pending against Seller of any general assignment or Buyer (i) for the benefit purpose or with the probable effect of creditors, enjoining or preventing the filing against Seller consummation of a petition to have Seller adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, or the appointment of a trustee or receiver to take possession of substantially all of the interest of Seller in the Property, or the attachment, execution or judicial seizure of substantially all the assets of Seller or the interests of Seller in the Property or any legal proceeding in which Seller is adjudicated as being, or stipulates to being, insolvent or unable to pay its debts as they come due. All of the conditions set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole option, waive any of the Buyer’s Conditions Precedent transactions contemplated by giving written notice to this Agreement or (ii) which would have a material adverse effect on the Subject Assets or the Subject Business as conducted by Seller at any time on or before as of the Closing Date or earlier date specified for as planned to be conducted by Buyer after the Closing. (e) Each of the Shareholders of Seller will have consented in writing to the transaction contemplated herein and the holders of all of Seller's outstanding shares of Common Stock will have waived any dissenters' rights such condition precedentShareholder may have under Chapter 13 of the California Code.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of ----------------------------------------------- Buyer to purchase the Assets under this Agreement are is subject to the satisfaction, prior to Closing (unless otherwise provided)at or before the Closing, of all of the conditions set forth out below: (i) On , in Buyer's sole discretion. Buyer may waive any or before the Closing Dateall of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer shall have received approval by Buyer’s Board of Directors to purchase the Property. (ii) Seller shall have completedany other condition or of any of its other rights or remedies, at its sole cost and expenselaw or in equity, the Land Division of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and if Seller shall be in the form default of an easement agreement approved by Buyer in any of its sole and absolute discretionrepresentations, warranties, or covenants under this Agreement. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) 6.1 All representations and warranties of by Seller in this Agreement, as modified Agreement or in any Exhibit or any written statement that shall be delivered to Buyer by any Pre-Closing Disclosures (defined Seller in Section 11), connection with this Agreement shall be true and correct in all material aspects at respects on and as of the Closing Date as though made at that time. (v) 6.2 Seller shall have performed substantially performed, satisfied, and complied with all of its material obligations covenants, agreements, and conditions required by this Agreement to be performed on or prior to the Closing Date, including (without limitation) delivery of the documents described under Section 8(b). (vi) Any and all liens and security interests created by, through or under Seller, and affecting all or any part of the Property, including any Monetary Liens, have been paid andfully released complied with by Seller on or before the Closing Date. (vii) The Title Company shall be irrevocably committed to issuing to Buyer a standard owner’s policy 6.3 During the period from the date of title insurance with loss coverage in the amount equal this Agreement to the Purchase PriceClosing Date, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions may have been modified andreflected as numbered exceptions in the Title Report and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”). (viii) There there shall not have occurred at been any time material adverse change in the Business, and there shall not have been any material loss or damage to the Assets, whether or not insured, that materially affects the conduct of the Business. 6.4 No action, suit, or proceeding before any court or any governmental body or authority which, in the opinion of Buyer's counsel pertains to the transaction contemplated by the Agreement or to its consummation, shall have been instituted or threatened on or before the Closing Date Date. 6.5 All necessary agreements and consents of any parties to the making consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer, subject to the approval of Buyer. 6.6 The form and substance of all Exhibits to be provided hereunder, certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be reasonably satisfactory in all respects to Buyer and its counsel. 6.7 Buyer shall have received a bxxx of sale, assignment, and other documents of transfer satisfactory to Buyer and its counsel transferring title and ownership of the Assets to Buyer. 6.8 Buyer shall be satisfied, in its sole discretion, with its due diligence examination of the Business and the Assets and that the representations and warranties of Seller are materially accurate. 6.9 The Assets and Business shall not have been adversely affected in any material way, whether by fire, casualty, act of God, governmental action, or otherwise, nor shall there have been any other changes that would have a material adverse effect on the value or transferability of the Assets or Business, it being the understanding of the parties that all risk of loss for damage, destruction, or loss to the Assets and Business shall be and remain with Seller until the Closing Date and the completion of the transfer of the Assets to Buyer. 6.10 Buyer shall be satisfied, in its sole discretion, with the results of the independent audit of the Assets and Business conducted by Buyer's auditors. 6.11 Buyer shall -enter into an employment agreement with Dxxxxx Xxxxxxx Xxxxxxxx as Director of the Caribbean Division of Invicta Travel Group operating under the name of Caribbean Travel Specialists, and pay her an initial annual salary of $38,400/year for the initial period of two (2) years. After three months, the parties agree to negotiate salary. Benefits will include full medical, dental, and vision for Mx. Xxxxxxxx, and her minor son, four (4) weeks annual vacation, paid holidays, sick leave for the management and operation of the Business as further developed by Buyer. At present, Buyer agrees to retain Lxxx Xxxxxx at the current salary of $2,000/month and $500/month expense reimbursement for use of her home as an office and Protour Administration, and Sxxxx Xxxxx at $12/hour based upon a 40 hour workweek, no employment contracts will be issued for Mx. Xxxxxx or Mx. Xxxxx. 6.12 Buyer shall have received from counsel for Seller an opinion dated the Closing Date, in form and substance satisfactory to Buyer and its counsel, that: (a) Seller has all necessary authority to own the Assets as now owned and to operate the Business as now operated; (b) To the best of counsel's knowledge, Seller's Sole Stockholders and spouses with community property interest are the owners of the Assets, free and clear of any general assignment for and all claims, liens, and encumbrances (except as set forth on Exhibit 1.3 hereto), and Seller have full power to transfer ------------ the benefit Assets to Buyer without obtaining the consent or approval of creditorsany other person, entity, or the filing against Seller of a petition to have Seller adjudged a bankrupt governmental authority; (c) Sellerdoes not own, directly or a petition for reorganization indirectly, any interest or arrangement under investment (whether equity or debt) in any law relating to bankruptcycorporation, partnership, business, trust, or other entity relevant to this transaction, except Seller's sole stockholders own an interest in Rxxxxx Village, Negril, and Luxor Corporation; (d) this Agreement, upon execution by Seller, will be validly executed and valid and binding on Seller and enforceable in accordance with its terms, except as limited by bankruptcy and insolvency laws and by other laws affecting the appointment rights of a trustee creditors generally; (e) counsel does not know of any suit, action, arbitration, or receiver to take possession of substantially all legal, administrative, or other proceeding, or governmental investigation pending or threatened against or affecting Seller or any of the interest of Seller in Assets, the PropertyBusiness, or its properties or financial or other condition; (f) neither the attachmentexecution nor delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement will constitute, execution to the best of counsel's knowledge based upon reasonable investigation: (i) a default or judicial seizure an event that would, with notice or lapse of substantially all the assets of time or both, constitute a default under, or violation or breach of, any indenture, license, lease, franchise, mortgage, instrument, or other agreement to which Seller is a party or by which Seller or the interests Assets may be bound, or (ii) an event that would permit any party to any agreement or instrument that has been submitted to counsel for review to terminate it or to accelerate the maturity of Seller any indebtedness or other obligation of Seller, or (iii) an event that would result in the Property creation or imposition of any legal proceeding in which Seller is adjudicated as beinglien, charge, or stipulates encumbrance on any Asset; (h) there is no "bulk sales" requirement to being, insolvent be complied with under applicable law or unable fraudulent transfer issue pursuant to pay its debts as they come due. All applicable law with respect to the transfer and sale of the conditions set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit Assets of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole option, waive any of the Buyer’s Conditions Precedent by giving written notice to Seller at any time on or before the Closing Date or earlier date specified for such condition precedent.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer under is obligated to consummate the transactions described in this Agreement are subject on the Closing Date and to perform its other covenants and agreements according to the satisfactionterms and conditions of this Agreement if, prior to Closing (unless otherwise provided), of all of the conditions set forth below: (i) On on or before the Closing Date, Buyer each of the conditions set forth in this Section 10.2 is satisfied: (a) Representations and Warranties of Seller. (i) Seller’s representations and warranties in this Agreement that are qualified as to materiality or Material Adverse Change are true and correct in all respects (without giving effect to any qualification as to “materiality” or “Material Adverse Change” set forth therein) when made and on the Closing Date as though made as of such date, except to the extent that the failure of such representations to be true and correct would not, in the aggregate, reasonably be expected to result in a Material Adverse Change; provided that, any representations and warranties that are made as of a specified date shall continue on the Closing Date to be true and complete in all respects as of the specified date, except to the extent that the failure of such representations and warranties to be true and correct as of such dates together with the failure of any other representations to be true when made or as of the Closing Date has not had and would not, in the aggregate, reasonably be expected to have received approval by Buyer’s Board of Directors to purchase the Propertya Material Adverse Change. (ii) Seller Seller’s representations and warranties in Sections 5.1, 5.2, 5.3 and 5.4 are true and correct in all respects when made and on the Closing Date as though made on the Closing Date; provided that, any representations and warranties that are made as of a specified date shall have completed, at its sole cost continue on the Closing Date to be true and expense, the Land Division complete in all respects as of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretionspecified date. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roofSeller’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) All representations and warranties of Seller in this AgreementAgreement that are not qualified as to materiality or Material Adverse Change, as modified by any Pre-Closing Disclosures (defined other than such representations and warranties that are set forth in Section 1110.2(a)(ii), shall be are true and correct in all material aspects at respects when made and on the Closing Date as though made at that time. (v) Seller shall have performed all as of its material obligations to be performed on or prior to the Closing Date, including (without limitation) delivery of the documents described under Section 8(b). (vi) Any and all liens and security interests created by, through or under Seller, and affecting all or any part of the Property, including any Monetary Liens, have been paid andfully released on or before the Closing Date. (vii) The Title Company shall be irrevocably committed to issuing to Buyer a standard owner’s policy of title insurance with loss coverage in the amount equal to the Purchase Price, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions may have been modified andreflected as numbered exceptions in the Title Report and only Date except to the extent that extended coverage is the failure of such representations and warranties to be true and correct as of such dates has not requested by Buyer) (and would not, in the “Title Policy”). (viii) There aggregate, reasonably be expected to, result in a Material Adverse Change; provided that, any representations and warranties that are made as of a specified date shall not have occurred at any time continue on or before the Closing Date the making by Seller of any general assignment for the benefit of creditors, or the filing against Seller of a petition to have Seller adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, or the appointment of a trustee or receiver to take possession of substantially be true and complete in all material respects as of the interest of Seller in the Property, or the attachment, execution or judicial seizure of substantially all the assets of Seller or the interests of Seller in the Property or any legal proceeding in which Seller is adjudicated as being, or stipulates to being, insolvent or unable to pay its debts as they come due. All of the conditions set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole option, waive any of the Buyer’s Conditions Precedent by giving written notice to Seller at any time on or before the Closing Date or earlier date specified for such condition precedentdate.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Shares under this Agreement are subject to the satisfaction, prior to Closing (unless otherwise provided)at or before Closing, of all of the conditions set forth below: (i) On below in this Paragraph 9. Buyer may specifically waive in writing any or before the Closing Dateall of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition will constitute a waiver by Buyer shall have received approval by Buyer’s Board of Directors to purchase the Propertyany of its other rights or remedies, at law or in equity, if Shareholders or Corporation are in default of any of their representations, warranties, or covenants under this Agreement. (iia) Seller shall have completedExcept as otherwise permitted by this Agreement, at its sole cost and expense, the Land Division all warranties by each of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretion. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) All representations and warranties of Seller Shareholders in this Agreement, as modified or in any written statement that will be delivered to Buyer by any Pre-Closing Disclosures (defined in Section 11)of them under this Agreement, shall must be true and correct in all material aspects at respects on the Closing Date as though made at that time. (vb) Seller shall Shareholders must have performed performed, satisfied and complied in all of its material obligations respects with all covenants, agreements, and conditions required by this Agreement to be performed on or prior complied with by them, or any of them, by the Closing Date. (c) During the period from December 31, 1997 to the Closing Date, including there shall not have been any material adverse change in the financial condition or the results of operations of Corporation, and Corporation will not have sustained any insured or uninsured loss or damage to its assets that materially adversely affects its ability to conduct a material part of its business, except as is set forth in Schedules 3.5 through Schedules 3.13 attached hereto. 221 (without limitationd) Buyer will have received a certificate, dated the Closing Date, signed and verified by Shareholders and by Corporation's president and its chief financial officer, certifying, in such detail as Buyer and its counsel may reasonably request, that to the best of their knowledge the conditions specified in Paragraphs 3, 5 and 9 of this Agreement have been fulfilled. (e) Buyer will have received from Stxxxx & Wexxxxxx, PC, counsel for Shareholders, an opinion dated the Closing Date in form and substance satisfactory to Buyer and its counsel, that: (i) Corporation is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of New Jersey, and has all necessary corporate power to own its properties as now owned and operate its business as now operated. (ii) The authorized capital stock of Corporation consists of 2,500 shares of capital stock of no par value, of which 2,000 shares are issued and outstanding. All outstanding shares are validly issued, fully paid, and non-assessable. That there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Corporation to issue or transfer from treasury any additional shares of its stock of any class. (iii) This Agreement has been duly and validly authorized and, when executed and delivered by Shareholders, will be valid, binding, and enforceable against each of them in accordance with its terms, except as limited by bankruptcy and insolvency laws and other laws and equitable principles affecting the rights of creditors generally. (iv) That Shareholders are the record owners of 2,000 shares of stock of the Corporation. On the transfer and delivery of the documents described under Section 8(b)Shares to Buyer in accordance with this Agreement, Buyer will acquire the rights and the Shares free of any adverse claim, so long as Buyer is a purchaser for value in good faith and without notice of any adverse claim. (v) Neither execution or delivery of this Agreement nor the consummation of the transaction contemplated in this Agreement will constitute (a) a default or an event that would, with notice, lapse of time, or both-constitute a default under, or violation or breach of, Corporation's articles of incorporation or bylaws, or to the best of counsel's knowledge, any indenture, license, lease, franchise, mortgage, instrument, or other agreement to which any of the Shareholders or Corporation is a party or by which they or the properties of Corporation may be bound; or (b) an event that would permit any party to any agreement or instrument to terminate it or accelerate the maturity of any indebtedness or other obligation of Corporation; or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of Corporation. (vi) Any Except as set forth in Schedules 3.6 and all liens and security interests created by3.12 to this Agreement, through to the best of counsel's knowledge, there is no suit, action, arbitration, or under Sellerlegal, and administrative or other proceeding or governmental investigation pending or threatened against or affecting all Corporation, or any part of its businesses or properties or financial or other condition. (f) No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the Propertytransaction contemplated by this Agreement or to its consummation, including any Monetary Liens, will have been paid andfully released instituted or threatened on or before the Closing Date. (viig) Buyer will have received from Corporation's chief financial officer a letter, which shall be joined in and signed by Shareholders, dated at the Closing Date, stating that on the basis of a review of the latest available accounting records of Corporation, consultations with other responsible officers of Corporation and with Shareholders, and any other pertinent inquiries that he may deem necessary, he has no knowledge or reason to suspect that during the 222 period from December 31, 1997 to a specified date not more than five (5) business days before the Closing Date, there was any change in the financial conditions or results of operations of Corporation, except changes incurred in the ordinary and usual course of its businesses during that period that in the aggregate are not materially adverse, and any other changes or transactions contemplated by this Agreement. For purposes of that letter, "materially adverse" will be deemed to be an increase in liabilities equal to or greater than fifty thousand dollars ($50,000) without a corresponding increase in assets, or a reduction in monthly operating revenue during that period of fifty thousand dollars ($50,000) or more. (h) The Title Company shall be irrevocably committed execution and delivery of this Agreement by Corporation, and the performance of its covenants and obligations under it, will have been duly authorized by all necessary corporate action, and Buyer will have received copies of all resolutions pertaining to issuing that authorization, certified by the secretary of the Corporation. (i) All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, will have been obtained by Shareholders or Corporation and delivered to Buyer. (j) The employment agreements with each of the Shareholders, in the forms set forth in Exhibit B, dated the Closing Date, will have been executed and delivered by Shareholders to Buyer. (k) The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer a standard owner’s policy of title insurance with loss coverage by Shareholders under this Agreement will be satisfactory in all reasonable respects to Buyer and its counsel. (l) Shareholders will have delivered to Buyer, except as is otherwise provided in the amount equal to Shareholders Employment Agreements attached hereto as Exhibit B, the Purchase Pricewritten resignations of all of the officers and directors of Corporation, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered as requested by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions will cause any other action to be taken with respect to these resignations that Buyer may have been modified andreflected as numbered exceptions in the Title Report and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”)reasonably request. (viiim) There shall not Buyer will have occurred at any time on or before the Closing Date the making by Seller of any general assignment for the benefit of creditors, or the filing against Seller of a petition to have Seller adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, or the appointment of a trustee or receiver to take possession of received from Shareholders an investment letter agreement substantially all of the interest of Seller in the Property, or the attachment, execution or judicial seizure of substantially all the assets of Seller or the interests of Seller in the Property or any legal proceeding in which Seller is adjudicated as being, or stipulates to being, insolvent or unable to pay its debts as they come due. All of the conditions form set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer shall be within the sole and absolute discretion of Buyer. Buyer may, at Buyer’s sole option, waive any of the Buyer’s Conditions Precedent by giving written notice to Seller at any time on or before the Closing Date or earlier date specified for such condition precedent.Exhibit C.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of Buyer ------------------------------------------- to purchase the Interests under this Agreement are is subject to the satisfaction, prior to Closing (unless otherwise provided), of all of the conditions set forth below: (i) On at or before the Closing Date, of all the conditions set out below in this Section 8. Buyer shall have received approval by Buyer’s Board may waive any or all of Directors to purchase the Propertythese conditions in whole or in part without prior notice. (ii) Seller shall have completeda. Except as otherwise permitted by this Agreement, at its sole cost and expense, the Land Division of the Parent Parcel such that the Land shall consist of a discrete, lawfully created parcel as described in Exhibit B approved by all applicable city and county authorities and in compliance with all applicable land use and subdivision laws, including (without limitation) ORS 92.010 et seq. Land Division approval shall be substantially in the form attached hereto as Exhibit I. In the event that an easement for access, utilities, or otherwise that affects the Real Property and is required as a condition of approval or is necessary as a result of the Land Division, any such easement shall be approved by Buyer prior to execution and recording of the same and shall be in the form of an easement agreement approved by Buyer in its sole and absolute discretion. (iii) At least five (5) business days prior to Closing, Seller shall have completed, at its sole cost and expense, and Buyer shall have inspected and approved, installation of a new roof on Building F4 in accordance with the standards set forth below. The new roof will be thermoplastic polyolefin. It will also include new flashing at the roof’s edge and or parapets. The roof shall be installed in a good and workmanlike manner by licensed professionals selected by Seller. It will include a 20-year warranty that can be assigned to Buyer. It will include a 20-year warranty, which Seller shall use good faith efforts, and pay any related fees, to have assigned to Buyer at Closing. (iv) All representations and warranties of by Seller in this Agreement, as modified by any Pre-Closing Disclosures (defined in Section 11), Agreement shall be true on and correct in all material aspects at as of the Closing Date as though made at that time. (v) b. Seller shall have performed performed, satisfied, and complied with all of its material obligations covenants, agreements, and conditions required by this Agreement to be performed on or prior to the Closing Date, including (without limitation) delivery of the documents described under Section 8(b). (vi) Any and all liens and security interests created by, through or under Seller, and affecting all or any part of the Property, including any Monetary Liens, have been paid andfully released complied with by Seller on or before the Closing Date. c. Buyer shall have received certificates dated the Closing Date, signed and verified by Seller, certifying, in such detail as Buyer and its counsel may reasonably request, that the conditions specified in paragraphs (viia) and (b) of this Section have been fulfilled. d. The Title Company Seller shall be irrevocably committed to issuing provide to Buyer a standard owner’s policy each of title insurance with loss coverage the documents described in the amount equal to the Purchase Price, insuring fee simple title to the Real Property is vested in Buyer, subject only to the Permitted Exceptions, any encumbrances created or suffered by Buyer and the standard general exceptions appearing in such policy form (as the same general exceptions may have been modified andreflected as numbered exceptions in the Title Report and only to the extent that extended coverage is not requested by Buyer) (the “Title Policy”Section 4(a). (viii) There e. No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall not have occurred at been instituted or threatened by any time third party on or before the Closing Date Date. f. The execution and delivery of this Agreement by Seller, and the making performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by a manager of Seller. g. All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer. h. The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel. i. The Interests shall be free and clear of all security interests, mortgages, liens, claims, charges and encumbrances of any general assignment kind, except for the benefit liens, claims, charges, encumbrances of creditorsother members under the Operating Agreements j. All necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin with respect to the Interests. No material portion of the assets or properties of West Shore and/or Basin shall (a) have been damaged prior to Closing by a casualty loss, or the filing against Seller (b) have been taken in condemnation or if proceedings for such purposes shall be pending. k. Seller, MPC and Manistee Gas, L.L.C. shall have agreed in writing to all amounts due specified on Exhibit 2A, and that payment of a petition those adjusted amounts to have Seller adjudged a bankrupt or a petition for reorganization or arrangement Buyer under any law relating to bankruptcy, or the appointment of a trustee or receiver to take possession of substantially all Paragraph 2a. are in full satisfaction and discharge of the interest of amounts stated on Exhibit 2A. l. At the Closing, Seller shall have furnished Buyer with a letter in the Propertyformat of Exhibit 8A from Millennium Energy Fund L.L.C. ("Millennium"), a subsidiary of Xxxxxxxx Energy Services Company ("WESCO") addressed to Buyer confirming that it has the right to require and will require MPC to retain up to $3,000,000 in escrow to fund construction of the Claybanks gathering lines and central production facilities, necessary to connect Claybanks Unit Xxxxx to the Claybanks Extension and necessary to produce those xxxxx into the Claybanks Extension, including, without limitation, all surface and production facilities, and that it undertakes to release these funds for the sole purpose of construction of such facilities. m. Seller shall provide Buyer with a recordable, executed release from Michigan Gas Fund I and from all other parties holding any liens, mortgages or encumbrances pertaining to the attachmentInterests. n. At the Closing, execution or judicial seizure Millenium shall deliver to MPC a ratification of substantially all the assets of Seller or Processing Agreement (as defined below) in a form acceptable to Buyer. o. At Closing, MPC shall have executed an Amendment to the interests of Seller Gas Gathering, Treating and Processing Agreement between MPC and West Shore dated May 2, 1996 (the "Processing Agreement"), in the Property or any legal proceeding form of Exhibit 9A. x. Xxxx Shore Processing Company, MPC and Oceana Exploration Company, L.C. shall have executed amendments to their respective Gas Gathering, Treating and Processing Agreement dated May 2, 1996, in which Seller is adjudicated West Shore would reduce the gas processing proceeds due all producers for Plant Products (as being, or stipulates to being, insolvent or unable to pay its debts as they come duedefined in the Processing Agreement) produced from gas delivered into the Claybanks Extension by $23,382.44/month for a term of six (6) years from the date of initial delivery of gas into the Claybanks Extension. All Each producer's share of the conditions set forth above in this Section 7(a) (the “Buyer’s Conditions Precedent”) are intended to be solely for the benefit of Buyer. All decisions, approvals or reviews to be made by Buyer reduction shall be within determined on a monthly basis by multiplying $23,382.44 by a fraction, the sole numerator of which shall be the volume of NGLs produced from gas delivered into the Claybanks Extension by the producer, and absolute discretion the denominator of Buyer. Buyer may, at Buyer’s sole option, waive any which shall be the total volume of NGLs produced from gas delivered into the Buyer’s Conditions Precedent Claybanks Extension by giving written notice to Seller at any time on or before the Closing Date or earlier date specified for such condition precedentall producers.