Common use of Conditions Precedent to Purchaser’s Performance Clause in Contracts

Conditions Precedent to Purchaser’s Performance. The obligations of the Purchaser to consummate the purchase of the Assets from Seller contemplated by this Agreement under this Agreement are subject to the satisfaction of all the conditions set out in this Section 6.02. The 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 the Purchaser of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties or covenants under this Agreement: (a) all representations by the Seller contained in this Agreement, or in any written statement delivered to Purchaser pursuant to the Agreement, shall be true on and as of the date of this Agreement and the Closing; (b) the Seller shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performed, complied with or satisfied; (c) the Seller shall have timely delivered to the Purchaser all schedules, documents, instruments, licenses and agreements required under this Agreement; (d) Seller shall have executed and delivered to Purchaser, all transfer documents, instruments and other closing deliveries contemplated by Section 1.06 hereof; (e) Seller shall have furnished a certificate, executed on behalf of Seller, confirming the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof; (f) Each Seller Entity shall have furnished to Purchaser (i) certificates of the secretary of state of the state in which each is incorporated, dated as of a date nor more than five (5) business days prior to the Closing Date, attesting to the due incorporation, existence and good standing of each such Seller Entity, (ii) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, of each Seller Entity’s Articles or Certificate of Incorporation together with all amendments, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent; (g) HSOA shall have obtained the written consent of its lender(s) to the transactions contemplated by this Agreement, and shall have entered into such agreements with its lender as are necessary or required to consummate the transactions contemplated hereby; (h) Laurus shall have released the Laurus Debt and its Liens on the Assets, and Laurus and HSOA shall have entered into the Release Agreement on terms and conditions satisfactory to HSOA and its Board of Directors; (i) There shall not have occurred any material adverse effect on the Assets, and there shall be no pending or threatened litigation affecting any Seller Entity or the Assets other than as disclosed on Schedule 3.08 of the Seller’s Disclosure Schedule and existing on the date this Agreement is executed, or with respect to the transactions contemplated by this Agreement; (j) the RGA Stockholder Consent shall be subsisting and valid and not revoked; (k) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expired; (l) the Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation Agreements duly executed by the Designated Employees; and (m) the Closing occurs no later than the Termination Date.

Conditions Precedent to Purchaser’s Performance. The (a) In addition to any other conditions precedent set forth in this Agreement to the obligations of Purchaser under this Agreement, the parties hereto hereby agree that the obligations of Purchaser to consummate under the purchase terms of the Assets from Seller contemplated by this Agreement under this Agreement are subject to the satisfaction of all of the following conditions set out precedent as of one hundred twenty (120) days after the Closing Date (hereinafter defined): (i) the Construction Loan shall have closed, and the lender of the Construction Loan shall be prepared to disburse the proceeds of the Construction Loan to Purchaser; (ii) all persons, including, without limitation, Seller, whose approval, in this Section 6.02. The the reasonable judgment of Purchaser may waive shall be required, shall have approved in writing of (A) the terms and conditions of the Construction Loan, and (B) the documents evidencing and securing the Construction Loan; (iii) all persons, including, without limitation, Seller, whose approval, in the reasonable judgment of Purchaser shall be required, shall have delivered written approvals of all items with respect to which such persons' approval is required under the terms of the documents evidencing and securing the Construction Loan; and (iv) all persons, including, without limitation, Seller, all homeowners' associations, all condominium associations, the declarants under all recorded homeowners' and condominium declarations, and the owner of the private roadways (the "Private Roadways") in the Development that provide access to and from the Properties and dedicated public rights-of-way, whose authorization, in the reasonable judgment of Purchaser, shall be required, shall have (A) irrevocably authorized in writing the grant of an irrevocable easement (the "Private Roadway Easement"), in form and substance reasonably acceptable to Purchaser and Seller, for the benefit of Purchaser, over the Private Roadways for the purposes of ingress and egress and movement of personnel, equipment, and materials to and from any or all of these conditions the Properties during such times as Purchaser shall engage in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Purchaser development of any of the Properties, and (B) delivered the Private Roadway Easement, in recordable form, to Purchaser; and, for purposes of this Agreement, the Private Roadways shall include, without limitation, all of the following roadways on the Development, unless such roadways shall have become dedicated public rights-of-way: Meadow Parcel Roadway I (hereinafter defined), and the roadways providing access to the existing improvements which are subject to the Club Cottages Declaration (hereinafter defined. Purchaser shall use its best efforts to satisfy the conditions precedent in this paragraph 3(a). (b) In addition to any other rights conditions precedent set forth in this Agreement to the obligations of Purchaser under this Agreement, the parties hereto hereby agree that the obligations of Purchaser under the terms of this Agreement are subject to the satisfaction of all of the following conditions precedent as of the Closing Date: (i) Intentionally Omitted (ii) all persons, including, without limitation, Seller, all homeowners' associations, all condominium associations, the declarants under all recorded homeowners' and condominium declarations, and the owner of the Private Roadways (hereinafter defined), whose authorization, in the reasonable judgment of Purchaser, shall be required, shall have irrevocably, in writing, authorized Purchaser and its agents, employees, affiliates, contractors and subcontractors to construct, maintain and operate such facilities and structures, and to conduct such activities, as Purchaser shall determine are necessary, convenient or remediesincidental to the construction, improvement, completion and sale of Units and related improvements on the Properties, including, without limitation, the construction, maintenance and operation of sales and construction trailers and offices, signs and model units, and the right to use Units as model residences, for offices for the sale of Units, and for related activities; (iii) all persons, including, without limitation, Seller, all homeowners' associations, all condominium associations, the declarants under all recorded homeowners' and condominium declarations, and the owner of the Private Roadways, whose approval, in the reasonable judgment of Purchaser, shall be required, shall have irrevocably approved in writing (A) all sales and construction activities of Purchaser and its agents, employees, affiliates, representatives, contractors and subcontractors in connection with the Properties; (B) all signs and advertising posters which Purchaser and its agents, employees, affiliates, representatives, contractors and subcontractors intend to use in connection with the development of the Properties; (C) the non- exclusive use by Purchaser and its agents, employees, affiliates and representatives of the names "Longleaf" and the "Club at law Longleaf" in connection with the marketing and sale by Purchaser of Units on the Properties; (D) the recordation with respect to such portions of the Properties as Purchaser shall desire of condominium declarations, homeowners' declarations, or declarations of covenants, conditions and restrictions reasonably necessary to develop Units; and (E) the placement and location within the Development of all utilities, service lines and all appurtenances thereto necessary in equity, if order for Purchaser to develop the Properties; (A) Seller shall have obtained the Xxxxxx Amendment (hereinafter defined); (B) the following agreements (herein together sometimes called the "Xxxxxx Agreements") shall be in default full force and effect, and, except as set forth in the Xxxxxx Amendment, shall not have been modified, amended or changed in any way that is material and adverse to the rights of any of its representations, warranties or covenants Purchaser under this Agreement: (a) all representations by the Seller contained in this Agreement, or terminated, without the prior written consent of Purchaser: (I) that certain Restated Contract (the "Restated Contract"), dated March 23, 1990, between Seller and Xxxxxx Properties, Inc., a North Carolina corporation ("Xxxxxx"), as amended by that certain First Amendment to Restated Contract (the "Xxxxxx Modification"), dated January 1, 1991, between Seller and Xxxxxx (the Restated Contract, as amended by the Xxxxxx Modification, being herein sometimes called the "Xxxxxx Contract"); (II) that certain Declaration (the "Golf Club Declaration"), dated March 23, 1990, by and between Seller and Xxxxxx, recorded with the Recorder's Office on May 8, 1990 in book 719 at page 30; and (III) that certain Easement of Enjoyment (the "Easement of Enjoyment"), dated March 23, 1990, between Seller and Xxxxxx, recorded with the Recorder's Office on May 8, 1990 in book 719 at page 85; and (IV) the rules and regulations (the "Golf Club Rules"), dated October 22, 1992, of the Club at Longleaf; (C) no event of default shall exist under any written statement of the Xxxxxx Agreements, as modified by the Xxxxxx Amendment; and no event shall have occurred which, with the passage of time or the giving of notice or both, would constitute an event of default under any of the Xxxxxx Agreements, as modified by the Xxxxxx Amendment; (D) all rights of Seller under the Xxxxxx Agreements, as modified by the Xxxxxx Amendment, shall be available to Purchaser; (E) Purchaser shall have the right, under the Easement of Enjoyment, to convey not less than three hundred nineteen (319) easements of enjoyment to purchasers of Units in the Development; and (v) the Properties shall be free and clear of any mortgages, deeds of trust, liens or encumbrances other than the Acceptable Option Title Exceptions. (c) In addition to any other conditions precedent set forth in this Agreement to the obligations of Purchaser under this Agreement, the parties hereto hereby agree that the obligations of Purchaser under the terms of this Agreement are subject to the satisfaction of the following condition precedent as of forty-five days after the Closing Date: Provided that Purchaser shall have delivered to Seller, not more than thirty (30) days after the Effective Date, designs of the improvements (the "Proposed Improvements"), including Unit types, which Purchaser desires to construct on the Lots, all persons, including, without limitation, Seller, all homeowners' associations, all condominium associations, the declarants under all recorded homeowners' and condominium declarations, and all architectural review committees, whose approval is required with respect to the Proposed Improvements shall have delivered to Purchaser pursuant their irrevocable written approvals (other than building permits) (together the "Design Approvals") of the Proposed Improvements. (d) In addition to any other conditions precedent set forth in this Agreement to the obligations of Purchaser under this Agreement, shall be true on and as the parties hereto hereby agree that the obligations of Purchaser under the terms of this Agreement are subject to the satisfaction of the date following condition precedent within ten (10) days after the Closing Date: The owner of the Sales Center (hereinafter defined), Seller and Purchaser shall have entered into a written agreement (the "Sales Center Agreement"), in form and substance reasonably acceptable to Seller and Purchaser, for the use by Purchaser of the Sales Center in connection with the marketing and sale by Purchaser of Units and of the Properties and of the Seller's Lots (hereinafter defined). (e) In the event that any condition precedent to Purchaser's obligations under this Agreement, including, without limitation, any condition precedent set forth in the foregoing subparagraphs 3(a), 3(b), 3(c) or 3(d) shall not be timely satisfied in accordance with the terms of this Agreement, Purchaser shall give to Seller written notice reasonably describing the condition precedent which shall not have been timely satisfied by Seller in accordance with the terms of this Agreement. Seller shall have thirty (30) days from the receipt of such written notice to satisfy any condition precedent not satisfied. If, at the end of such thirty (30) day period, Seller shall have failed to satisfy such condition precedent, Purchaser may, at its election, either waive any such unsatisfied condition precedent, or terminate this Agreement; and, in the event Purchaser elects to terminate this Agreement, this Agreement shall become null and void, and the parties hereto shall have no further rights, obligations or liabilities under this Agreement [other than the obligations of Seller under subparagraphs 11(a), 18(b), 19(b) and 20(b) of this Agreement and the Closing; (bobligations of Purchaser under subparagraphs 11(b), 12(b), 18(d) the Seller shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performed, complied with or satisfied; (c19(c) the Seller shall have timely delivered to the Purchaser all schedules, documents, instruments, licenses and agreements required under of this Agreement; (d) Seller shall have executed and delivered to Purchaser, all transfer documents, instruments and other closing deliveries contemplated by Section 1.06 hereof; (e) Seller shall have furnished a certificate, executed on behalf of Seller, confirming the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof;]. (f) Each Purchaser shall notify Seller Entity shall have furnished to Purchaser (i) certificates in writing of the secretary persons whose approval or authorization, in the reasonable judgment of state Purchaser, is required under the provisions of the state in which each is incorporated, dated as of a date nor more than five (5subparagraphs 3(a) business days prior to the Closing Date, attesting to the due incorporation, existence and good standing of each such Seller Entity, (ii3(b) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, of each Seller Entity’s Articles or Certificate of Incorporation together with all amendments, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent; (g) HSOA shall have obtained the written consent of its lender(s) to the transactions contemplated by this Agreement, and shall have entered into such agreements with its lender as are necessary or required to consummate the transactions contemplated hereby; (h) Laurus shall have released the Laurus Debt and its Liens on the Assets, and Laurus and HSOA shall have entered into the Release Agreement on terms and conditions satisfactory to HSOA and its Board of Directors; (i) There above. If Purchaser shall not have occurred any material adverse effect on the Assetsso identify such persons, Seller shall reasonably determine which persons' approvals and there shall be no pending or threatened litigation affecting any Seller Entity or the Assets other than as disclosed on Schedule 3.08 of the Seller’s Disclosure Schedule and existing on the date this Agreement is executed, or with respect to the transactions contemplated by this Agreement; (j) the RGA Stockholder Consent shall be subsisting and valid and not revoked; (k) all applicable waiting periods including those promulgated authorizations are required under the rules and regulations of the Securities and Exchange Commission shall have expired; (l) the Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation Agreements duly executed by the Designated Employees; and (m) the Closing occurs no later than the Termination Datesaid subparagraphs.

Conditions Precedent to Purchaser’s Performance. The obligations obligation of the Purchaser to consummate close the purchase of the Assets from Seller contemplated by transaction described in this Agreement under this Agreement are Contract, shall be subject to the satisfaction of all the following conditions set out in this Section 6.02. The 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 the Purchaser of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties or covenants under this Agreementprecedent: (a) all All the representations by the and warranties of Seller contained set forth in this Agreement, or in any written statement delivered to Purchaser pursuant to the Agreement, Contract shall be true on and correct in all material respects as of the date of this Agreement Effective Date and on the Closing;Closing Date. (b) There shall be no material adverse change in the Seller matters reflected on the Title Commitment or the Updated Survey from those matters appearing therein on the date thereof (except those changes requested by Purchaser in its notice of Title Defects), and no encumbrance or Title Defect shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performed, complied with or satisfied;affect the Property except the Permitted Exceptions. (c) the Seller shall have timely delivered duly performed or complied with all covenants, acts and agreements to be performed or complied with by Seller on or prior to the Purchaser Closing Date in all schedules, documents, instruments, licenses and agreements required under this Agreement;material respects. (d) Seller There shall have executed and delivered to Purchaser, all transfer documents, instruments and other closing deliveries contemplated by Section 1.06 hereof;be no litigation affecting the Property. (e) Purchaser shall have received from Seller the estoppel certificate from USA in the form attached hereto as Exhibit “B” and made a part hereof for all purposes; provided, however, Seller will use reasonable efforts to obtain and estoppel certificate from USA in the form requested by Purchaser’s lender, but Seller shall have furnished a certificate, executed on behalf of Seller, confirming be under no obligation to deliver an estoppel certificate other than in the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof;form attached hereto as Exhibit “B”. (f) Each Seller Entity shall deliver to Purchaser copies of USA’s insurance certificates. (g) USA shall not have given notice that it is discontinuing operations at the Real Property, filed bankruptcy or sought any similar debtor protective measure or be the subject of an involuntary bankruptcy. If any of the foregoing conditions are not satisfied or waived in writing by Purchaser prior to the Closing, Purchaser must give Seller written notice specifically setting forth the condition that has not been satisfied, and Seller shall have furnished to Purchaser (i) certificates of the secretary of state of the state in which each is incorporated, dated as of a date nor more than five (5) business days prior to cure such condition and the Closing Date, attesting Date shall be automatically extended accordingly. If Seller fails to the due incorporation, existence and good standing of each satisfy such Seller Entity, (ii) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than condition within such five (5) business days prior to the Closing Dateday period, of each Seller Entitythen Purchaser, as Purchaser’s Articles or Certificate of Incorporation together with all amendmentssole and exclusive remedy, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent; (g) HSOA shall have obtained the right to terminate this Contract by delivery of a written consent of its lender(s) notice to Seller, in which event the transactions contemplated by this Agreement, and shall have entered into such agreements with its lender as are necessary or required to consummate the transactions contemplated hereby; (h) Laurus shall have released the Laurus Debt and its Liens on the Assets, and Laurus and HSOA shall have entered into the Release Agreement on terms and conditions satisfactory to HSOA and its Board of Directors; (i) There shall not have occurred any material adverse effect on the Assets, and there Exxxxxx Money shall be no pending or threatened litigation affecting any Seller Entity or the Assets other than as disclosed on Schedule 3.08 of the Seller’s Disclosure Schedule and existing on the date this Agreement is executed, or with respect immediately returned to the transactions contemplated by this Agreement; (j) the RGA Stockholder Consent shall be subsisting and valid and not revoked; (k) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expired; (l) the Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation Agreements duly executed by the Designated Employees; and (m) the Closing occurs no later than the Termination DatePurchaser.

Conditions Precedent to Purchaser’s Performance. The (a) Purchaser’s obligations of hereunder, including the Purchaser obligation to consummate purchase and pay for the purchase of the Assets from Seller contemplated by this Agreement under this Agreement Premises, are subject to the satisfaction of all the conditions set out in this Section 6.02. The Purchaser may waive any or all of these conditions in whole or in part without prior noticefollowing conditions, provided, however, that no such waiver of a condition shall constitute a waiver by the Purchaser of any of its other rights which may be waived by Purchaser, but only in a writing signed by Purchaser: (i) All of Seller’s representations and warranties being true and correct as of the Closing Date; (ii) Except for any casualty or remediescondemnation event covered by Section 11 hereof, at law or no material adverse changes in equity, if the Seller physical condition of the Premises shall have occurred and the Premises shall be in default of any of its representations, warranties or covenants under this Agreement: (a) all representations by the Seller contained in this Agreement, or in any written statement delivered to Purchaser pursuant to same condition at the Agreement, shall be true on and Closing as of the date of this Agreement Effective Date, ordinary and the Closing;reasonable wear and tear excepted; and (biii) the Seller shall have performed all covenants and agreements and satisfied all conditions of the material obligations required by this Agreement to be performedperformed by Seller. (b) If any of the conditions set forth above are, complied in Purchaser’s reasonable discretion, not satisfied, Purchaser may, by giving written notice to Seller on or before the Closing Date, elect (i) to waive such condition and proceed with the Closing without any reduction in the Purchase Price or satisfied;(ii) to terminate this Agreement by giving written notice of termination to Seller, in which event, neither party shall be under any further obligations under this Agreement except as provided in the next sentence and the Deposit shall be returned to Purchaser. The foregoing notwithstanding, if any such condition is not satisfied due to a breach of this Agreement by Seller, Purchaser shall be entitled to its remedies as set forth in this Agreement. (c) the Seller shall have timely delivered to the Purchaser all schedules, documents, instruments, licenses and agreements required under this Agreement; (d) Seller shall have executed and delivered to Purchaser, all transfer documents, instruments and other closing deliveries contemplated by Section 1.06 hereof; (e) Seller shall have furnished a certificate, executed on behalf of Seller, confirming the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof; (f) Each Seller Entity shall have furnished to Purchaser (i) certificates of the secretary of state of the state in which each is incorporated, dated as of a date nor more than five (5) business days prior to the Closing Date, attesting to the due incorporation, existence and good standing of each such Seller Entity, (ii) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, of each Seller Entity’s Articles or Certificate of Incorporation together with all amendments, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent; (g) HSOA shall have obtained the written consent of its lender(s) to the transactions contemplated by this Agreement, and shall have entered into such agreements with its lender as are necessary or required to consummate the transactions contemplated hereby; (h) Laurus shall have released the Laurus Debt and its Liens on the Assets, and Laurus and HSOA shall have entered into the Release Agreement on terms and conditions satisfactory to HSOA and its Board of Directors; (i) There shall not have occurred any material adverse effect on the Assets, and there shall be no pending or threatened litigation affecting any Seller Entity or the Assets other than as disclosed on Schedule 3.08 of the Seller’s Disclosure Schedule and existing on the date this Agreement is executed, or with respect to the transactions contemplated by this Agreement; (j) the RGA Stockholder Consent shall be subsisting and valid and not revoked; (k) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expired; (l) the Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation Agreements duly executed by the Designated Employees; and (m) the Closing occurs no later than the Termination Dateright to waive any of Purchaser’s contingencies and/or any other conditions to Purchaser’s obligations set forth in this Agreement.

Conditions Precedent to Purchaser’s Performance. The obligations obligation of the Purchaser to consummate close the purchase of the Assets from Seller contemplated by transaction described in this Agreement under this Agreement are shall be subject to the satisfaction of all the following conditions set out in this Section 6.02. The 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 the Purchaser of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties or covenants under this Agreementprecedent: (a) all All the representations by the and warranties of Seller contained set forth in this Agreement, or in any written statement delivered to Purchaser pursuant to the Agreement, Agreement shall be true on and correct as of the date Effective Date and on the Closing Date, and Seller shall have complied with all covenants and agreements of this Agreement and the Closing;Seller set forth herein. (b) the Seller shall have performed tendered performance of all covenants and agreements and satisfied all conditions of its obligations required by this Agreement to be performed, complied with or satisfied;Agreement. (c) None of the Seller Sellers or any of the Property shall have timely delivered be subject to the Purchaser all schedules, documents, instruments, licenses and agreements required under this Agreement;any pending or threatened bankruptcy proceeding or similar proceeding at Closing. (d) Seller shall have executed and delivered to Purchaser, all transfer documents, instruments the owner of remainder of the mineral estate execute and other closing deliveries contemplated by Section 1.06 hereof; (e) Seller shall have furnished deliver at Closing a certificate, executed on behalf Surface Waiver and Designation of Seller, confirming Drill Site containing at least the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof; (f) Each Seller Entity shall have furnished to Purchaser following terms (i) certificates a two acre drill site in the north tract of the secretary of state Property; (ii) a two acre drill site in the south tract of the state Property; (iii) reasonable access to the drill sites; (iv) except for the designated drill sites and related access, a waiver and release of any right to use of the surface of the Property or any part thereof, or to enter the Subject Property within one thousand feet (1,000’) of the surface, for any purpose whatsoever, including but not limited to investigating, exploring, prospecting, or drilling for, and producing, saving and marketing the mineral estate underlying the Property; (v) In the event that any of the above conditions are not satisfied or waived in which each is incorporated, dated as of a date nor more than five (5) business days writing by Purchaser prior to the Closing DateClosing, attesting Purchaser may terminate this Agreement by delivery of written notice to the due incorporation, existence and good standing of each such Seller Entity, (ii) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than five (5) business days prior to on or before the Closing Date. In the event of termination pursuant to this section, of each Seller Entity’s Articles or Certificate of Incorporation together with all amendments, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent; (g) HSOA shall have obtained the written consent of its lender(s) to the transactions contemplated by this Agreement, and shall have entered into such agreements with its lender as are necessary or required to consummate the transactions contemplated hereby; (h) Laurus shall have released the Laurus Debt and its Liens on the Assets, and Laurus and HSOA shall have entered into the Release Agreement on terms and conditions satisfactory to HSOA and its Board of Directors; (i) There shall not have occurred any material adverse effect on the Assets, and there Xxxxxxx Money shall be no pending or threatened litigation affecting immediately refunded to Purchaser free of any Seller Entity or the Assets other than as disclosed on Schedule 3.08 of the claims by Seller’s Disclosure Schedule and existing on the date this Agreement is executed, or with respect to the transactions contemplated by this Agreement; (j) the RGA Stockholder Consent shall be subsisting and valid and not revoked; (k) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expired; (l) the Purchaser shall have received the Non-Compete, Non-Hire and Non-Solicitation Agreements duly executed by the Designated Employees; and (m) the Closing occurs no later than the Termination Date.