Common use of CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing: A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Buyer’s obligation of Purchaser to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the conditioned upon satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:Closing (or such earlier date as is specified with respect to a particular condition): A. The (a) None of the representations and warranties of Seller set forth in Article VI hereof shall be true untrue or inaccurate in any material respect; (b) Seller shall not have failed to perform or comply with any of its agreements or obligations in the manner and correct within the periods provided herein; (c) Buyer shall not have given written notice rightfully terminating this Contract within the appropriate periods of time specified for the same; (d) No later than the Closing Date and only if required (as determined by Buyer’s judgment) in order for Buyer to develop the Property in accordance with the Approved Site Plan, Seller’s obtaining, at Seller’s expense and on terms and conditions acceptable to Buyer, a final amendment to the land use plan for the Property to include the Property within the University Village Land Use Area and to remove the DRGR restrictions from the Property (by way of final approval by Xxx County of an Amendment to the Comprehensive Land Plan for Xxx County (the "CPA") with all material respects as applicable appeal periods having expired and with no appeals being filed); (e) No later than Closing Date, Seller shall obtain the final unconditional approval by Xxx County, Florida of a Development of Regional Impact ("DRI"), with terms and conditions approved by Buyer, governing the Property in which Xxx County approves development of the date hereof Property with the following improvements: (i) an approximately 900 acre residential tract with not less than 919 residential units, (ii) 18-holes of golf and as (iii) an approximately 100-acre tract for additional facilities at Florida Gulf Coast University, which DRI Seller shall be solely responsible for obtaining at its cost and expense. Seller shall keep Buyer regularly informed of the time progress of Closing as if made anew at such time; providedDRI application and shall provide Buyer with copies of all filings in advance of making such filings with Xxx County. All terms and conditions of the DRI shall be subject to Buyer’s approval. Notwithstanding the foregoing, however, in no event shall Seller be permitted to file with any governmental authority the application for the DRI prior to Buyer’s closing its purchase of property pursuant to the extent Primary Contract; (f) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, a rezoning of the Property and any other site plan approval required to allow development of the Property to include eighteen (18) holes of golf and other improvements in accordance with and to the density shown on that certain development plan for the Property attached hereto as Exhibit "A-1" and made a part hereof (which shall replace and supersede any representation or warranty previous development plan submitted by Buyer to Seller), as such plan may be amended in accordance with the terms of Seller contains a materiality qualificationthis Contract (such plan, as may be amended shall be referred to as the representation or warranty as qualified "Approved Site Plan"). Buyer shall remain as stated and such qualification not make changes to the Approved Site Plan that vary substantially from the Approved Site Plan attached to this Contract without Seller's approval, which approval shall not be deemed unreasonably withheld, conditioned or delayed. Buyer and Seller specifically acknowledge and agree that the Approved Site Plan may be modified during the process of permitting, but that such modifications are subject to Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Neither Buyer nor Seller shall be obligated to consent to any changes to the Approved Site Plan attached to this Contract which would materially alter the development shown thereon. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s request for rezoning and site plan approval and execute all documents requested by Buyer in connection therewith; (g) To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s applications for establishment of CDDs and execute all documents requested by Buyer in connection therewith; (h) No later than the Closing Date, Buyer’s obtaining all approvals needed for finalization and recording of the Property Subdivision Plat and, in addition, a subdivision plat for the first phase of Buyer’s development ("Phase One Plat"), including thereon the number of lots or units desired to be lessened developed by Buyer in its first phase (being a portion of the approved density as shown on the Approved Site Plan). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s plats and execute all documents requested by Buyer in connection therewith; (i) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, all permits (in final form) necessary for Buyer to develop the Property, or otherwise modified at Buyer’s option those permits necessary to commence development of all lots or units shown on the Phase One Plat, in accordance with the Approved Site Plan (all such necessary permits shall be collectively referred to as the "Permits"). Notwithstanding anything to the contrary contained herein, in no event shall receipt by Buyer of any required Army Corps of Engineers Wetlands permits be a condition precedent to Closing. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (j) No later than the Closing Date, Buyer’s obtaining (in final form), at Buyer’s expense, all necessary state of Florida or other local water management permits (but specifically excluding any Army Corps of Engineers Wetland Permits) needed to develop the Property in accordance with the Approved Site Plan (including the golf courses shown thereon). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (k) No later than the Closing Date, execution of the Xxxxxx Termination Agreement amending the Xxxxxx Mining Lease between Seller and Xxxxxx on terms satisfactory to Buyer as more particularly described in Section 2.4 of this Contract; (l) No later than the Closing Date, execution and delivery by the use Florida Gulf Coast University Foundation (the "Foundation") and Buyer of “material respects” a written agreement (the "Foundation Agreement"), on terms and conditions acceptable to Buyer in this Section 8.2Aits sole discretion, setting forth the terms of certain payments/donations to be made by Buyer to Florida Gulf Coast University; B. (m) No later than the Closing Date, approval in writing by the Seller of the CCRs, and if applicable any Supplemental Declarations (hereinafter defined), prepared by Buyer in accordance with the terms of this Contract; (n) There shall be no building, utility or other imposed moratorium or assessments, except for assessments arising out of Buyer’s development plans including but not limited to road and utility assessments, which shall prohibit, impede or adversely impact Buyer’s proposed development; provided that any moratorium shall be an actual moratorium, not merely threatened or proposed; (o) Any and all leases or other possessory interests existing with respect to the Property shall have been terminated in writing by Seller prior to Closing, with evidence of such termination provided to Buyer. Notwithstanding the foregoing, Seller shall have performed not be required to terminate the Xxxxxx Mining Lease prior to Closing in all material respects all the event that the agreement entered into with respect to such lease between Seller and Xxxxxx pursuant to Section 2.4 of its covenants this Contract has been consented to by Buyer and agreements contained this Agreement that does not require performance a termination of the Xxxxxx Mining Lease at or prior to Closing; provided. (p) All conditions to closing under the Primary Contract have been satisfied and the closing for the property described in the Primary Contract has actually occurred. Notwithstanding any provision in this Contract to the contrary, howeverin the event that, at any time between the Effective Date of this Contract and the date on which Buyer makes the first of any payments required to be made by Buyer pursuant to the Xxxxxx Termination Agreement, Buyer believes in its commercially reasonable judgment that any of the conditions to Closing contained within this Contract are not likely to be satisfied or timely satisfied, then Buyer shall be entitled, by providing written notice to Seller, to terminate this Contract, whereupon Seller shall be entitled to retain the extent Deposit and thereafter neither Buyer nor Seller shall have any further obligations under this Contract, except those which expressly survive any termination. Notwithstanding any provision in this Contract to the contrary, in the event that any covenant one or agreement more of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” above conditions contained in this Section 8.2B; C. No adverse action 4.1, as amended, have not been satisfied at or proceeding prior to Closing (or such earlier date as is specified with respect to a particular condition), Buyer may, at its sole option, (i) terminate this Contract by notice to Seller and immediately upon such termination the Seller shall reimburse Buyer for any and all payments made by Buyer pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and thereafter neither Seller nor Buyer shall have been instituted pertaining to any rights or obligations under the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser Contract and Seller shall have executed no remedies against Buyer due to any termination resulting from the provisional closing statement failure of any of the conditions set forth in this Contract, or (ii) Buyer may waive such conditions precedent and close within thirty (30) days of Buyer’s waiver. If at any time Buyer terminates this Contract for any reason other than the form default of Exhibit 1 Seller hereunder, Buyer agrees that it will not terminate any of its then pending applications for permits and approvals in connection with the instrument Property, but shall instead assign to Seller, but only if and to the extent assignable, any pending applications for permits or approvals and any development permits or approvals obtained by Buyer in connection the Property prior to such termination, which assignment would permit Seller to obtain the benefits of transferthe rights and/or entitlements arising in connection with any such applications, assignment permits and/or approvals after Buyer’s termination of this Contract. At the time of any such assignment, Buyer and assumption in the form of Exhibit 3; and I. Seller shall have delivered execute a document mutually acceptable to Purchaser both parties wherein Buyer assigns to Seller all of the items referenced above in this paragraph and is thereafter released from all obligations and responsibility in connection with such applications, permits and/or approvals, and wherein Seller assumes all of Buyer’s obligations with respect to or in connection with such applications, permits and/or approvals. Additionally, such assignment document shall contain a certificate provision wherein Seller agrees to indemnify and hold harmless Buyer from and against any and all claims and/or damages suffered by Buyer in connection with the assignment of its chief executive officer certifying that the conditions in (A)such applications, (B), (C) and (D) have been metpermits and/or approvals.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser Purchasers to proceed with consummation of the Transaction on the Closing Date and to close the transactions contemplated by this Agreement is Transaction shall be subject to the satisfaction (unless waived in advance in writing or waiver by Purchaser) it of each of the following conditions at or prior to Closingprecedent: A. The (a) Each of the representations and warranties of Seller Sellers contained in this Agreement shall be true and correct on the Effective Date; each of the representations and warranties of Sellers contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects as of the date hereof on and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A;Date. B. Seller (b) Sellers shall have performed and complied in all material respects with all of its covenants and agreements contained this conditions required by the Agreement that require performance at to be performed or complied with by them prior to Closing; providedor on the Closing Date. (c) Purchasers shall have received a certificate of a duly authorized officer of each Seller, howeverdated as of the Closing Date, certifying on behalf of Sellers: (i) since the Pricing Date and except as set forth in Schedule 6.9, there has been no material adverse change in the operations or financial condition of the Baptist Facilities prior to the extent that Closing Date and to his/her knowledge, there has been no event, occurrence or development which has had or is likely to have a material adverse change in the Purchased Assets or results of operations or financial condition of the Sellers, and the Baptist Facilities taken as a whole, except for the effect of changes in laws, regulations or market conditions generally applicable to hospitals operating in Phoenix, Arizona; and (ii) its representations and warranties contained in Article 6 or Article 7, as the case may be, are true and correct on and as of the Closing Date as if made on and as of such date. (d) No suit or action by any covenant third party or agreement of Seller contains a materiality qualificationany investigation, the covenant inquiry, or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened proceeding by any governmental authority, or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action any legal or administrative proceeding shall have been instituted pertaining or threatened on or before the Closing Date which: (i) questions the validity or legality of this Agreement or any transaction contemplated herein, (ii) seeks to enjoin any transaction contemplated herein, or (iii) seeks material damages on account of the transactions contemplated by this Agreement;consummation of the Transaction. D. (e) All required regulatory approvals and notices, regardless of whether Seller or Purchaser was notices required to apply for the same, be given by Sellers related to any bond financing or to any governmental or regulatory authority shall have been received without the imposition of duly given and any burdensome condition upon Purchaser and all applicable waiting periods (including those under the HSR Act) shall have expired or been terminated or waived, but with respect to such notices only to the extent the failure to give such notices would materially and all pre-closing conditions adversely affect the consummation of the Transaction or the operation of the Baptist Facilities following the Closing. All appropriate bond trustee, bondholder, bond insurer, third party and governmental or regulatory approvals, authorizations or consents to be performed by Seller in such approvals the consummation of the Transaction shall have been metobtained, to the extent the failure to obtain any of the foregoing would materially and adversely affect the consummation of the Transaction or the business or operations of the Baptist Facilities following the Closing. E. Seller (f) Purchasers shall have executed and delivered any documents required received irrevocable commitments by this Agreement or reasonably requested by Purchaser;the Title Insurance Company to issue the title insurance policies, subject to the Permitted Exceptions dated as of the Closing Date issued in favor of Purchasers. F. Seller (g) Sellers shall have delivered to Purchaser a deed conveying title Purchasers the documents to be delivered by them pursuant to Article 5 in the Real Property forms provided for herein. (h) Purchasers shall have obtained documentation or other evidence reasonably satisfactory to Purchasers that: (i) Purchasers have received confirmation from the Arizona Department of Health Services and other applicable licensure agencies that upon Closing all licenses required by law to operate the Baptist Facilities will be transferred to or issued in accordance with Schedule 1.1Cthe name of Purchasers; G. Purchaser shall (ii) Sellers have executed two instruments obtained consents to assignment of transfer delivered by Seller under Section 6.12 and delivered one substantially all of the executed instruments to SellerAssumed Contracts for which such consents are required; H. The chief executive (iii) Sellers have obtained such consents and approvals as may be legally or financial officer of Purchaser contractually required for Sellers to transfer and Seller shall have executed assign the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3Shares to Purchasers; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Buyer’s obligation of Purchaser to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the conditioned upon satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:Closing (or such earlier date as is specified with respect to a particular condition): A. The (a) None of the representations and warranties of Seller set forth in Article VI hereof shall be true untrue or inaccurate in any material respect; (b) Seller shall not have failed to perform or comply with any of its agreements or obligations in the manner and correct in all material respects as within the periods provided herein; (c) Buyer shall not have given written notice rightfully terminating this Contract within the appropriate periods of time specified for the same; (d) [Intentionally Deleted]; (e) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, a rezoning of the date hereof Property and as any other site plan approval required to allow development of the time Property to include twenty seven (27) holes of Closing as if made anew at such time; provided, however, golf and other improvements in accordance with and to the extent density shown on that certain development plan for the Property attached hereto as Exhibit "A-1" and made a part hereof (which shall replace and supersede any representation or warranty previous development plan submitted by Buyer to Seller), as such plan may be amended in accordance with the terms of Seller contains a materiality qualificationthis Contract (such plan, as may be amended shall be referred to as the representation or warranty as qualified "Approved Site Plan"). Buyer shall remain as stated and such qualification not make changes to the Approved Site Plan that vary substantially from the Approved Site Plan attached to this Contract without Seller's approval, which approval shall not be deemed unreasonably withheld, conditioned or delayed. Buyer and Seller specifically acknowledge and agree that the Approved Site Plan may be modified during the process of permitting, but that such modifications are subject to Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Neither Buyer nor Seller shall be obligated to consent to any changes to the Approved Site Plan attached to this Contract which would materially alter the development shown thereon. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s request for rezoning and site plan approval and execute all documents requested by Buyer in connection therewith; (f) To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s applications for establishment of CDDs and execute all documents requested by Buyer in connection therewith; (g) No later than the Closing Date, Buyer’s obtaining all approvals needed for finalization and recording of the Property Subdivision Plat and, in addition, a subdivision plat for the first phase of Buyer’s development ("Phase One Plat"), including thereon the number of lots or units desired to be lessened developed by Buyer in its first phase (being a portion of the approved density as shown on the Approved Site Plan). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s plats and execute all documents requested by Buyer in connection therewith; (h) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, all permits (in final form) necessary for Buyer to develop the Property, or otherwise modified at Buyer’s option those permits necessary to commence development of all lots or units shown on the Phase One Plat, in accordance with the Approved Site Plan (all such necessary permits shall be collectively referred to as the "Permits"). Notwithstanding anything to the contrary contained herein, in no event shall receipt by Buyer of any required Army Corps of Engineers Wetlands permits be a condition precedent to Closing. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (i) No later than the Closing Date, Buyer’s obtaining (in final form), at Buyer’s expense, all necessary state of Florida or other local water management permits (but specifically excluding any Army Corps of Engineers Wetland Permits) needed to develop the Property in accordance with the Approved Site Plan (including the golf courses shown thereon). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (j) No later than the Closing Date, execution of the Xxxxxx Termination Agreement amending the Xxxxxx Mining Lease between Seller and Xxxxxx on terms satisfactory to Buyer as more particularly described in Section 2.4 of this Contract; (k) No later than the Closing Date, execution and delivery by the use Florida Gulf Coast University Foundation (the "Foundation") and Buyer of “material respects” a written agreement (the "Foundation Agreement"), on terms and conditions acceptable to Buyer in this Section 8.2Aits sole discretion, setting forth the terms of certain payments/donations to be made by Buyer to Florida Gulf Coast University in exchange for the transfer by Florida Gulf Coast University to Buyer of certain development rights appurtenant to a portion of the property owned as a part of Florida Gulf Coast University; B. (l) No later than the Closing Date, approval in writing by the Seller of the CCRs, and if applicable any Supplemental Declarations (hereinafter defined), prepared by Buyer in accordance with the terms of this Contract; (m) There shall be no building, utility or other imposed moratorium or assessments, except for assessments arising out of Buyer’s development plans including but not limited to road and utility assessments, which shall prohibit, impede or adversely impact Buyer’s proposed development; provided that any moratorium shall be an actual moratorium, not merely threatened or proposed; (n) Any and all leases or other possessory interests existing with respect to the Property shall have been terminated in writing by Seller prior to Closing, with evidence of such termination provided to Buyer. Notwithstanding the foregoing, Seller shall have performed not be required to terminate the Xxxxxx Mining Lease prior to Closing in all material respects all the event that the agreement entered into with respect to such lease between Seller and Xxxxxx pursuant to Section 2.4 of its covenants this Contract has been consented to by Buyer and agreements contained this Agreement that does not require performance a termination of the Xxxxxx Mining Lease at or prior to Closing; provided. Notwithstanding any provision in this Contract to the contrary, howeverin the event that, at any time between the Effective Date of this Contract and the date on which Buyer makes the first of any payments required to be made by Buyer pursuant to the Xxxxxx Termination Agreement, Buyer believes in its commercially reasonable judgment that any of the conditions to Closing contained within this Contract are not likely to be satisfied or timely satisfied, then Buyer shall be entitled, by providing written notice to Seller, to terminate this Contract, whereupon Seller shall be entitled to retain the extent Deposit and thereafter neither Buyer nor Seller shall have any further obligations under this Contract, except those which expressly survive any termination. Notwithstanding any provision in this Contract to the contrary, in the event that any covenant one or agreement more of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” above conditions contained in this Section 8.2B; C. No adverse action 4.1, as amended, have not been satisfied at or proceeding prior to Closing (or such earlier date as is specified with respect to a particular condition), Buyer may, at its sole option, (i) terminate this Contract by notice to Seller and immediately upon such termination the Seller shall reimburse Buyer for any and all payments made by Buyer pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and thereafter neither Seller nor Buyer shall have been instituted pertaining to any rights or obligations under the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser Contract and Seller shall have executed no remedies against Buyer due to any termination resulting from the provisional closing statement failure of any of the conditions set forth in this Contract, or (ii) Buyer may waive such conditions precedent and close within thirty (30) days of Buyer’s waiver. If at any time Buyer terminates this Contract for any reason other than the form default of Exhibit 1 Seller hereunder, Buyer agrees that it will not terminate any of its then pending applications for permits and approvals in connection with the instrument Property, but shall instead assign to Seller, but only if and to the extent assignable, any pending applications for permits or approvals and any development permits or approvals obtained by Buyer in connection the Property prior to such termination, which assignment would permit Seller to obtain the benefits of transferthe rights and/or entitlements arising in connection with any such applications, assignment permits and/or approvals after Buyer’s termination of this Contract. At the time of any such assignment, Buyer and assumption in the form of Exhibit 3; and I. Seller shall have delivered execute a document mutually acceptable to Purchaser both parties wherein Buyer assigns to Seller all of the items referenced above in this paragraph and is thereafter released from all obligations and responsibility in connection with such applications, permits and/or approvals, and wherein Seller assumes all of Buyer’s obligations with respect to or in connection with such applications, permits and/or approvals. Additionally, such assignment document shall contain a certificate provision wherein Seller agrees to indemnify and hold harmless Buyer from and against any and all claims and/or damages suffered by Buyer in connection with the assignment of its chief executive officer certifying that the conditions in (A)such applications, (B), (C) and (D) have been metpermits and/or approvals.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at on or prior to Closingthe Closing Date: A. (a) The representations and warranties of Seller MANUKA set forth in Section 3 above and the representations and warranties of the Shareholders set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of the date hereof (except those representations and warranties that address matters only as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualificationspecified date, the representation or warranty accuracy of which shall be determined as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material that specified date in all respects” in this Section 8.2A); B. Seller (b) Each of MANUKA and the Shareholders shall have performed and complied with all of its or their respective covenants hereunder in all material respects all required to be performed and complied with by MANUKA or the Shareholders prior to or as of its covenants and agreements contained this Agreement that require performance at or the Closing, including without limitations, those obligations under Section 6 which are required to take place prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. (c) No adverse action action, suit, or proceeding shall have been instituted pertaining to be pending before any Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect the Shareholder's consummation of any of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless Agreement or (ii) cause any of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or reasonably requested by Purchasercharge shall be in effect); F. Seller (d) No event shall have occurred that results in a Material Adverse Effect; (e) Each of the Shareholders have secured the respective Tax Ruling; (f) MANUKA shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one certificate, dated as of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement Closing Date, in the form and substance to be agreed upon between the Parties prior to Closing (the “MANUKA Closing Certificate”) stating that all of Exhibit 1 and the instrument of transfer, assignment and assumption conditions set forth in the form of Exhibit 3; andSections 7.1(b) – (e) have been satisfied; I. Seller (g) The Shareholders shall have delivered to Purchaser a certificate duly executed share transfer deed in the form acceptable to Purchaser (the “Share Transfer Deeds”); (h) MANUKA shall have received all consents set forth in Schedule 3.6 of its chief executive officer certifying that MANUKA Disclosure Schedules; (i) Purchaser has delivered to MANUKA the conditions duly executed nomination letter of the Appointed Member, in the form as shall be agreed between MANUKA and Purchaser prior to the Closing and shall be attached hereto as Schedule 7.1(i); (A)j) MANUKA transferred to Purchaser $85,000 to pay off Purchaser’s Existing Debt; and (k) If a Shareholders is an accredited investor, (B), (C) and (D) have been metan executed copy of the Accredited Investor Questionnaire in a form reasonably acceptable to the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close consummate the transactions contemplated by this Agreement is subject to hereby shall be conditioned upon the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions or fulfillment, at or prior to Closing, of the following conditions, unless waived in writing by Purchaser: A. The (a) Each of Seller’s closing deliveries to Purchaser set forth in Section 2.4(b) shall have been made; (b) (i) Each of the representations and warranties of Seller set forth in Section 3.3 (Authorization), Section 3.5 (Ownership of Newco; Assets and Liabilities of Newco) and Section 3.19 (Finders’ Fees) shall be true and correct as of the date hereof and as of the Closing Date as though made as of the Closing Date, (ii) each of the representations and warranties of Seller set forth in Section 3.4 (Governmental Authorization; Non-Contravention), Section 3.7 (Sufficiency) and Section 3.17 (Subscribers) shall be true and correct as of the date hereof and shall be true and correct in all material respects as of the Closing Date as though made as of the Closing Date, and (iii) each of the representations and warranties of Seller set forth in Article III hereof and not referenced in the foregoing clauses (i) and (ii) shall be true and correct as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, Date (except to the extent that expressly made as of an earlier date, in which case as of such date), except where the failure of any such representation or and warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened so true and correct (without giving effect to any “materiality” or otherwise modified by “Material Adverse Effect” qualifier set forth therein) as of the use of “material respects” in this Section 8.2AClosing Date (or express earlier date) would not constitute a Material Adverse Effect; B. (c) Seller shall have performed and complied in all material respects with all of its agreements and covenants and agreements contained this Agreement that require performance required to be performed or complied with by it at or prior to the Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding (d) The DOJ Consent shall have been instituted pertaining obtained; (e) The FCC Consent shall have been obtained; (f) All applicable waiting periods under the HSR Act (if applicable to the transactions contemplated by this Agreement) shall have expired or been terminated; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required (g) The requirements set forth on Schedule 6.2(g) (which relate to apply for the same, state public utility commissions) shall have been received without satisfied; and (h) On the imposition Closing Date, no injunction or final judgment prohibiting the consummation of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required the transactions contemplated by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to been issued by any Governmental Authority having jurisdiction over the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metparties.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser (a) Purchaser's obligations under this Contract to close the transactions contemplated by this Agreement is purchase and sale of the Property are subject to the satisfaction (unless waived in advance in writing by Purchaser) of each all of the following conditions at or prior to Closingbefore the Closing Date; provided, however, that satisfaction of any of the following conditions may be waived by Purchaser: A. (i) No suit, action, action or other proceeding shall be threatened or pending before any court or governmental agency seeking to restrain or prohibit or to obtain damages or other relief in connection with this Contract or the consummation of any of the transactions contemplated hereby. (ii) The representations and warranties of Seller contained in this Contract shall be true and correct in all material respects as of the date hereof if made at and as of the time Closing Date. (iii) On the Closing Date, all of the covenants, conditions, agreements, requirements and obligations of Seller contained in this Contract and required to be performed before the Closing as if made anew by Seller shall have been duly performed in all material respects, and Seller shall have materially complied with all terms and conditions applicable to Seller under this Contract. (iv) Since the Effective Date of this Contract, there shall have occurred no material loss, damage or destruction to any of the Property or any other event that materially adversely affects or threatens to materially adversely affect the ability of Purchaser to use the Property in the manner presently used by the Seller. (b) Seller's obligations under this Contract to close the purchase and sale of the Property are subject to the satisfaction of all of the following conditions at such timeor before the Closing Date; provided, however, to the extent that satisfaction of any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not following conditions may be deemed to be lessened or otherwise modified waived by the use Seller: (i) All representations and warranties of “material respects” Purchaser contained in this Section 8.2A; B. Seller Contract shall have performed be true and correct in all material respects as if made at and as of the Closing Date. (ii) On the Closing Date, all of its covenants the covenants, conditions, contracts, requirements and agreements obligations of Purchaser contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated Contract and such qualification shall not be deemed required to be lessened or otherwise modified performed before the Closing Date by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding Purchaser shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals performed, and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments materially complied with all terms or conditions of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments this Contract applicable to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metPurchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Buyer’s obligation of Purchaser to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the conditioned upon satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:Closing (or such earlier date as is specified with respect to a particular condition): A. The (a) None of the representations and warranties of Seller set forth in Article VI hereof shall be true untrue or inaccurate in any material respect; (b) Seller shall not have failed to perform or comply with any of its agreements or obligations in the manner and correct in all material respects as within the periods provided herein; (c) Buyer shall not have given written notice rightfully terminating this Contract within the appropriate periods of time specified for the same; (d) [Intentionally Deleted]; (e) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, a rezoning of the date hereof Property and as any other site plan approval required to allow development of the time Property to include twenty seven (27) holes of Closing as if made anew at such time; provided, however, golf and other improvements in accordance with and to the extent density shown on that certain development plan for the Property attached hereto as Exhibit "A-1" and made a part hereof (which shall replace and supersede any representation or warranty previous development plan submitted by Buyer to Seller), as such plan may be amended in accordance with the terms of Seller contains a materiality qualificationthis Contract (such plan, as may be amended shall be referred to as the representation or warranty as qualified "Approved Site Plan"). Buyer shall remain as stated and such qualification not make changes to the Approved Site Plan that vary substantially from the Approved Site Plan attached to this Contract without Seller's approval, which approval shall not be deemed unreasonably withheld, conditioned or delayed. Buyer and Seller specifically acknowledge and agree that the Approved Site Plan may be modified during the process of permitting, but that such modifications are subject to Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Neither Buyer nor Seller shall be obligated to consent to any changes to the Approved Site Plan attached to this Contract which would materially alter the development shown thereon. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s request for rezoning and site plan approval and execute all documents requested by Buyer in connection therewith; (f) To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s applications for establishment of CDDs and execute all documents requested by Buyer in connection therewith; (g) No later than the Closing Date, Buyer’s obtaining all approvals needed for finalization and recording of the Property Subdivision Plat and, in addition, a subdivision plat for the first phase of Buyer’s development (“Phase One Plat”), including thereon the number of lots or units desired to be lessened developed by Buyer in its first phase (being a portion of the approved density as shown on the Approved Site Plan). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s plats and execute all documents requested by Buyer in connection therewith; (h) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, all permits (in final form) necessary for Buyer to develop the Property, or otherwise modified at Buyer’s option those permits necessary to commence development of all lots or units shown on the Phase One Plat, in accordance with the Approved Site Plan (all such necessary permits shall be collectively referred to as the “Permits”). Notwithstanding anything to the contrary contained herein, in no event shall receipt by Buyer of any required Army Corps of Engineers Wetlands permits be a condition precedent to Closing. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (i) No later than the Closing Date, Buyer’s obtaining (in final form), at Buyer’s expense, all necessary state of Florida or other local water management permits (but specifically excluding any Army Corps of Engineers Wetland Permits) needed to develop the Property in accordance with the Approved Site Plan (including the golf courses shown thereon). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (j) No later than the Closing Date, execution of the Xxxxxx Termination Agreement amending the Xxxxxx Mining Lease between Seller and Xxxxxx on terms satisfactory to Buyer as more particularly described in Section 2.4 of this Contract; (k) No later than the Closing Date, execution and delivery by the use Florida Gulf Coast University Foundation (the “Foundation”) and Buyer of a written agreement (the “material respects” Foundation Agreement”), on terms and conditions acceptable to Buyer in this Section 8.2Aits sole discretion, setting forth the terms of certain payments/donations to be made by Buyer to Florida Gulf Coast University in exchange for the transfer by Florida Gulf Coast University to Buyer of certain development rights appurtenant to a portion of the property owned as a part of Florida Gulf Coast University; B. (l) No later than the Closing Date, approval in writing by the Seller of the CCRs, and if applicable any Supplemental Declarations (hereinafter defined), prepared by Buyer in accordance with the terms of this Contract; (m) There shall be no building, utility or other imposed moratorium or assessments, except for assessments arising out of Buyer’s development plans including but not limited to road and utility assessments, which shall prohibit, impede or adversely impact Buyer’s proposed development; provided that any moratorium shall be an actual moratorium, not merely threatened or proposed; (n) Any and all leases or other possessory interests existing with respect to the Property shall have been terminated in writing by Seller prior to Closing, with evidence of such termination provided to Buyer. Notwithstanding the foregoing, Seller shall have performed not be required to terminate the Xxxxxx Mining Lease prior to Closing in all material respects all the event that the agreement entered into with respect to such lease between Seller and Xxxxxx pursuant to Section 2.4 of its covenants this Contract has been consented to by Buyer and agreements contained this Agreement that does not require performance a termination of the Xxxxxx Mining Lease at or prior to Closing; provided. Notwithstanding any provision in this Contract to the contrary, howeverin the event that, at any time between the Effective Date of this Contract and the date on which Buyer makes the first of any payments required to be made by Buyer pursuant to the Xxxxxx Termination Agreement, Buyer believes in its commercially reasonable judgment that any of the conditions to Closing contained within this Contract are not likely to be satisfied or timely satisfied, then Buyer shall be entitled, by providing written notice to Seller, to terminate this Contract, whereupon Seller shall be entitled to retain the extent Deposit and thereafter neither Buyer nor Seller shall have any further obligations under this Contract, except those which expressly survive any termination. Notwithstanding any provision in this Contract to the contrary, in the event that any covenant one or agreement more of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” above conditions contained in this Section 8.2B; C. No adverse action 4.1, as amended, have not been satisfied at or proceeding prior to Closing (or such earlier date as is specified with respect to a particular condition), Buyer may, at its sole option, (i) terminate this Contract by notice to Seller and immediately upon such termination the Seller shall reimburse Buyer for any and all payments made by Buyer pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and thereafter neither Seller nor Buyer shall have been instituted pertaining to any rights or obligations under the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser Contract and Seller shall have executed no remedies against Buyer due to any termination resulting from the provisional closing statement failure of any of the conditions set forth in this Contract, or (ii) Buyer may waive such conditions precedent and close within thirty (30) days of Buyer’s waiver. If at any time Buyer terminates this Contract for any reason other than the form default of Exhibit 1 Seller hereunder, Buyer agrees that it will not terminate any of its then pending applications for permits and approvals in connection with the instrument Property, but shall instead assign to Seller, but only if and to the extent assignable, any pending applications for permits or approvals and any development permits or approvals obtained by Buyer in connection the Property prior to such termination, which assignment would permit Seller to obtain the benefits of transferthe rights and/or entitlements arising in connection with any such applications, assignment permits and/or approvals after Buyer’s termination of this Contract. At the time of any such assignment, Buyer and assumption in the form of Exhibit 3; and I. Seller shall have delivered execute a document mutually acceptable to Purchaser both parties wherein Buyer assigns to Seller all of the items referenced above in this paragraph and is thereafter released from all obligations and responsibility in connection with such applications, permits and/or approvals, and wherein Seller assumes all of Buyer’s obligations with respect to or in connection with such applications, permits and/or approvals. Additionally, such assignment document shall contain a certificate provision wherein Seller agrees to indemnify and hold harmless Buyer from and against any and all claims and/or damages suffered by Buyer in connection with the assignment of its chief executive officer certifying that the conditions in (A)such applications, (B), (C) and (D) have been metpermits and/or approvals.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation In addition to any other conditions precedent in favor of Purchaser to close the transactions contemplated by as may be expressly set forth elsewhere in this Agreement, Purchaser’s obligations under this Agreement is are subject to the satisfaction (unless timely fulfillment of the conditions set forth in this Section 13.3 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in advance whole or in writing part only by written notice of such waiver from Purchaser to Seller, in Purchaser) ’s sole and absolute discretion. Subject to the terms of each this Agreement, Purchaser may terminate this Agreement upon written notice to Seller due to the failure of any of the following conditions at or precedent contained in this Agreement, in which event Purchaser shall be entitled to a prompt return of the Exxxxxx Money (less and except the sum of One Hundred Dollars ($100) which shall be paid to Seller as consideration for entering into this Agreement), and the parties hereto shall have no further obligations hereunder except those which by their terms expressly survive any such termination. 13.3.1 Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing:, subject to any notice and/or cure period set forth in this Agreement. A. The 13.3.2 On the Closing Date, all of the representations and warranties of Seller set forth in Section 6 hereof shall be true true, accurate and correct complete in all material respects respects, except as of the date hereof to any Permitted Variances and as of the time of Closing as if made anew at such time; provided, however, those matters with respect to the extent representations and warranties made herein by Seller that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or Purchaser may otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been metgiven notice regarding a changed condition. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing: A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action As of the Closing Date, no action, suit or proceeding shall have been instituted pertaining be pending or threatened by any governmental authority with jurisdiction over the transactions contemplated by this Agreement against Purchaser or Seller that might reasonably be expected to (i) materially and adversely affect the business, properties and assets of the Branch or (ii) materially and adversely affect the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any materially disadvantageous or burdensome condition upon Purchaser that would materially deprive Purchaser of the benefit of its bargain under this Agreement and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met.; E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in substantially the form of Exhibit 1 hereto and the instrument an Instrument of transferTransfer, assignment Assignment and assumption Assumption in the form of Exhibit 33 hereto; H. Seller shall have delivered to Purchaser all of the items provided in Article VI hereof; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer or chief financial officer certifying that the conditions in (A), (B), (C) and (DB) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation of Purchaser to close consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closingconditions: A. The (a) All of Seller’s representations and warranties of Seller set forth in Section 8.1 shall be true and correct in all material respects as of the date hereof Closing, and all covenants and agreements of Seller made in this Agreement shall have been fulfilled. If (i) any of Seller’s representations or warranties set forth herein were true and correct as of the time Effective Date, but at the Closing are no longer true and correct due to new information or changed circumstances or any other reason, or (ii) Seller is in breach of Closing as if any representation, warranty, covenant or agreement made anew at such time; providedherein (each a “Non-Conforming Condition”), howeverPurchaser shall have the right, but not the obligation, upon written notice to Seller, to either (x) require Seller to cure all such Non-Conforming Conditions by giving Purchaser a credit against the extent that any representation Purchase Price at Closing on the Closing Statement in an amount sufficient to fully compensate Purchaser for the loss or warranty of Seller contains a materiality qualification, the representation damage caused or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened caused to Purchaser by such Non-Conforming Condition(s), as such loss or otherwise modified damage is reasonably estimated by the use of “material respects” in this Section 8.2A; B. Purchaser and reasonably approved by Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to the Closing; provided, however, or (y) terminate this Agreement and receive the return of the Deposit. If Seller and Purchaser are unable to timely agree in writing on the extent that any covenant or agreement amount of Seller contains a materiality qualificationsuch credit, the covenant Closing shall be postponed for two (2) business days and each party hereto shall negotiate in good faith to seek to resolve the dispute. If the parties hereto are unable to so agree and if Purchaser has not elected to terminate this Agreement as set forth above, then Purchaser shall have the rights and remedies set forth in Section 14.1 of this Agreement. (b) Each item or agreement as qualified shall remain as stated and such qualification shall not be deemed instrument to be lessened delivered by Seller described in Section 5.5 below is delivered at the Closing. (c) No suit, action or other proceeding shall be pending or threatened which seeks to restrain, enjoin or otherwise modified by prohibit the use consummation of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions transaction contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or involves the Property or would, or could reasonably requested be expected to, encumber or adversely affect the Master Lease, or the ownership, use, occupancy or operation of the Property. (d) The Title Company is prepared to issue an ALTA Owners form of title policy in a form approved by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying , insuring the title to the Real Property in accordance Purchaser with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one liability in the amount of the executed instruments Purchase Price, subject only to Seller;the Permitted Exceptions and with such endorsements as Purchaser may require (the “Title Policy”). H. The chief executive or financial officer (e) As of Purchaser and the Closing Date, Seller shall not have executed commenced (within the provisional closing statement meaning of any Bankruptcy Law) a voluntary case, nor shall there have been commenced against Seller an involuntary case, nor shall Seller have consented to the appointment of a Custodian of Seller or for all or any substantial part of Seller’s property, nor shall a court of competent jurisdiction have entered an order or decree under any Bankruptcy Law that is for relief against Seller in the form an involuntary case or appoints a Custodian of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate for all or any substantial part of its chief executive officer certifying that property. The term “Bankruptcy Law” means Title 11, U.S. Code, or any similar state law for the conditions in (A)relief of debtors. The term “Custodian” means any receiver, (B)trustee, (C) and (D) have been metassignee, liquidator or similar official under any Bankruptcy Law.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Buyer’s obligation of Purchaser to close consummate the transactions transaction contemplated by this Agreement hereunder is subject to the conditioned upon satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:Closing (or such earlier date as is specified with respect to a particular condition): A. The (a) None of the representations and warranties of Seller set forth in Article VI hereof shall be true untrue or inaccurate in any material respect; (b) Seller shall not have failed to perform or comply with any of its agreements or obligations in the manner and correct within the periods provided herein; (c) Buyer shall not have given written notice rightfully terminating this Contract within the appropriate periods of time specified for the same; (d) No later than the Closing Date and only if required (as determined by Buyer’s judgment) in order for Buyer to develop the Property in accordance with the Approved Site Plan, Seller’s obtaining, at Seller’s expense and on terms and conditions acceptable to Buyer, a final amendment to the land use plan for the Property to include the Property within the University Village Land Use Area and to remove the DRGR restrictions from the Property (by way of final approval by Xxx County of an Amendment to the Comprehensive Land Plan for Xxx County (the "CPA") with all material respects as applicable appeal periods having expired and with no appeals being filed); (e) No later than Closing Date, Seller shall obtain the final unconditional approval by Xxx County, Florida of a Development of Regional Impact (“DRI”), with terms and conditions approved by Buyer, governing the Property in which Xxx County approves development of the date hereof Property with the following improvements: (i) an approximately 900 acre residential tract with not less than 919 residential units, (ii) 18-holes of golf and as (iii) an approximately 100-acre tract for additional facilities at Florida Gulf Coast University, which DRI Seller shall be solely responsible for obtaining at its cost and expense. Seller shall keep Buyer regularly informed of the time progress of Closing as if made anew at such time; providedDRI application and shall provide Buyer with copies of all filings in advance of making such filings with Xxx County. All terms and conditions of the DRI shall be subject to Buyer’s approval. Notwithstanding the foregoing, however, in no event shall Seller be permitted to file with any governmental authority the application for the DRI prior to Buyer’s closing its purchase of property pursuant to the extent Primary Contract; (f) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, a rezoning of the Property and any other site plan approval required to allow development of the Property to include eighteen (18) holes of golf and other improvements in accordance with and to the density shown on that certain development plan for the Property attached hereto as Exhibit "A-1" and made a part hereof (which shall replace and supersede any representation or warranty previous development plan submitted by Buyer to Seller), as such plan may be amended in accordance with the terms of Seller contains a materiality qualificationthis Contract (such plan, as may be amended shall be referred to as the representation or warranty as qualified "Approved Site Plan"). Buyer shall remain as stated and such qualification not make changes to the Approved Site Plan that vary substantially from the Approved Site Plan attached to this Contract without Seller's approval, which approval shall not be deemed unreasonably withheld, conditioned or delayed. Buyer and Seller specifically acknowledge and agree that the Approved Site Plan may be modified during the process of permitting, but that such modifications are subject to Seller’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Neither Buyer nor Seller shall be obligated to consent to any changes to the Approved Site Plan attached to this Contract which would materially alter the development shown thereon. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s request for rezoning and site plan approval and execute all documents requested by Buyer in connection therewith; (g) To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s applications for establishment of CDDs and execute all documents requested by Buyer in connection therewith; (h) No later than the Closing Date, Buyer’s obtaining all approvals needed for finalization and recording of the Property Subdivision Plat and, in addition, a subdivision plat for the first phase of Buyer’s development (“Phase One Plat”), including thereon the number of lots or units desired to be lessened developed by Buyer in its first phase (being a portion of the approved density as shown on the Approved Site Plan). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s plats and execute all documents requested by Buyer in connection therewith; (i) No later than the Closing Date, Buyer’s obtaining, at Buyer’s expense, all permits (in final form) necessary for Buyer to develop the Property, or otherwise modified at Buyer’s option those permits necessary to commence development of all lots or units shown on the Phase One Plat, in accordance with the Approved Site Plan (all such necessary permits shall be collectively referred to as the “Permits”). Notwithstanding anything to the contrary contained herein, in no event shall receipt by Buyer of any required Army Corps of Engineers Wetlands permits be a condition precedent to Closing. To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (j) No later than the Closing Date, Buyer’s obtaining (in final form), at Buyer’s expense, all necessary state of Florida or other local water management permits (but specifically excluding any Army Corps of Engineers Wetland Permits) needed to develop the Property in accordance with the Approved Site Plan (including the golf courses shown thereon). To the extent requested by Buyer and/or required by applicable governmental authorities, Seller shall be required to join in Buyer’s permit applications and execute all documents requested by Buyer in connection therewith; (k) No later than the Closing Date, execution of the Xxxxxx Termination Agreement amending the Xxxxxx Mining Lease between Seller and Xxxxxx on terms satisfactory to Buyer as more particularly described in Section 2.4 of this Contract; (l) No later than the Closing Date, execution and delivery by the use Florida Gulf Coast University Foundation (the “Foundation”) and Buyer of a written agreement (the “material respects” Foundation Agreement”), on terms and conditions acceptable to Buyer in this Section 8.2Aits sole discretion, setting forth the terms of certain payments/donations to be made by Buyer to Florida Gulf Coast University; B. (m) No later than the Closing Date, approval in writing by the Seller of the CCRs, and if applicable any Supplemental Declarations (hereinafter defined), prepared by Buyer in accordance with the terms of this Contract; (n) There shall be no building, utility or other imposed moratorium or assessments, except for assessments arising out of Buyer’s development plans including but not limited to road and utility assessments, which shall prohibit, impede or adversely impact Buyer’s proposed development; provided that any moratorium shall be an actual moratorium, not merely threatened or proposed; (o) Any and all leases or other possessory interests existing with respect to the Property shall have been terminated in writing by Seller prior to Closing, with evidence of such termination provided to Buyer. Notwithstanding the foregoing, Seller shall have performed not be required to terminate the Xxxxxx Mining Lease prior to Closing in all material respects all the event that the agreement entered into with respect to such lease between Seller and Xxxxxx pursuant to Section 2.4 of its covenants this Contract has been consented to by Buyer and agreements contained this Agreement that does not require performance a termination of the Xxxxxx Mining Lease at or prior to Closing; provided. (p) All conditions to closing under the Primary Contract have been satisfied and the closing for the property described in the Primary Contract has actually occurred. Notwithstanding any provision in this Contract to the contrary, howeverin the event that, at any time between the Effective Date of this Contract and the date on which Buyer makes the first of any payments required to be made by Buyer pursuant to the Xxxxxx Termination Agreement, Buyer believes in its commercially reasonable judgment that any of the conditions to Closing contained within this Contract are not likely to be satisfied or timely satisfied, then Buyer shall be entitled, by providing written notice to Seller, to terminate this Contract, whereupon Seller shall be entitled to retain the extent Deposit and thereafter neither Buyer nor Seller shall have any further obligations under this Contract, except those which expressly survive any termination. Notwithstanding any provision in this Contract to the contrary, in the event that any covenant one or agreement more of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” above conditions contained in this Section 8.2B; C. No adverse action 4.1, as amended, have not been satisfied at or proceeding prior to Closing (or such earlier date as is specified with respect to a particular condition), Buyer may, at its sole option, (i) terminate this Contract by notice to Seller and immediately upon such termination the Seller shall reimburse Buyer for any and all payments made by Buyer pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and thereafter neither Seller nor Buyer shall have been instituted pertaining to any rights or obligations under the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser Contract and Seller shall have executed no remedies against Buyer due to any termination resulting from the provisional closing statement failure of any of the conditions set forth in this Contract, or (ii) Buyer may waive such conditions precedent and close within thirty (30) days of Buyer’s waiver. If at any time Buyer terminates this Contract for any reason other than the form default of Exhibit 1 Seller hereunder, Buyer agrees that it will not terminate any of its then pending applications for permits and approvals in connection with the instrument Property, but shall instead assign to Seller, but only if and to the extent assignable, any pending applications for permits or approvals and any development permits or approvals obtained by Buyer in connection the Property prior to such termination, which assignment would permit Seller to obtain the benefits of transferthe rights and/or entitlements arising in connection with any such applications, assignment permits and/or approvals after Buyer’s termination of this Contract. At the time of any such assignment, Buyer and assumption in the form of Exhibit 3; and I. Seller shall have delivered execute a document mutually acceptable to Purchaser both parties wherein Buyer assigns to Seller all of the items referenced above in this paragraph and is thereafter released from all obligations and responsibility in connection with such applications, permits and/or approvals, and wherein Seller assumes all of Buyer’s obligations with respect to or in connection with such applications, permits and/or approvals. Additionally, such assignment document shall contain a certificate provision wherein Seller agrees to indemnify and hold harmless Buyer from and against any and all claims and/or damages suffered by Buyer in connection with the assignment of its chief executive officer certifying that the conditions in (A)such applications, (B), (C) and (D) have been metpermits and/or approvals.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation Notwithstanding any other provision herein, the obligations of the Purchaser to close the transactions contemplated by under this Agreement is are, at the option of the Purchaser, subject to the satisfaction (unless waived in advance in writing by Purchaser) fulfillment of each of the following conditions at or prior to Closing:set forth below. A. (a) The representations of the Seller and warranties of Seller ETI contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, shall be true and correct in all material respects as of the date hereof on and as of the time Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing as if made anew at such time; provided, however, to Date. On or before the extent that any representation or warranty of Seller contains a materiality qualificationClosing Date, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects all of respects, on its covenants and agreements contained part to be complied with or performed pursuant to or in connection with this Agreement on or before the Closing Date. (b) The Purchaser shall have received certificates, in form satisfactory to it, dated the Closing Date as follows: (i) A certificate executed by the Chairman of ETI and ETIC and the President of each other corporation constituting Seller certifying that require performance the representations made by the Seller and ETI in this Agreement are true and correct in every material respect at or prior and as of the Closing Date and that it has fulfilled the covenants, agreements and conditions to Closing; providedbe fulfilled by it. (ii) A certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, howevercounsel for Seller, dated as of the Closing Date, in form and substance satisfactory to the extent Purchaser to the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any covenant and all consents or agreement orders of Seller contains any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIC, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a materiality qualificationbreach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the covenant entry of any orders or agreement as qualified injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or by-laws of ETI or ETIC. (d) All actions, proceedings, instruments and documents required to carry out this Agreement or incidental hereto, and all other related legal matters, shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified have been approved by Nason, Yeager, Gerson, White & Xxxxx, P. A., counsel for the use of “material respects” in this Section 8.2B;Purchaser. C. (e) No adverse action or proceeding shall have been instituted pertaining to restrain or prohibit the acquisition by the Purchaser, or the conveyance by the Seller, of the Property. (f) The Seller shall have obtained the consent of each other party to all contracts, leases and agreements to which the Seller is a party which consents are required by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby. (g) The Property has not been subjected to any lien, charge, or any other encumbrance not disclosed herein. (h) The Property shall not have suffered any destruction or damage by this Agreement; D. All required regulatory approvals and noticesfire, regardless explosion or other calamity exceeding Ten Thousand Dollars ($10,000.00) in value not covered by insurance, nor has any other event, condition or state of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition facts of any burdensome character occurred which materially and adversely affects, or, to the best of the knowledge of the Seller, threatens to materially and adversely affect, the Property, business or financial condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been metof the Seller. E. (i) Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have has executed the provisional closing statement in the form of Exhibit 1 Supply Agreement and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (CFacility License Agreement. They are set forth as Schedules 8.01(i)(1) and (D) have been met2), respectively.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser’s obligation of to purchase the Sale Assets and to take the other actions required to be taken by Purchaser to close at the transactions contemplated by this Agreement Closing is subject to the satisfaction (unless waived in advance in writing by Purchaser) satisfaction, at or prior to the Closing, of each of the following conditions at (any of which may be waived by Purchaser, in whole or prior to Closing:in part): A. The 10.1.1 Each of Seller’s and Shareholder’ representations and warranties of Seller in this Agreement shall be true and correct have been accurate in all material respects as of the date hereof of this Agreement, and shall be accurate in all material respects as of the time of the Closing as if then made anew at such time; provided, however, to (except each of the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated representations and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” warranties in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance contains an express materiality qualification which shall be accurate in all respects as of the time of the Closing as if then made). 10.1.2 Each of the covenants and obligations that Seller and Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding Closing shall have been instituted pertaining duly performed and complied with in all material respects. 10.1.3 Seller shall have obtained the RSDL Consent and the CCC Consent and such consents shall be in full force and effect. 10.1.4 Seller and Purchaser shall have met with individuals from US Med Research ACQ Activity (Fort Deidrich). 10.1.5 Seller shall deliver all other documents required to be delivered pursuant to Section 3.2. 10.1.6 Since the date of this Agreement, there shall not have been commenced or threatened against Purchaser, or against any Affiliate of Purchaser, any proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, the transaction contemplated by this Agreement or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with the transactions contemplated by this Agreement;. D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for 10.1.7 Neither the same, shall have been received without consummation nor the imposition performance of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required of the transactions contemplated by this Agreement will, directly or reasonably requested by Purchaser; F. Seller shall have delivered to indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of or cause Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer any Affiliate of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transferto suffer any adverse consequence under (a) any applicable Law or Order or (b) any Law or Order that has been published, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metintroduced or otherwise proposed by or before any governmental body.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing: A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that herein which require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by PurchaserSeller; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C;; and G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 6.11 and delivered one of the executed instruments to Seller;. H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and. I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation obligations of Purchaser to close purchase the transactions contemplated by this Agreement is Assets and assume the Current Liabilities are subject to the satisfaction (unless waived in advance in writing by Purchaser) at or before the Closing of each all of the following conditions set out below in this Section 9. Purchaser may waive any or all 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 Purchaser of any of its other rights or remedies at law or prior to Closing:in equity if Seller shall be in default in any of its representations, warranties, or covenants under this Agreement. A. The (a) All representations and warranties by Seller in this Agreement or in any written statement delivered to Purchaser by Seller subsequent to the date of Seller this Agreement shall be true and correct in when made and on the Closing Date as though made on the Closing Date. (b) Seller shall have performed, satisfied, and complied with all material respects covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by Seller on or prior to the Closing Date, including Seller's agreement to terminate the employees of the Business effective as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A;Date. B. (c) Seller shall have performed in all material respects all executed and delivered to Purchaser a Noncompetition Agreement on terms reasonably acceptable to Purchaser. (d) Seller shall have executed and delivered to Purchaser the License Agreement on terms reasonably acceptable to Purchaser. (e) During the period from the date of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Closing Date, Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not have sustained any material losses or damage to the Assets, whether or not insured. (f) There shall not have been any event or condition of any character occurring subsequent to the execution and delivery of this Agreement and on or before the Closing Date materially adversely affecting the Assets or the Business. (g) Seller shall have provided to Purchaser the consent of each party identified on Schedule 6(c) of this Agreement in form or substance acceptable to Purchaser. (h) Purchaser shall have secured such consents as may be deemed to be lessened or otherwise modified by required in connection with its financing of the use of “material respects” transactions contemplated in this Section 8.2B;Agreement. C. (i) No adverse action action, suit or proceeding shall have been instituted before any court or other governmental body or authority pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller Agreement or Purchaser was required to apply for the same, their consummation shall have been received without instituted or threatened on or before the imposition of any burdensome condition upon Closing Date. (j) Purchaser and all applicable waiting periods shall have expired completed and all pre-closing conditions been satisfied with the results of its review of the Title Commitments and the Surveys (as defined below) and Purchaser's objections to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property Estate shall have been satisfied by the Seller or waived by Purchaser, in accordance with Schedule 1.1C;Section 10. G. (k) Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 obtained, on terms reasonably acceptable to Purchaser, such rights to use any railroad tracks currently serving the Real Estate as Purchaser reasonably determines necessary for Purchaser to conduct the Business after the Closing Date. (l) Purchaser shall have obtained, on terms reasonably acceptable to Purchaser, such easements and delivered one of other rights to use the executed instruments Real Estate, including without limitation access easements, utility easements, and parking rights, as Purchaser reasonably determines necessary for Purchaser to Seller;conduct the Business after the Closing Date. H. The chief executive or financial officer of Purchaser and (m) Seller shall have executed provided to Purchaser a fixed price contractor's bid for construction of new street access and a parking lot for use of the provisional closing statement Sioux Falls, South Dakota polyethylene plant that is reasonably acceptable to Purchaser and in compliance with all legal requirements for construction of same. (n) Purchaser shall have received or been issued all licenses, permits, and governmental authorizations necessary to own and operate the Business and the Assets, including any zoning, subdivision or other approvals required in connection with the acquisition of the Real Estate to be acquired under this Agreement, if any. Purchaser agrees to use commercially reasonable efforts to receive or be issued such licenses, permits and governmental authorizations prior to the Closing Date. (o) In connection with the Purchaser's examinations of the Business, the Assets, and Seller's books and records relating to the Business and the Assets, Purchaser shall not have discovered any information inconsistent in any material respect with the representations and warranties set forth in this Agreement or the information previously provided by Seller to Purchaser in connection with this Agreement, nor shall Purchaser have determined, in Purchaser's sole discretion, that any material liability or potential liability exists with respect to the Business or the Assets. (p) Seller shall have provided to Purchaser schedules accompanying this Agreement, along with Schedule 10(a), Permitted Encumbrances, all reasonably acceptable to Purchaser, updated to the Closing Date. (q) Seller shall have provided to Purchaser such bills of sale, deeds and other assignments, agreements, affidavits or documents as Purchaser finds reasonably necessary to transfer to it the Assets, and such tax and other clearance certificates, elections and instruments as Purchaser may reasonably request in order to effect the purposes of this Agreement. (r) Seller shall have provided to Purchaser an opinion of Sellers' counsel in the form of attached hereto as Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; andF. I. (s) Seller shall have delivered provided to Purchaser a certificate of its chief executive officer certifying that corporate secretary, in the conditions form attached hereto as Exhibit G, attesting to the due authorization by Seller of the execution and delivery of this Agreement and the consummation of the transactions contemplated in this Agreement, the accuracy, as of the Closing Date, of the representations and warranties of Seller contained in this Agreement and any Exhibit or Schedule hereto, and the performance by Seller of all of the covenants to be performed by them on or prior to the Closing Date. (A)t) Seller and Purchaser shall have entered into (i) a reciprocal easement and maintenance agreement for the railroad spur track at the South Dakota Facilities, (B), (C) and (Dii) have been meta declaration of easements, covenants and conditions relating to the South Dakota Facilities.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The following conditions shall be conditions precedent to Purchaser’s obligation to proceed to Closing, all or any of Purchaser to close the transactions contemplated by which, except as otherwise provided under this Agreement is subject to the satisfaction (unless Agreement, may be waived in advance in writing by Purchaser. (i) of each of That the following conditions at or prior to Closing: A. The representations and warranties of Seller the FCRHA set forth in Section 10(a) shall be remain true and correct in all material respects without regard to any knowledge limitations, as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, Date; (ii) That title to the extent that any representation or warranty Property shall be in the condition required by Section 6 of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices(iii) That on the Closing Date, regardless of whether Seller no sewer, water or Purchaser was required to apply for the same, building moratorium shall have been received without declared by any applicable governmental authority which, in Purchaser’s reasonable judgment, would preclude Purchaser from building at least 156 townhomes; nothing contained in the imposition Land Use Approvals or the Proffers shall constitute such a moratorium with respect to the development of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all prethe For-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by PurchaserSale Townhomes; F. Seller (iv) That (A) CHPPENN or its assignee(s) and (B) the FCRHA shall each have delivered to Purchaser a deed conveying title to entered into each of the Real Property Ground Leases before or simultaneously with the Closing and in accordance with Schedule 1.1C;the Contracts to Ground Lease; and G. (v) That, on or prior to the Closing Date, the FCRHA has delivered the FCRHA’s Closing Deliverables (as defined below) to Closing Agent. If the conditions set forth in this Section 8(b) are not satisfied or are not waived by Purchaser by the Closing Date, Purchaser shall have executed two instruments the unqualified right, upon delivery of transfer delivered by Seller under Section 6.12 and delivered one written notice to the FCRHA within 30 days after the Closing Date, to terminate this Agreement. Except for the provisions of this Agreement that expressly survive termination, after any such termination, neither Purchaser nor the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller FCRHA shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metany other or further liability under this Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation If any of Purchaser the conditions set forth in this Article 16.2 are not satisfied, Purchaser, by written notice delivered to close Seller on or before the transactions contemplated by Closing may elect to (a) waive such condition and proceed with the Closing, or (b) terminate this Agreement is subject and have the Deposit, together with accrued interest, if any, returned to the satisfaction it. (unless waived in advance in writing by Purchasera) of each of the following conditions at or prior to Closing: A. The representations and warranties of made by Seller shall be in this Agreement being true and correct in all material respects as of the date hereof on and as of the time Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2ADate; B. (b) Seller shall have having performed in all material respects all of its covenants and agreements contained obligations required by this Agreement that require performance at to be performed by Seller on or prior to the Closing Date; (c) Construction of the VA Out Patient Clinic and all ancillary improvements having been completed in accordance with the Plans and Specifications submitted to Purchaser during the Condition Approval Period and a certificate of Occupancy and all other permits necessary for occupation of the building have been obtained. (d) Seller having paid all costs for construction of the OPC and receiving lien waivers and acknowledgment of payment from the general contractor and all subcontractors and materialmen, suppliers and other parties with lien rights. (e) Purchaser receiving from Seller and VAV's general contractor an indemnity acceptable to Purchaser's counsel indemnifying Purchaser and VAV from and against any and all claims of third parties including without limitation all subcontractors, materialmen, suppliers, laborers relating to construction of the OPC. (f) The Lease has commenced and Tenant's obligations to commence payment of rent without setoff, abatement or reduction has been acknowledged by Tenant and rent has commenced. (g) Purchaser receiving at Purchaser's expense, at Closing, an ALTA Owners Extended Coverage Policy of Title Insurance insuring good, clear, record, marketable and fee simple title to the Property in VAV, subject only to the Permitted Exceptions; (h) Seller delivering possession of the Property free and clear of all tenants, other than the Tenant. (i) Between the expiration of the Inspection Period and the Closing Date, there shall have occurred no material adverse change in the environmental conditions of the Property or to the physical condition of the Property, reasonable wear and tear excepted; provided, however, that the parties acknowledge and agree that certain adverse changes to the extent physical condition of the Property will be governed by Article 15 and with respect to those changes, Article 15 will determine whether or not they are grounds for termination of this Agreement. (j) The Property shall be subject to the Lease with the Tenant with a term ending not earlier than June 3, 2019 except as otherwise provided in the Lease, including Paragraph 3.20 thereof, and with no right of early termination claim except as provided in Paragraph 3.20 of the Lease ("Solicitation For Offer"), which Lease shall be in effect with rents and other charges being paid by Tenant without reservation. (k) Delivery to Purchaser of the following documents and records that are reasonably required and necessary for Purchaser to meet its disclosure obligations as a public company (i) a Letter of Representation and (ii) financial information on the Property for as long as owned or operated by Seller sufficient for Purchaser's auditors, at its expense, to be able to prepare AICPA standard audited financial statements, provided that Purchaser shall promptly notify the Seller in writing prior to the expiration of the Initial Inspection Period of any covenant or agreement of shortcoming in said reasonably required materials and provided further that the Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed required to produce any materials that do not already exist; should the financial records prove to be lessened or otherwise modified by not auditable under the use reasonable application of “material respects” in this Section 8.2B; C. No adverse action or proceeding AICPA Standards and Seller fails to furnish the appropriate material, Purchaser shall have been instituted pertaining the right during the Initial Inspection Period to terminate the transactions contemplated by this Agreement; D. All required regulatory approvals Agreement without penalty or liability and noticesthe Deposit, regardless of whether Seller or Purchaser was required to apply for the sametogether with interest accrued thereon, if any, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions be returned to be performed by Seller in such approvals have been metPurchaser. E. (l) Owner shall deliver to Purchaser at Closing an estoppel certificate, or lease status letter and subordination agreement from Tenant in a form consistent with the Tenant's obligations under the Lease to provide such documents. (m) The Building shall be occupied by Tenant under a valid certificate of occupancy and fully compliant with the requirements of the Lease. (n) The Property shall be acceptable to and fully occupied by Tenant at the date of Closing. (o) Seller shall have executed caused VAV to file all state and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title federal tax returns and paid all taxes from the date of it's formation to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments date of transfer delivered by Seller under Section 6.12 and delivered one Closing including without limitation a short year tax return ending as of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser Closing date. Such returns may be filed and Seller shall have executed the provisional closing statement in the form of Exhibit 1 taxes, interest and the instrument of transferpenalties, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A)if any, (B), (C) and (D) have been metpaid after Closing as otherwise provided herein.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close consummate the transactions contemplated hereby shall be conditioned upon the satisfaction or fulfillment, at or prior to the Closing, of the following conditions, unless waived in writing by Purchaser: (a) Each of Sellers’ closing deliveries to Purchaser set forth in Section 2.6(b) shall have been made; (b) Each of the representations and warranties of Sellers set forth herein shall be true and correct as of the date of this Agreement and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had and is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect; (c) Each of the Sellers shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (d) The Newco Transfer shall have been consummated in accordance with the terms and conditions of this Agreement; (i) All Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition or consequence that would reasonably be likely to result in a Regulatory Adverse Effect and (ii) any FCC Consent obtained from the FCC shall have been obtained by Final Order; (f) All Regulatory Approvals, the failure of which to make or obtain would reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect, shall have been made or obtained; (g) After the date of this Agreement, there shall not have occurred any Change that, individually or in the aggregate, has resulted, or would reasonably be likely to result, in a Material Adverse Effect; (h) There shall be no pending claim, legal action, petition, arbitration, governmental investigation or other legal, administrative or tax proceeding (i) by the FCC or DOJ or (ii) by any other Governmental Authority seeking to enjoin, prohibit or otherwise prevent the transactions contemplated by this Agreement is subject that, in the case of clause (ii), would, individually or in the aggregate, reasonably be likely to result (A) in vacating, reversing, setting aside, annulling, suspending or modifying any Regulatory Approval that, (x) if so vacated, reversed, set aside, annulled, suspended or modified would cause the satisfaction (unless waived condition set forth in advance in writing by PurchaserSection 7.3(f) of each of the following conditions at or prior to Closing: A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened satisfied or otherwise modified by the use of “material respects” (y) if modified, would impose any term, condition or consequence that would reasonably be likely to have a Material Adverse Effect or (B) in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to permanently enjoining the transactions contemplated by this Agreement; D. All required regulatory approvals ; and notices, regardless of whether Seller or Purchaser was required to apply for Sellers and the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller Escrow Agent shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metEscrow Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Seller Parties acknowledge that as a condition precedent to Purchaser’s obligation to consummate the Transactions at the Closing, the conditions set forth below shall occur on or before the Closing Date, any of which conditions may be waived in writing by Purchaser to close in its sole and absolute discretion. Should any condition set forth in this Section 8.01 not be fulfilled or not be waived by Purchaser on the transactions contemplated by Closing Date, provided that Purchaser did not breach this Agreement or cause the non-fulfillment of any of the conditions set forth in this Section 8.01, then Purchaser may, at its option, and as its sole and exclusive remedy under this Agreement (unless such failure of the condition and subsequent termination of this Agreement is subject due to a Seller Breach, in which case Purchaser shall be entitled to the satisfaction (unless waived rights and remedies specified in advance in writing Article 10), terminate this Agreement by Purchaser) of each of providing written notice thereof to the following conditions at Sellers’ Representative on or prior to Closing: A. The representations and warranties the Closing Date (subject to any applicable cure periods in Article 10) and, receive back the Xxxxxxx Money Deposit, after which neither Seller Parties nor Purchaser will have any further rights or obligations hereunder, except for any obligations that expressly survive termination of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such timethis Agreement; provided, however, to that the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification Xxxxxxx Money Deposit shall not be deemed returned to be lessened or otherwise modified by the use of “material respects” in Purchaser pursuant to this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior 8.01 if such termination is due to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one failure of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement conditions set forth in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (ASections 8.01(c), (B), d) or (Cf) and (D) have been metthe non-fulfillment of any such condition was principally the result of Purchaser’s non de minimis failure to act in a timely manner or a Purchaser breach of this Agreement.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation Notwithstanding any other provision herein, the obligations of the Purchaser to close the transactions contemplated by under this Agreement is are, at the option of the Purchaser, subject to the satisfaction (unless waived in advance in writing by Purchaser) fulfillment of each of the following conditions at or prior to Closing:set forth below. A. (a) The representations of the Seller and warranties of Seller ETI contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, shall be true and correct in all material respects as of the date hereof on and as of the time of Closing as if made anew at such time; provided, however, to Date. On or before the extent that any representation or warranty of Seller contains a materiality qualificationClosing Date, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. Seller shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects all of respects, on its covenants and agreements contained part to be complied with or performed pursuant to or in connection with this Agreement that require performance at on or prior to Closing; providedbefore the Closing Date. (b) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, howevercounsel for Seller, dated as of the Closing Date to the extent effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any covenant and all consents or agreement orders of Seller contains a materiality qualificationany and all courts or governmental agencies, the covenant administrative bodies or agreement as qualified shall remain as stated and such qualification shall not be deemed lenders or others known to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding shall counsel have been instituted pertaining to obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have ; (iii) this Agreement has been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met. E. Seller shall have duly executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to ETI and ETIC, and is the Real Property valid and binding obligation of ETI and ETIC, in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments its terms, subject only to the effect of transfer delivered bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by Seller under Section 6.12 courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and delivered one adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metincorporation or by-laws of ETI or ETIC.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation obligations of Purchaser to close the transactions contemplated by under this Agreement is are, at the option of Purchaser, subject to the satisfaction (unless waived in advance in writing by Purchaser) fulfillment of each of the following conditions at or prior to Closingset forth below: A. The (a) On the Closing Date the warranties and representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A; B. . Seller shall have complied with and duly performed in all material respects any and all covenants, agreements and conditions on its part to be complied with or performed pursuant to or in connection with this Agreement. If Seller shall be in default of its covenants this Agreement, then Purchase shall give notice of such defaults to Seller, and agreements contained this Agreement that require performance at or Seller shall have prior to Closing; provided, however, the Closing Date a reasonable opportunity to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and cure such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in defaults under this Section 8.2B;Agreement. C. (b) No adverse action or proceeding shall have been instituted pertaining to restrain or prohibit the conveyance of the Assets by Seller. (c) Seller shall have obtained, and deliver to Purchaser prior to the transactions contemplated Closing, the Bankruptcy Court Order, approving the terms and conditions, and execution and delivery by the signatory on behalf of Seller, of this Agreement; D. All required regulatory approvals ; the time for appeals from the Order shall have expired; and notices, regardless of whether Seller or Purchaser was required to apply for no appeal from the same, Order shall have been received without timely filed. (d) Seller shall deliver one or more Assignments to Purchaser relating to the imposition Intellectual Property, Bills of any burdensome Sale to Purchaser to evidence the conveyance of the Inventory and Tangible Personal Property from Seller to Purchaser, in form reasonably satisfactory to counsel to Purchaser. (e) Seller shall use reasonable efforts to obtain an order from the Bankruptcy Court rejecting the following two (2) executory contracts ("Bankruptcy Court Rejection Order"): (i) Agreement dated on or about 15 March 1999 between Seller and Transvit Holding Corporation relating to certain distribution rights in Mexico; and (ii) Agreement dated on or about 30 May 1998 between Seller and Transvit Holding Corporation relating to certain distribution rights of Tristar de Brasil Cosmetics, Ltda. Purchaser agrees that submission and argument of the motion seeking the Bankruptcy Court Rejection Order by Seller shall constitute reasonable efforts, and receipt of the Bankruptcy Court Rejection Order shall not be a condition upon Purchaser precedent to Closing. (f) Seller shall cease doing business under the name Tristar, and all applicable waiting periods shall have expired and all pre-closing conditions filed a fictitious name certificate or the like in each jurisdiction in which it is qualified to be performed by Seller in such approvals have been mettransact business. E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C; G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller; H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close consummate the transactions herein contemplated by this Agreement is is, at Purchaser's option, subject to the satisfaction following express conditions precedent: (unless waived in advance in writing by Purchasera) The Assets shall be free and clear of each all mortgages, liens, security interests, pledges, charges, obligations and other encumbrances; (b) The representations and warranties of the following conditions Sellers and the Stockholders contained in this Agreement shall be true in all material respects at and as of Closing, as though such representations and warranties had been made at and as of the Closing; (c) The Sellers and the Stockholders shall have delivered all of the items to be delivered by them to Purchaser at Closing pursuant to Subsection 8 above, and shall not be in default under any other provision of this Agreement at or prior to Closing:; A. (d) The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification Assets shall not be deemed to be lessened have been damaged as the result of any act of God, fire, flood, war, labor disturbance or otherwise modified by similar calamity (unless Purchaser has waived the use of “material respects” in this Section 8.2A; B. Seller shall have performed in all material respects all of its covenants event), and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B; C. No adverse action or proceeding there shall have been instituted pertaining to no material adverse changes in the transactions contemplated by Assets, the Office, or the financial condition of the Sellers since the execution of this Agreement; D. All required regulatory approvals and notices, regardless (e) Purchaser has obtained approval of whether Seller or Purchaser was required to apply its Senior Lenders for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met.this transaction; and E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser; F. Seller (f) Sellers shall have delivered to Purchaser a deed conveying title executed UCC-3 statements for any liens on Sellers' Assets. (g) (i) Sellers and Bretx X. Xxxxx ("Xardx") xereby each acknowledges, covenants, agrees and authorizes, that if Hardx xxxaches or causes Sellers to the Real Property in accordance with Schedule 1.1C; G. breach Subsection 20(d) of this Agreement, Purchaser shall have executed two instruments of transfer delivered the right to withhold payment under the Rolling Meadxxx Xxxe, the Kalamazoo Note, the Des Plaines Note and all other amounts otherwise payable by Seller under Section 6.12 Purchaser to Sellers and delivered one the Stockholders, whether or not evidenced by a note (collectively, the "Note Amounts"); and upon determination of the executed instruments to Seller; H. The chief executive or financial officer amount of any damages sustained by Purchaser and Seller because of such breach of Subsection 20(d), Purchaser shall have executed the provisional closing statement in right to offset and retain such damages against an aggregate amount, which shall equal fifty percent (50%) of the form aggregate amount of Exhibit 1 all outstanding principal due and owing under and pursuant to the instrument of transfer, assignment and assumption in the form of Exhibit 3; and I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been metNote Amounts.