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

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing; (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

Conditions Precedent to the Buyer’s Obligations. The obligation In addition to the satisfaction or waiver of the contingencies specified in Paragraph 5, the obligations of the Buyer hereunder to purchase and pay for proceed with the Transferred Assets is Closing shall be subject to the satisfaction (or waiver by the Buyer) as of Seller on or prior to the Closing Date of each of the following conditionsconditions precedent: (ai) Each of the representations and warranties made by each of the Seller in this Agreement set forth herein shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to with the extent such representations same force and warranties relate to a specific date, in which case, such representations effect as though made on and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (bii) Each the Seller shall have performed or complied in all material respects with each obligation covenant and covenant required by this Agreement agreement to be performed or complied with by such Seller it hereunder on or before prior to the ClosingClosing Date; (ciii) No order title to the Property shall be free and clear of all liens and other claims which can be satisfied by the payment of money, including without limitation any mortgage liens, tax liens, municipal liens, mechanic's liens and materialmen's liens; (iv) there shall be no pending or injunction of threatened action by or before any court or administrative agency other tribunal seeking to restrain, prohibit or invalidate any of competent jurisdiction nor any statutethe transactions contemplated hereby or seeking monetary relief against the Buyer by reason of the consummation of such transactions, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction and there shall not be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyCourt Order which has such effect; (dv) No action, suit or other proceeding no event shall have been commenced against occurred and no condition shall exist which constitutes or, with the Buyer giving of notice or any Seller that would reasonably be expected the passage of time, or both, is likely to prevent constitute, a material adverse change in the Closing;value or utility of the Property; and (evi) Title to the applicable Properties to be purchased Seller shall have executed and sold at the Closing shall be delivered to the Buyer (A) a general warranty deed to the Property reasonably satisfactory in form and substance to the manner required under Buyer and its counsel, (B) an affidavit certifying that the Seller is not a "foreign person" as defined in Section 8.1; (f) The Buyer shall have received all 1445 of the applicable documents required to be delivered by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required EstoppelsInternal Revenue Code of 1986, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)amended.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets Business is subject to the satisfaction (or waiver by the Buyer) as of the applicable Closing of the following conditions: (a) Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the applicable Closing Date as though such representations and warranties were made on and as of the applicable Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred AssetsBusiness, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the applicable Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the applicable Closing that restrains or prohibits the transfer of the Transferred Assets Business or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the applicable Closing; (e) Title to the applicable Properties to be purchased and sold at the such Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSAClosings); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 3.6 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSAClosings).

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for any Property (and the Transferred Assets applicable Asset-Related Property) is subject to the satisfaction (or waiver by the Buyer) as of the each Closing of the following conditions: (a) Each of the representations and warranties made by each the applicable Seller in this Agreement with respect to the applicable Property shall be true and correct in all material respects when made and on and as of the applicable Closing Date as though such representations and warranties were made on and as of the such Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsDate; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing, in each case, in connection with the Property that is being transferred as of such Closing Date; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred applicable Assets or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall be pending which shall have been commenced against brought by any person or entity (other than the Buyer parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the applicable Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any Seller that would reasonably be expected to prevent the Closingother transaction contemplated hereby; (e) Title to the applicable Properties to be purchased and sold Property that is being transferred at the such Closing shall be delivered to the Buyer in the manner required under Section 8.16.3 and the Title Company is committed to issue the Title Policy to Buyer with respect to such Property subject only to payment of the premium therefor; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers Seller under Article VIV with respect to the Property being transferred at such Closing; (g) The In connection with the Xxxxxxxx Property, (i) there will exist no Event of Default, nor any actual, claimed or threatened event or circumstance which, with the passage of time, the giving of notice, or both, will constitute an Event of Default under the Xxxxxxxx Loan Documents and (ii) consent of the lender of the Xxxxxxxx Loan to an assumption by Buyer shall of the Xxxxxxxx Loan will have received the Tenant Estoppels (or Lease Required Estoppelsbeen obtained, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except which consent will not be conditioned upon any material changes to the extent such requirement has been waived by terms of the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Xxxxxxxx Loan; (h) The Title Company In connection with any Construction Project, Final Completion of the applicable Construction Project has occurred and Buyer and Seller shall be preparedhave agreed in writing to the dollar amount of the Punchlist Holdback, and irrevocably committedif applicable, to issue each applicable Title Policyas provided in Section 3.3(j); ; and (i) The Each Closing will occur within the time constraints provided in Section 2.4. Upon any Closing Date, the Buyer shall have received be entitled to terminate this Agreement if all of the Ground Lessor Estoppels required conditions set forth in this Section 4.2 with respect to the applicable Property are not satisfied by the applicable Closing Date (as the Closing Date may be extended pursuant to Section 3.7 this Agreement), the Escrow Agent shall return the Allocated Xxxxxxx Money to the Buyer for the unsold Properties, and upon such return, this Agreement shall be terminated and of no further force and effect (except for such provisions that expressly survive termination hereof); provided, however, that (a) if the failure of any such condition is the result of a default by Seller, the provisions of Article XI shall apply and (b) if the failure is a failure of the condition set forth in Section 4.2(e), then Seller shall reimburse Buyer for Buyer's Transaction Costs promptly upon presentation of paid third party invoices. For the avoidance of doubt, the parties acknowledge and agree that the conditions set forth in this Section 4.2 need not be satisfied for a Project until the applicable Closing Date for such Project, as set forth in Section 2.4 above. Notwithstanding the foregoing, if this Agreement is terminated prior to the extent such requirement has been waived closing of the purchase and sale of all of the Properties hereunder for any reason other than a default by the Buyer in order to accommodate Serial Closings pursuant hereunder, then Seller shall pay Buyer an aggregate breakup fee equal to the Master PSAsum of the Allocated Breakup Fees for each Property for which the Closing had actually occurred prior to such termination (the “Breakup Fee”); provided that no Breakup Fee shall be payable if the termination of this Agreement occurs after the Closing of the purchase and sale of both the Xxxxxx Property and the 1160 Xxxxxxx Property.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer to purchase and pay for consummate the Transferred Assets is transactions contemplated by this Agreement are subject to the fulfillment or satisfaction (or waiver by the Buyer) as ), prior to or at the Closing, of the Closing each of the following conditionsadditional conditions precedent: (a) Each of the The representations and warranties made by each Seller of the Company and the Sellers set forth in this Agreement that are not qualified by reference to materiality, Material Adverse Effect or similar words shall be true and correct in all respects material respects, and the representations and warranties of the Company and the Sellers contained in this Agreement that are qualified by reference to materiality, Material Adverse Effect or similar words shall be true and correct in all respects, in each case as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (date hereof, except to the extent such representations and warranties expressly relate to a specific date, an earlier date (in which case, case such representations and warranties shall be true and correct in all material respects as of such specific earlier date), except for breaches in each case giving effect to any amendments or inaccuracies that would not reasonably be expected supplements delivered pursuant to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of Section 7.8. The Company and the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation all obligations and covenant covenants required by this Agreement to be performed or complied with by such Seller on or before the Company and the Sellers by the time of the Closing;. The Company shall have delivered to the Buyer the Company Officer’s Certificate confirming the foregoing, which shall be dated as of the Closing Date and signed by an authorized officer of the Company. (b) There shall have been no amendments or supplements to the Company’s and Sellers’ representations and warranties delivered pursuant to Section 7.8 (i) the subject matter of which, individually or in the aggregate, could reasonably result in the expenditure by the Target Companies or Buyer, or incurrence of liabilities or obligations by the Target Companies or Buyer, of $500,000 or more, or, (ii) if the subject matter of such amendments or supplements is not reasonably quantifiable, which, individually or in the aggregate, could materially adversely affect the Target Companies or the transactions contemplated hereby. (c) No order There shall not have occurred any event or injunction condition that has had a Material Adverse Effect since the date of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;this Agreement. (d) No action, suit or other proceeding All of the third party consents specified in Schedule 7.7 above shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;obtained. (e) Title to Simultaneously with the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;Closing: (fi) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required EstoppelsEscrow Agreement in form and substance as set forth in Exhibit F attached hereto, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived executed by the Buyer in order to accommodate Serial Closings pursuant to Sellers and the Master PSA)Escrow Agent; (hii) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The the Buyer shall have received the Ground Lessor Estoppels required pursuant to other deliverables as described in Section 3.7 2.3(a); and (except to iii) the extent such requirement has been waived transactions contemplated by the Financing Commitments shall have closed on the terms and conditions described in such Financing Commitments and the Buyer shall have obtained financing on terms described in order the Financing Commitments (or replacement financings which provide sufficient funds to accommodate Serial Closings pursuant enable the Buyer to consummate the Master PSAtransactions contemplated hereby).

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for any Property (and the Transferred Assets applicable Asset-Related Property) is subject to the satisfaction (or waiver by the Buyer) as of the each Closing of the following conditions: : (a) Each of the representations and warranties made by each the applicable Seller in this Agreement with respect to the applicable Property shall be true and correct in all material respects when made and on and as of the applicable Closing Date as though such representations and warranties were made on and as of the such Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; Date; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing; , in each case, in connection with the Property that is being transferred as of such Closing Date; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred applicable Assets or the consummation of any other transaction contemplated hereby; ; (d) No action, suit or other proceeding shall be pending which shall have been commenced against brought by any person or entity (other than the Buyer parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the applicable Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any Seller that would reasonably be expected to prevent the Closing; other transaction contemplated hereby; (e) Title to the applicable Properties to be purchased and sold Property that is being transferred at the such Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The 6.3 and the Title Company is committed to issue the Title Policy to Buyer shall have received all with respect to such Property subject only to payment of the applicable documents required to be delivered by the Sellers under Article VI; premium therefor; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

Conditions Precedent to the Buyer’s Obligations. The Buyer’s obligation of to consummate the Buyer to purchase and pay for the Transferred Assets is transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Buyer) as fulfillment of the Closing each of the following conditions, any one or more of which may be waived in writing by the Buyer: (a) Each of The Sellers and the Selling Stockholders shall have performed in all material respects their obligations under this Agreement required to be performed on or prior to the Closing Date pursuant to the terms hereof; (b) The representations and warranties made by each Seller of the Sellers contained in this Agreement that are not qualified by materiality shall be true and correct in all respects as of material respects, and the Closing Date as though such representations and warranties were made of the Sellers set forth in this Agreement that are qualified by materiality shall be true and correct, on and as of the Closing Date (except irrespective of any notice delivered to the extent such representations Buyer after the date hereof), and warranties relate to a specific date, in which case, such representations and warranties shall be deemed made as of the Closing Date (other than representations and warranties that are expressly made as of a specified date, which shall be true and correct in all respects as of such specific specified date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse with the same force and effect as though such representations and warranties had been made on the financial condition or results of operations and as of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the ClosingDate; (c) No order or injunction of There shall not have occurred after the date hereof any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated herebyMaterial Adverse Effect; (d) No action, suit or other proceeding The Buyer shall have been commenced against received a certificate of an executive officer of the Buyer or any Seller that would reasonably be expected Sellers, dated as of the Closing Date, certifying to prevent the Closingfulfillment of the conditions set forth in clauses (a), (b) and (c) above; (e) Title to the applicable Properties to be purchased and sold at The Buyer shall have received certificates, dated the Closing shall be delivered to Date, duly executed by the Buyer in Secretary or an Assistant Secretary of the manner required under Section 8.1Sellers certifying as to: (i) an attached copy of the resolutions of the Board of Directors (or a duly authorized committee) of the Sellers authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and stating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; and (ii) the incumbency, authority and specimen signature of each officer of the Sellers, executing this Agreement or any other document or instrument contemplated hereby; (f) The Buyer shall have received all a certificate certifying as to the Sellers’ organization, valid existence and good standing as a domestic limited liability company or corporation, as applicable, in the state of its incorporation as of a date no more than five days prior to the applicable documents required to be delivered by the Sellers under Article VIClosing Date; (g) The Buyer shall have received from Schaneville & Xxxxxxxx, counsel for the Tenant Estoppels (or Lease Required EstoppelsSellers, an opinion dated the Closing Date substantially in the form attached hereto as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Exhibit D; (h) The Title Company Any material approvals and consents from all third parties, including Authorities, necessary or required to complete the transactions contemplated hereby or to retain the rights of the Business after such completion (including with respect to the Contracts, Permits and other items on Schedule 3.4 with such approval or consent to remain in effect for the benefit of the Business following consummation of the transactions contemplated hereby on the same terms as in effect prior to the Closing) shall be preparedhave been obtained, and irrevocably committed, to issue each applicable Title Policy; andsuch approvals and consents shall not have expired or been withdrawn as of the Closing Date and all waiting periods specified by law the passing of which is necessary for the consummation of such transactions shall have passed or been terminated; (i) The Buyer shall have received completed its legal, financial and business due diligence which shall have revealed no breach of any representation or warranty of the Ground Lessor Estoppels required pursuant to Section 3.7 (except Sellers contained herein and the Buyer shall be reasonably satisfied with all due diligence materials not disclosed prior to the extent delivery of the disclosure schedules as set forth in Section 6.1(s); (j) The Sellers shall have duly executed and delivered the Transaction Documents; (k) The Buyer shall have received from Xxxxx Xxxxxxxxxxx the executed Employment Agreement; (l) No order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, promulgated, enforced or threatened by any Authority which restrains, prohibits or prevents the consummation of the transactions contemplated hereby or seeks monetary relief by reason of the consummation of such requirement has been waived by transactions; (m) The Sellers and the Selling Stockholders shall have duly executed and delivered Releases; (n) The Buyer shall have completed a physical inventory and review of the Purchased Assets no later than March 20, 2004 such that (i) all scheduled Purchased Assets are owned and on site and free and clear of any Encumbrances and (ii) the Inventory shall have a net realizable value in order excess of $530,000 (based upon the ability to accommodate Serial Closings pursuant to sell such Inventory in the Master PSA)ordinary course of business within the next 180 days) as of the Closing Date and (iii) the tangible assets of the Sellers shall have a net book value of $1,598,555 (which assets shall be valued consistent with past practice) as of December 31, 2003.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer to purchase and pay for perform this Agreement at the Transferred Assets is Closing are subject to the satisfaction (following conditions precedent which shall be fully satisfied at or waiver before the Closing, unless waived in writing by the Buyer) as of the Closing of the following conditions:. (a) Each 8.1 All of the representations and warranties made by each Seller in this Agreement of the Sellers herein contained shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were if made on and as of the Closing Date (except to the extent that any such representations representation and warranties relate warranty, by its terms, relates to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific stated date), except for breaches or inaccuracies that would not reasonably be expected to and the Buyer shall have received a material adverse effect on the financial condition or results certificate from a duly authorized officer of operations each of the Transferred AssetsSellers, taken as a wholedated the Closing Date, or impair or delay the ability to such effect. 8.2 Each of the Sellers to consummate the transactions contemplated by this Agreement agreements or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on the Sellers or the Stockholder at or before the Closing; (c) No order Closing shall have been duly performed or injunction complied with, and the Buyer shall have received a certificate from a duly authorized officer of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as each of the Sellers and the Stockholder, dated the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;Date, to such effect. (d) 8.3 No action, suit or other proceeding shall have been commenced against instituted by a governmental agency or any other third party (a) to prohibit or restrain the sale contemplated by this Agreement or otherwise challenge the power and authority of the parties to enter into this Agreement or to carry out their obligations hereunder or the legality or validity of the sale contemplated by this Agreement, or (b) which would have a materially adverse effect on the conduct of an automobile dealership business by the Buyer at any of the Real Property. 8.4 The Inventory shall have been completed. 8.5 The Sellers shall have furnished to the Buyer (a) evidence to the reasonable satisfaction of the Buyer and its counsel with respect to the corporate organization and existence of the Sellers, and (b) UCC-11 search reports or other evidence reasonably satisfactory to the Buyer and its counsel that the Assets are free and clear of all Encumbrances. 8.6 Each of the Sellers shall have furnished to the Buyer a copy of the resolutions duly adopted by such Seller's Board of Directors and the Stockholder authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an authorized officer of such Seller as of the Closing Date. 8.7 As of the Closing Date, there shall not have been any fire, accident or other casualty or any Seller labor disturbance, civil commotion, riot, act of God or the public enemy, or any change in the Businesses or the Assets or which would have a material adverse effect on the conduct of an automobile dealership business using the Assets at any of the Real Property or which would interfere with the use by the Buyer of such Assets in connection with the conduct of an automobile dealership business at any of the Real Property. 8.8 The Buyer shall have been licensed as a Motor Vehicle Dealer under applicable Florida motor vehicle dealer registration laws and shall have obtained all other authorizations, consents, licenses and permits from applicable governmental agencies having or asserting jurisdiction, which the Buyer deems necessary or appropriate to conduct business as an automobile dealer at the Real Property; provided, however, this Section 8.8 shall only be a condition to the Buyer's obligations so long as the Buyer is using its reasonable best efforts to obtain such authorizations, consents, licenses and permits. 8.9 The Sellers shall have obtained all other authorizations, consents and approvals from third persons and entities as are required to assign those contracts and leases that would reasonably be expected to prevent are included in the Liabilities at the Closing;. (e) Title 8.10 The Sellers shall have transferred to the applicable Properties to be purchased Buyer certificates of title or origin for all New Vehicles, Demonstrators and sold at Used Vehicles, and all of their respective registration lists, owner follow-up lists and service files on hand as of the Closing Date with respect to the Businesses. 8.11 The Sellers shall be have terminated in writing the Sellers' respective Dealer Agreements with the Manufacturers. 8.12 The Sellers and the Stockholder shall have executed, as appropriate, and delivered to the Buyer the Bills of Sale, other documents of transfer of title contemplated hereby and any and all other documents necessary or desirable in connection with the manner transfer of the Assets, which documents shall warrant title to the Buyer consistent with this Agreement and shall in all respects be in such form as may be reasonably required by the Buyer and its counsel. 8.13 Each of the Manufacturers shall have approved the Buyer or the Buyer's affiliate as an authorized dealer at each parcel of the Real Property and O. Xxxxxx Xxxxx or O. Xxxxxx Xxxxx'x designee, as the authorized Dealer Operator, and the respective Manufacturers shall have executed Dealer Agreements on terms which are not less favorable to the Buyer than the respective Dealer Agreements of the Sellers. 8.14 All conditions to Buyer's obligations under Section 8.1;the Real Property Purchase Agreements shall have been satisfied or fulfilled unless waived in writing by the Buyer hereunder. (f) 8.15 The Buyer shall have received all an opinion of the applicable documents required Xxxx Xxxx & Xxxx, counsel to be delivered by the Sellers under Article VI;and the Stockholder, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer and its counsel. (g) 8.16 The Buyer shall have received the Tenant Estoppels (or Lease Required EstoppelsNon-Competition Agreement, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived duly executed by the Buyer in order to accommodate Serial Closings pursuant to parties thereto other than the Master PSA); (h) The Title Company shall be preparedBuyer, and irrevocably committedthe Employment Agreement, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived duly executed by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).Xxxxxx X.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer Buyers to purchase and pay for complete the Transferred Assets is Closing under this Agreement are, at the Parent’s option, subject to the satisfaction (or waiver by the Buyer) as of the Closing each of the following conditions: (a) Each of the All representations and warranties made by each Seller of the Sellers contained in this Agreement that are not qualified with any “material” or “Material Adverse Effect” qualifiers shall be true and correct in all material respects as of and at the Closing Date with the same effect as though such if said representations and warranties were had been made on and as of the Closing Date (except to the extent such Closing, and all representations and warranties relate to a specific date, of the Sellers contained in which case, such representations and warranties this Agreement that are qualified with any “material” or “Material Adverse Effect” qualifiers shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse and at the Closing with the same effect as if said representations and warranties had been made on the financial condition or results of operations and as of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;Closing. (b) Each Seller The Sellers shall have performed or and complied in all material respects with each obligation all agreements, terms and covenant conditions required by this Agreement to be performed or and complied with by such Seller the Sellers on or before the Closing;. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as Each of the Closing that restrains or prohibits Seller’s shall have delivered to the transfer Buyers the Assignment and Assumption Agreement/Xxxx of Sale in the form attached hereto as Exhibit F (the “Xxxx of Sale”) and such other assignments, instruments and documents as the Buyers shall reasonably request for the purpose of perfecting the title of the Transferred Assets or Buyers in the consummation of any other transaction contemplated hereby;Assets. (d) No actionThe Sellers shall have delivered to the Buyers copies of (i) all Governmental Approvals required to be obtained by the Sellers in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, suit or (ii) Consents for Contracts constituting not less than 65% of the number of Contracts equal to not less than 80% of the annual contract value for maintenance and not less than 80% of the amount of royalties reflected on the royalty schedule as reflected in Schedule 5.3(d) as of June 30, 2003, which Consents shall be in form and substance reasonably satisfactory to the Parent, and (iii) all other proceeding Consents required to be obtained in order to consummate the sale and transfer of the Assets pursuant to this Agreement and the consummation of the other transactions contemplated hereby. (e) This Agreement and the transactions contemplated herein shall have been commenced against approved by the Buyer requisite vote or any Seller action of the directors of each of the Sellers under Applicable Law and such Seller’s Governing Documents. (f) No event or condition shall have occurred that would has had or could reasonably be expected to prevent the Closing;have a Material Adverse Effect. (eg) Title Each of the Sellers and the other Persons listed on Schedule 4.5 shall have executed and delivered to the Parent the Non-Competition Agreements. (h) SSH Finland shall have executed and delivered to the Finland Buyer the Operational Infrastructure and Office Space Agreement in the form attached hereto as Exhibit G (the “Office Agreement”) and the Sellers shall have executed and delivered to the Buyers the License Agreement and the Escrow Agreement. (i) (A) SSH Finland shall have entered into and executed a consulting agreement with the Parent in the form attached hereto as Exhibit H-1 (the “Ylonen Consulting Agreement”), and (B) SSH Finland shall have entered into and executed a consulting agreement with the Parent in the form attached hereto as Exhibit H-2 (the “Rossi Consulting Agreement” and collectively with the Ylonen Consulting Agreement, the “Consulting Agreements”). (j) All Key Employees and at least 80% of the Transferred Employees other than the Key Employees shall have delivered to the applicable Properties to be purchased Buyer a written acceptance of employment with such Buyer. (k) Each of the Finland Transferred Employees accepting employment with the Buyers shall have executed and sold at the Closing shall be delivered to the Buyer Buyers the form of Finland Employment Agreement in the manner required under Section 8.1;form attached hereto as Exhibit I, each of the Transferred Employees who are Japan Employees and accepting employment with the Buyers shall have executed and delivered to the Buyers the form of Japan Employment Agreement and Release in the form attached hereto as Exhibit J (or in such shorter form as Buyers may provide prior to Closing, provided that such form is reasonably acceptable to the Sellers), and each of the Transferred Employees who are California Employees shall have executed and delivered to the Buyers the form of Non-Disclosure, Conflict of Interest, Intellectual Property and Non-Solicitation Agreement in the form attached hereto as Exhibit K-1 (in the event such employees are offered employment in California) or the form of Non-Disclosure, Conflict of Interest, Non-Competition, Intellectual Property and Non-Solicitation Agreement in the form attached hereto as Exhibit K-2 (in the event such employees are offered employment in a state other than California). (fl) [Intentionally Omitted]. (m) The Buyer Sellers shall have received paid all of the applicable documents Taxes required to be delivered paid by the Sellers under Article VI;Section 4.17 hereof and discharged and satisfied in full all amounts owing to any employee of the Sellers under Section 4.6 and Section 4.8 hereof. (gn) Each Seller shall have delivered to the Buyers at the Closing a certificate executed by its President, dated the date of the Closing, to the effect that the conditions set forth in this Section 5.3 have been satisfied. (o) Counsel to each of the Sellers shall have delivered to the Buyers a legal opinion dated the Closing Date in the form attached hereto as Exhibit L (the “Seller Legal Opinions”). (p) The Buyer Parent shall not have received discovered, in the Tenant Estoppels (or Lease Required Estoppelscourse of its ongoing investigation of the Business, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except information not previously disclosed to the extent such requirement has been waived by the Buyer in order Buyers that could reasonably be expected to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)a Material Adverse Effect.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer to purchase and pay for the Transferred Assets is under this Agreement are subject to the satisfaction following conditions (any of which may be waived in writing in whole or waiver in part by the Buyer) as of the Closing of the following conditions:): (a) Each There shall not have been any breach of the representations representations, warranties, covenants and warranties made by each agreements of the Seller contained in this Agreement shall be true or the Schedules hereto and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in at all respects times on or before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;some other time. (b) Each The Seller shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by such Seller on it prior to or before at the Closing;Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Buyer shall be in effect as have received a certificate dated the date of the Closing and signed by the Seller, certifying that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;conditions specified in subsections (a) and (b) above have been fulfilled. (d) No action, suit or other proceeding The Buyer shall have received a certificate dated the date of the Closing and signed by the Seller, certifying that there has been commenced against no material adverse change in the Buyer or any Seller that would reasonably be expected to prevent Assets since the Closing;Signing Date. (e) Title to the applicable Properties to be purchased The Seller shall have obtained and sold at the Closing shall be delivered to the Buyer in any required consents or approvals of any other third parties whose consent is required to the manner required under Section 8.1;transactions contemplated hereunder. (f) The Buyer shall have received all a written opinion of counsel for the Seller dated as of the applicable documents required to be delivered by Closing Date, in the Sellers under Article VI;form of Exhibit 12(f) hereto. (g) The Buyer shall have received a xxxx of sale or bills of sale and documentation and such other good and sufficient instruments of transfer and conveyance as, in the Tenant Estoppels (or Lease Required Estoppelsreasonable opinion of counsel to the Buyer shall be effective to vest in the Buyer good and valid title to the Assets, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);herein provided. (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except originals or certified copies, reasonably satisfactory in form and substance to the extent Buyer, of all such requirement has been waived partnership documents of the Seller as the Buyer shall reasonably require, including without limitation the following: (i) The Certificate of Formation of the Seller and all amendments thereto and restatements thereof certified as of a recent date by the Secretary of State of the State of Colorado. (i) The By-laws of the Seller and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of the Seller; (ii) Certificate of existence of the Secretary of State of the State of ______ certifying as of a recent date that the Seller exists under the laws of its state of formation; (j) The Buyer shall have received certified resolutions of the Seller's Managing Partner authorizing the transactions contemplated by this Agreement. (k) The Buyer shall have completed its due diligence review to its satisfaction. (l) The Buyer shall have received assumption and assignment agreements for each agreement requiring such agreement to be executed in order to be assigned and such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance satisfactory to Buyer, as shall be effective to vest in the Buyer good and marketable title to the Assets to put the Buyer in order actual possession and operating control thereof and to accommodate Serial Closings pursuant assist the Buyer in exercising all rights with respect thereto. (m) The Buyer shall have received Seller's financial information as deemed relevant by CNSV accounting, legal and audit advisors. (n) There shall not have occurred any material change in the Assets or their fitness for use, as of the Closing Date. (o) The Buyer shall have received all documents required to be delivered to the Master PSA)Buyer under any other provision of this Agreement. (p) The Buyer shall have received a Certificate of Incumbency identifying the officers and directors of the Seller immediately before Closing.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsDate; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred applicable Assets or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall be pending which shall have been commenced against brought by any person or entity (other than the Buyer parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the applicable Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any Seller that would reasonably be expected to prevent the Closingother transaction contemplated hereby; (e) Title to all of the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) Seller have prepaid, defeased or otherwise satisfied any Seller’s Other Loans to the extent encumbering the Properties or the Seller’s ability to consummate the transaction contemplated by this Agreement. (g) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;. (gh) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Seller Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)3.4.

Conditions Precedent to the Buyer’s Obligations. The obligation ----------------------------------------------- obligations of the Buyer to purchase and pay for the Transferred Assets is under this Agreement are subject to the satisfaction (or waiver following conditions which may be waived by the Buyer) as of the Closing of the following conditions: (a) Each There shall not have been any breach of the representations representations, warranties, covenants and warranties made by each Seller agreements of the Sellers or the Corporation contained in this Agreement shall be true or the Schedules and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except Exhibits hereto, subject to the extent such representations terms and warranties relate to a specific dateconditions of Section 6(a) of this Agreement, in which case, and all such representations and warranties shall be true at all times on and correct in all respects before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;some other time. (b) Each Seller The Sellers and the Corporation shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by such Seller on them prior to or before at the Closing;Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to Snow Xxxxxx Xxxxxx P.C., counsel for the Buyer. (c) No order The Buyer shall have received certificates dated the Closing Date and signed by the Sellers and the Corporation, certifying that there has been no material adverse change in the condition (financial or injunction of any court otherwise), business, assets, liabilities or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as earnings of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;Corporation. (d) No action, suit or other proceeding The Buyer shall have received certificates dated the Closing Date and signed by the Sellers and the Corporation, certifying that the conditions specified in subsections (a), (b) and (c) above have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;fulfilled. (e) Title to The Corporation and the applicable Properties to be purchased Sellers shall have obtained and sold at the Closing shall be delivered to the Buyer in any required consents or approvals of any third parties whose consent is required to the manner required under Section 8.1;transactions contemplated hereunder. (f) The Buyer shall have received originals or certified copies, reasonably satisfactory in form and substance to the Buyer, of all such corporate documents of the applicable documents required to be delivered Corporation as the Buyer shall reasonably require, including without limitation the following: (i) the Certificates of Incorporation of EFB and GWB and all amendments thereto and restatements thereof certified as of a recent date by the Sellers Secretary of State of Oregon with respect to EFB and appropriate authorities of the territory of Guam with respect to GWB; (ii) the By-laws of EFB and GWB and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of EFB and GWB, respectively; (iii) certificate of existence of the Secretary of State of Oregon, certifying as of a recent date that EFB is in existence under Article VIthe laws of that State and evidence from the territory of Guam with respect to GWB as to its good standing under the laws of Guam; (iv) copies of the minutes and resolutions of the Board of Directors and stockholders of EFB and GWB showing the authorization and approval by such Boards of the execution and delivery by EFB and GWB to the Buyer of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of EFB and GWB under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of EFB and GWB; and (v) a certificate of incumbency identifying the officers and directors of EFB and GWB immediately before Closing. (g) The Buyer shall have received a written opinion of counsel for the Tenant Estoppels (or Lease Required EstoppelsSellers and the Corporation dated as of the Closing Date, as applicablein the form of EXHIBIT 9(g) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);hereto. (h) The Title Company Corporation and the Sellers shall be prepared, have executed and irrevocably committed, delivered to issue each applicable Title Policy; andthe Buyer an assignment or consent to all of the leases described in SCHEDULE 4(k). (i) The Sellers shall have executed and delivered to the Buyer the assignment or endorsement in favor of the Buyer of coverage under the insurance policies maintained by the Sellers covering the Corporation described to in SCHEDULE 4(q) to this Agreement. (j) The Buyer shall have received from the Ground Lessor Estoppels required Sellers pursuant to Section 3.7 3(c) above, an agreement in the form of EXHIBIT 3(c) attached hereto, whereby the Sellers agree, for the period ending the later of (except i) March 31, 2002, or (ii) three years from the date the Seller ceases to be an employee of the extent such requirement has been waived by Corporation, not to compete with the Buyer in order selling any products to accommodate Serial Closings pursuant customers of the Corporation as existing on the date each of the Sellers ceases to be an employee of the Master PSA)Corporation or the Buyer. Such agreement shall be reasonably satisfactory in form and substance to counsel for the Buyer. (k) The Corporation shall have arranged for the Buyer, at its option, to assume the Corporation's Bank Line of Credit.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets Asset on the Closing Date is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by each the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were also made on and as of the Closing Date (except to the extent Date, unless such representations and warranties relate to representation or warranty is made expressly as of a specific date, in which case, case such representations and warranties representation or warranty shall be true and correct in all material respects as of such specific date), except for breaches or inaccuracies that would not reasonably date and shall be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated updated by this Agreement or Seller through the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;Date. (b) Each The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such the Seller on or before the Closing;. Seller shall deliver notice to Buyer at Closing pursuant to Section 3.2(r) if there are any necessary updates to Seller’s representations and warranties. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby;. (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing; (e) Title to the applicable Properties to be purchased and sold at the Closing Property shall be delivered to the Buyer in the manner required under Section 8.1;Article VIII. (fe) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers Seller under Article VI;Section 6.2. (gf) The Seller shall have delivered to Buyer tenant estoppel certificates from Tenants under Leases demising at least sixty-five percent (65%) of the Tenant Occupied Square Footage (the estoppel certificates from Tenants under Leases demising at least sixty five percent (65%) of the Tenant Occupied Square Footage are collectively referred to herein as “Required Estoppels”). Buyer shall have received no right to object (and this closing condition shall be deemed to have been satisfied) if Seller delivers to Buyer any Required Estoppels which are substantially in the form of Exhibit B-1 attached hereto, or such other form as is provided in the Lease for the applicable Tenant (subject to (i) non-material modification thereof, (ii) such Tenant making note of items which constitute Permitted Exceptions or items which Seller otherwise agrees to discharge, (iii) modifications thereof to conform the same to the applicable Lease or other information delivered to Buyer prior to the Effective Date and (iv) such Tenant limiting its statements "to tenant's knowledge" or words of similar import) . For avoidance of doubt, if a Tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on the form attached as Exhibit B-1, then Buyer shall accept any modifications made to such form of estoppel certificate to the extent that such modifications to such form are consistent with the minimum requirements set forth in the applicable Lease (it being understood by Buyer that a Tenant shall not be required to make any certifications not specifically enumerated in the applicable Lease estoppel requirements even if the applicable Lease requires the Tenant to certify to any additional items "reasonably requested" or words of similar import). In addition, Buyer shall have no right to object to a estoppel certificate (i) which references a general condition statement such as "we reserve all rights" or words of similar import or (ii) which references Tenant defaults or breaches or other matters described in Section 3.2(n), provided that any such estoppel certificate that references a default, breach or other adverse matter shall not limit the Buyer’s rights hereunder for any misrepresentation or default by Seller hereunder. In the event all Required Estoppels have not been obtained by the Closing Date and Buyer has not waived the condition to closing contained in this Section 5.2(f), Seller shall be entitled to one or more adjournments of the Closing Date, not, exceeding 60 days in the aggregate with all other adjournment rights contained in this Agreement, in order to obtain any Required Estoppels that have not theretofor been obtained by Seller. Notwithstanding anything to the contrary in this Section 5.2(f), if Seller is unable to obtain all of the Required Estoppels from Tenants under Leases demising at least sixty-five percent (65%) of the Tenant Occupied Square Footage as of the Closing Date (whether before or Lease after any adjournments permitted under this Section 5.2(f)), Seller may (but shall not be obligated to) deliver certificates executed by Seller in the form attached as Exhibit B-2 hereto (each, a “Seller Estoppel”) for such number of Leases required to satisfy the Required Estoppel condition. In addition, Seller shall be released from any liability with respect to any Seller Estoppel upon the delivery to Buyer of an executed Required Estoppel from such Tenant for which the Seller has delivered such Seller Estoppel. If Seller elects to adjourn the Closing one or more times in order to obtain the Required Estoppels, the Closing shall occur five (5) Business Days after Seller obtains such Required Estoppels or elects to deliver Seller Estoppels as applicable) and/or Sellers’ Estoppel Certificates required pursuant to provided above. The conditions set forth in this Section 3.4 (except 5.2 are solely for the benefit of Buyer and may be waived, in writing, only by Buyer. Buyer shall, at all times prior to the extent such requirement has been waived by termination of this Agreement, have the Buyer in order right to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)waive any of these conditions.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets Portfolio is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsMaterial Adverse Effect; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Portfolio or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing; (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (fe) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; (gf) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSABuyer); (hg) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (ih) The Buyer shall have received the Ground Lessor Consents and Estoppels required pursuant to Section 3.7 3.6 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSABuyer).

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer and its Affiliates to consummate the purchase of the JO Securities, the Janesville Securities, the Janesville Mexico Securities and pay for the Transferred Assets is Servicios Securities and the other transactions contemplated by this Agreement are subject to the satisfaction as of the Closing (or waiver by the Buyer, in its sole discretion) as of the Closing each of the following conditions: (a1) Each Except for the Selected Seller Representations, each of the warranties and representations and warranties made by each Seller of the Sellers set forth in this Agreement shall have been true and correct on and as of the date hereof and shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (and except to the extent that those warranties and representations which address matters as of or for a particular date or time period shall remain so true and correct only as of such representations and warranties relate to a specific datedate or for such time period), except, in which each case, for such inaccuracies of warranties and representations which, individually or in the aggregate, do not constitute and warranties could not reasonably be expected to have a Seller Material Adverse Effect. The Selected Seller Representations shall have been true and correct in all respects on and as of the date hereof and shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (and except that those Selected Seller Representations which address matters as of or for a particular date or time period shall remain so true and correct only as of such specific datedate or for such time period). (2) The Sellers and their respective Affiliates (including the Target Companies) shall have performed and complied with, except for breaches or inaccuracies that would not reasonably be expected to have a in all material adverse effect on the financial condition or results of operations respects, each of the Transferred Assets, taken as a whole, or impair or delay the ability respective covenants and other agreements of the Sellers contained in this Agreement (other than those covenants and agreements set forth in Section 6.4) required to consummate be performed by them on or prior to the Closing Date. (3) The Sellers shall have delivered to the Buyer a certificate dated the Closing Date and signed by the Sellers stating that the conditions set forth in Section 3.2(a) and Section 3.2(b), above, have been satisfied as of the Closing Date (the “Seller Closing Certificate”). The statements contained in the Seller Closing Certificate shall be a warranty of the Sellers which shall survive the Closing for the period provided in Article X, below. 20762941.9 (4) No Order (whether temporary, preliminary or permanent) by any Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby shall have been issued and be continuing in effect, and no Legal Requirement shall have been enacted, issued, entered, promulgated or enforced by any Governmental Body that prohibits or makes illegal consummation of the transactions contemplated by this Agreement and shall continue to be in effect. (5) There shall have been no Seller Material Adverse Effect. (6) The Janesville Distribution shall have been completed. (7) The Sellers shall have delivered to the Buyer each of the following: (a) original stock certificates (as applicable) representing the JO Securities and the Janesville Securities duly endorsed in blank, and the Minority Janesville Mexico Securities duly endorsed in property (endoso en propiedad) in favor of Buyer Minority Purchaser, or such other good and sufficient instruments of transfer to vest in: (x) Buyer New BV2 all right, title and interest in and to the Closing Documents or otherwise perform their respective obligations under this Agreement or JO Securities; (y) Buyer US Newco all right, title and interest in and to the Closing DocumentsJanesville Securities; and (z) Buyer Minority Purchaser all right, title and interest in and to the Minority Janesville Mexico Securities; (b) Each Seller shall have performed or complied original of the entry in all material respects with each obligation and covenant required the Stock Registry Book (Libro de Registro de Acciones) of Janesville Mexico evidencing the transfer of the Minority Janesville Mexico Securities by this Agreement JIH to be performed or complied with by such Seller on or before the ClosingBuyer Minority Purchaser; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as original of the Closing that restrains or prohibits entry in the Partners’ Registry Book (Libro de Registro de Socios) of Servicios evidencing the transfer of the Transferred Assets or Servicios Securities by the consummation Sellers to Buyer NewBV 2 and Buyer Minority Purchaser pursuant to the terms and conditions of any other transaction contemplated hereby;this Agreement; 20762941.9 (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing; (e) Title an amendment to the applicable Properties Contribution Agreement by and between JI and JO dated March 31, 2019, which amendment assigns to be purchased JO the unregistered Intellectual Property used by or held for use in the Business and sold at the Closing shall be delivered all proprietary material and fiber blends, formulae and processes used in or relating to the Buyer in Business, including the manner required under Section 8.1; Owned Intellectual Property and following software license agreements: (f1) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; Factory Talk View ME Software, (g2) The Buyer shall have received the Tenant Estoppels FT View Studio for ME E Nsfw, (or Lease Required Estoppels3) PanelView Accessory (serial numbers 2301099664 and 2301101086), as applicable(4) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 RSLogix 500 Standard Edition Software (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be preparedserial numbers 1012044730, 10122490047, and irrevocably committed1012509384), to issue each applicable Title Policy; and (i5) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 RSLogix 5000 Design and Config sfw, (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA6) RSLogix 5000 Mini Edition Software, (7) RSLogix 5000 Standard Edition Software, (8) RSLogix Architect Software, (9) RSLogix Emulate 5000, (10) RSNetworx For Controlnet, (11) RSNetworx For DeviceNet, (12) RSNetworx For Ethernet/Ip, (13) Studio 5000 Professional Edition EN S/W, (14) Studio 5000 Software, (15) Studio 5000 ver 31 (serial numbers 1203161349 and 1203194644)., (16) SiemensNX, (17) Campfire, (18) Auto CAD, (19) Solidwords, and (20)

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations Seller General Representations and warranties made by each Seller in this Agreement Property Representations shall be true and correct in all respects when made and on and as of the Closing Date as though such representations Seller General Representations and warranties Seller Property Representations were made on and as of the Closing Date (not giving any effect to any “material” or “material adverse effect” or other similar qualifiers contained therein), except where the failures of the Seller General Representations and Seller Property Representations to be true and correct would not, individually or in the aggregate, reasonably be expected to result in a Loss (as determined in accordance with Section 11.8 below) to the extent such representations and warranties relate to a specific date, Buyer in which case, such representations and warranties excess of $5,000,000; (b) Each of the DDR Representations shall be true and correct in all respects when made and on and as of the Closing Date as though such specific dateDDR Representations were made on and as of the Closing Date (not giving any effect to any “material” or “material adverse effect” or other similar qualifiers contained therein), except for breaches where the failures of the DDR Representations to be true and correct would not, individually or inaccuracies that would not in the aggregate, reasonably be expected to have result in a material adverse effect on Loss (as determined in accordance with Section 11.8 below) to the financial condition or results Buyer in excess of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing$5,000,000; (c) There exists no continuing Seller Event of Default as of the Closing Date; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing; (e) Title to all of the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VIVI and the Title Companies shall be irrevocably committed to issue the Title Policies (subject only to the payment by the Buyer of the applicable title insurance premiums and other related charges); (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);3.4; and (h) The Title Company shall be preparedSubject to the Buyer timely and fully performing its covenants under Section 4.2, and irrevocably committed, to issue each applicable Title Policy; and (i) The the Buyer shall have received obtained the Ground Lessor Estoppels required pursuant to Section 3.7 (except Loan Assumption Consents and the Loan Assumption Documents shall have been executed by the Assumed Loan Lender Parties in form and substance reasonably satisfactory to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Buyer.

Conditions Precedent to the Buyer’s Obligations. The obligation of Buyer's obligations to consummate the Buyer to purchase and pay for the Transferred Assets is Contemplated Transactions are subject to the satisfaction (and occurrence, on or waiver by before the Buyer) as Closing, of the Closing each and all of the following conditionsconditions precedent, any or all of which may be waived in whole or in part in writing by the Buyer in its sole and absolute discretion: (a) Each of the representations and warranties made by each Seller set forth in this Agreement Sections 3 and 4 shall be true and correct in all material respects as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsDate; (b) Each the Seller shall have performed or and complied with, in all material respects with respects, each obligation and covenant of its covenants required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order there shall not be any injunction, judgment, order, decree, ruling or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be charge in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the preventing consummation of any other transaction contemplated herebyof the Contemplated Transactions; (d) No action, suit or other proceeding all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closingterminated; (e) Title to the applicable Properties to be purchased and sold at the Closing there shall be have been delivered to the Buyer in a certified copy of the manner required under Section 8.1resolutions duly adopted by the Seller's board of directors authorizing the execution, delivery and performance of this Agreement, certified by the Seller's Secretary; (f) The Buyer shall have received all actions to be taken by the Seller in connection with consummation of the applicable Contemplated Transactions and all certificates, instruments and other documents required to effect the Contemplated Transactions shall be delivered by reasonably satisfactory in form and substance to the Sellers under Article VIBuyer; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to proceeds of the extent such requirement has been waived financing contemplated by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Updated Finance Letter; (h) The Title Company there shall not have occurred a Material Adverse Effect; (i) all consents set forth on Schedule 4(l)(ii), or the absence of which could reasonably be preparedentitled to have a Material Adverse Effect, shall have been obtained; (j) Rugby shall have executed and irrevocably committeddelivered to the Buyer a non-competition agreement containing terms and conditions reasonably satisfactory to the Buyer, to issue each applicable Title Policyincluding the terms attached hereto as Exhibit l0(j); and (ik) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).Company and each of Xxxxx X. Tees, Xxxxxxx X.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for proceed with the Transferred Assets Closing is subject to the satisfaction (or waiver by the Buyer) as of the Closing all of the following conditions:conditions precedent (any one or more of which may be waived by the Buyer in writing): (a1) Each of the The representations and warranties made by each of the Seller set out in this Agreement Article 3 herein shall be remain true and correct in all respects as of at the Closing Date as though such representations and warranties were made time on the date whereon this Agreement is entered and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsDate; (b2) Each The Seller shall have taken all necessary corporate actions in accordance with its articles of incorporation and/or internal guidelines to authorize its execution, delivery and performance of this Agreement; (3) There shall exist no pledge, lien, security interest or any other encumbrance over the Preferred Shares as of the Closing Date; (4) The Seller shall have performed or and complied in with all material respects with each obligation agreements, covenants, undertakings, obligations and covenant conditions required by this Agreement to be performed or complied with by such the Seller on or before the prior to Closing; (c5) No There shall not be any action taken, or any law, regulation or order enacted, entered, enforced or deemed applicable to the Transaction by any government or governmental authority and there shall not be in effect an order entered by any court which, (i) makes the consummation of the Transaction illegal; or (ii) will have a material adverse effect in the status or the ability of the Buyer to consummate the Transaction; or (iii) imposes material limitations on the ability of the Seller effectively to transfer full rights of ownership of the Preferred Shares to the Buyer; (6) At the Closing, no suit, action or other proceeding, or injunction of or final judgment relating thereto, shall be threatened by or be pending before any court or administrative agency of competent jurisdiction nor any statutegovernmental or regulatory official, rule, regulation body or executive order promulgated by any Governmental Authority of competent jurisdiction shall be authority in effect as of the Closing that restrains which it is sought to restrain or prohibits the transfer of the Transferred Assets prohibit or to obtain material damages or other relief in connection with this Agreement or the consummation of the Transaction, and no investigation that might result in any other transaction contemplated herebysuch suit, action or proceeding, shall be pending or threatened; (d7) No action, suit or other proceeding The Seller shall have been commenced against provided the Buyer or any Seller that would reasonably be expected to prevent with the Closing; (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered financial due diligence report compiled by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (certified public accountant designated or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived approved by the Buyer in order to accommodate Serial Closings pursuant to and the Master PSAlegal due diligence report produced by the law firm designated or approved by the Buyer conducted on the Seller’s wholly owned PRC operating subsidiary, TMK Power Industries Ltd. (“TMK”) and SDHT for the purpose of the Acquisition (the “Acquisition DD”); (h8) The relevant escrow agreement (the “Escrow Agreement”) The Title Company for securing the Seller’s performance of obligations under Articles 4.2, 4.3 and 4.4 hereof, shall be preparedhave been entered into by and between the Seller, the Buyer and irrevocably committedEscrow LLC (the “Escrow Agent”), whereby, the Seller agrees to deposit with the Escrow Agent, irrevocable instructions to the Seller’s transfer agent to issue each applicable Title Policya total of 5,000,000 shares of the Seller’s common stock, (the “Escrow Shares”), upon the receipt of notice from the Buyer of the Seller’s failure to fulfill such obligations; (9) With respect to the WOFE Application, the approval from 深圳市科技工贸和信息化委员会of the PRC, shall have been obtained; and (i10) The Buyer With respect to the Acquisition, the equity transfer agreement by and among the Seller, Leading Asia, Loyal Top and the shareholder of Loyal Top shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)duly executed.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations ----------------------------------------------- of the Buyer to purchase and pay for the Transferred Assets is under this Agreement are subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each There shall not have been any material breach of the representations representations, warranties, covenants and warranties made by each Seller in this Agreement shall be true and correct in all respects as agreements of the Closing Date as though such representations and warranties were made on and as of Seller or the Closing Date (except to the extent such representations and warranties relate to a specific date, Companies contained in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;Schedules and Exhibits hereto. (b) Each The Seller and the Companies shall have performed or and complied in all material respects with each obligation all covenants, agreements and covenant conditions required by this Agreement to be performed or complied with by such Seller on them prior to or before at the Closing;Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) No order There shall have been no material adverse change in the condition (financial or injunction otherwise), business, assets, liabilities, properties, business, results of any court operation, or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as earnings of the Closing that restrains Companies on a collective basis since September 30, 1997. A loss for the period October 1, 1997 to December 31, 1997 comparable to the prior fiscal year or prohibits the transfer budget would not be considered a "material adverse change" for purposes of the Transferred Assets or the consummation of any other transaction contemplated hereby;this Subsection. (d) No actionThere shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), suit business, assets, liabilities, properties, business, results of operation, or other proceeding shall have been commenced against earnings of the Buyer Companies on a collective basis or any Seller that would reasonably be expected to prevent the Closing;Assets. (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all a certificate dated the Closing Date and signed by the Seller certifying that the conditions specified in subsections (a), (b) (c)and (d) above have been fulfilled. To the extent that any representations, warranties, covenants and agreements of the applicable documents required to Seller contained in this Agreement are not true at the Closing as if made at the Closing, such changes shall be delivered by the Sellers under Article VI;described in such certificate. (f) [Intentionally Left Blank] (g) The Seller shall have obtained and delivered to the Buyer any required consents or approvals of any third parties whose consent is required to the transactions contemplated hereunder. (h) The Buyer shall have received the Tenant Estoppels (originals or Lease Required Estoppelscertified copies, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except reasonably satisfactory in form and substance to the extent Buyer, of all such requirement has been waived organizational and governing documents of the Companies as the Buyer shall reasonably require, including without limitation the following: (1) the Articles of Incorporation of Seedco and GSC, and all amendments thereto and restatements thereof and the Certificate of Limited Partnership of Green Seed, certified as of a recent date by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Maryland State Department of Assessments and Taxation; (h2) The Title Company shall be preparedthe By-laws of each of Seedco and GSC and all amendments thereto and restatements thereof certified as of the Closing Date by an officer thereof, and irrevocably committedthe Limited Partnership Agreement and all amendments thereto and restatements thereof, to issue certified as of the Closing Date by the General Partner of Green Seed; (3) Certificates of Existence of the Maryland State Department of Assessments and Taxation, certifying as of a recent date that each applicable Title Policyof the Companies is in existence under the laws of that State; (4) copies of the minutes and resolutions of the Board of Directors and stockholder of each of Seedco and GSC and of GSC as general partner of Green Seed showing the authorization and approval by the Companies of the execution and delivery of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of each of Seedco and GSC under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of each of Seedco and GSC and the general partner of Green Seed; and (5) a certificate of incumbency identifying the officers and directors of each of Seedco and GSC, and the general and limited partners of Greed Seed immediately before Closing. (i) The Buyer shall have received a written opinion of counsel for Xxxxxx and the Ground Lessor Estoppels required Companies dated as of the Closing Date, in the form of Exhibit 13(i) hereto. (j) [Intentionally Left Blank] (k) [Intentionally Left Blank] (l) The Buyer shall have received a deed containing covenants of special warranty and further assurances, effective to vest in the Buyer good and marketable title to the Assets, as herein provided. (m) [Intentionally Left Blank] (n) [Intentionally Left Blank] (o) The Buyer shall have completed its due diligence review to its satisfaction. (p) The Buyer shall have received from each of Xxxx Xxxxxx and Xxxx Xxxxxx the Employment and Non-Competition Agreement in the form of Exhibit 3(d)(1) attached hereto. (q) The Buyer shall have received from Xxxxxx and Xxxxxxxx, or their successors in interest, a release of the Nations Bank Security Deed or any other liens or encumbrances except the permitted liens or encumbrances listed on Schedule 1; or the title company's willingness on the sale of the Assets, to insure Buyer's title to the Assets without exception for the Nations Bank Security Deed or any other liens or encumbrances except the permitted liens or encumbrances listed on Schedule 1. (r) The Buyer shall have received from Xxxxxxxx or his successor in interest, a general release, with respect to all obligations or indemnification (including all taxes and other payments) due from the Companies pursuant to Section 3.7 an agreement dated May 28, 1997 among the Companies, Xxxxxx and Xxxxxxxx and any other agreements or arrangements. (except to s) The Buyer shall have received from Seller the extent such requirement has been waived 1% limited partnership interest in Green Seed owned by the Buyer Xxxxxxxx or his successor in order to accommodate Serial Closings pursuant to the Master PSA)interest, free and clear of all liens, mortgages, charges, liabilities, claims, security interests or encumbrances of every type whatsoever.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the The representations and warranties made by each Seller of the Sellers set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Sellers Material Adverse Effect qualifications contained in them as of the Closing Date Date, as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except to the extent the failure or failures of such representations and warranties relate to a specific date, in which case, such representations and warranties shall be so true and correct in all respects as of such specific date)would not, except for breaches individually or inaccuracies that would not reasonably be expected to in the aggregate, have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsMaterial Adverse Effect; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order or injunction The Buyer shall have received a certificate, signed by a senior executive officer of any court or administrative agency of competent jurisdiction nor any statuteeach Seller, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be certifying as to the matters set forth in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;Section 5.3(a) and Section 5.3(b); and (d) No action, suit or other proceeding The Buyer shall have been commenced against received: (i) a Xxxx of Sale, Assignment and Assumption Agreement duly executed by each Seller, (ii) the Buyer Transition Services Agreement duly executed by the applicable Sellers and/or their Affiliates named therein, (iii) the Trademark and Domain Name Assignment Agreement duly executed by each applicable Seller for their respective Assigned IP, (iv) the Trademark License Agreement duly executed by the Sellers, (v) each of the franchise agreements contemplated under Section 6.13 (other than the franchise agreements that Sellers may elect not to enter into at their option) and (v) the Estimated Net Payment (if applicable) in accordance with Section 2.4, by wire transfer of immediately available funds to an account or any Seller that would reasonably be expected to prevent the Closing;accounts designated by Buyer. (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all a Beverage Services Agreement substantially in the form attached as Exhibit D duly executed by the applicable Seller or Affiliate thereof in connection with each of the applicable documents required Management Agreements, except with respect to be delivered any Management Agreement identified by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except in writing prior to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)Closing.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for consummate the Transferred acquisition of the Assets from the Sellers on the Closing Date in accordance with the terms of this Agreement is subject to the satisfaction (or written waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the Seller’s representations and warranties made by each Seller contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such other than those representations and or warranties relate to made as of a specific date, or with reference to previously dated materials, in which case, event such representations and warranties shall be true and correct in all respects as of the date thereof or as of the date of such specific datematerials, as applicable), unless any representations and warranties that were untrue when made or became untrue after the Effective Date, taken together, do not have a Portfolio Material Adverse Effect; provided that this condition shall not be deemed to have failed if (a) the Sellers’ representations or warranties under Section 3.2 have become untrue by reason of changed facts or circumstances which constitute Permitted Representation Changes and (b) such misrepresentation was not intentional nor resulted from a willful act which is prohibited under this Agreement which causes the representation or warranty to become untrue; provided, further, if any of the Sellers’ representations and warranties that were untrue when made or became untrue after the Effective Date (where such representations and warranties are required to be remade by the Sellers at the Closing) result in a Property Material Adverse Effect with respect to any Property, then the Buyer shall have the right to exclude the Property that has suffered the Property Material Adverse Effect from the Properties to be purchased by Buyer pursuant to this Agreement (any such excluded Property and its Asset-Related Property is referred to herein as a “Excluded Representation Asset”), and in the event that the Buyer exercises such right (i) this Agreement shall terminate but only with respect to such Excluded Representation Asset, (ii) all references hereunder to such Excluded Representation Asset shall be deemed deleted, and such Excluded Representation Asset shall not be deemed a “Property” for any purpose under this Agreement (other than in respect of references to the Specified Properties and with respect to any terms and condition that expressly survive termination of this Agreement), (iii) the applicable Seller of such Excluded Representation Asset shall not be included in Sellers for purposes of this Agreement, (iv) the Purchase Price shall be reduced by the Allocated Purchase Price for such Excluded Representation Asset, and (v) neither the Sellers nor the Buyer shall have any liability hereunder with regard to the Excluded Representation Asset, except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results obligations hereunder which expressly survive termination of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing DocumentsAgreement; (b) Each Seller shall have performed or complied in all material respects with each obligation and covenant all of its obligations required by this Agreement to be performed or complied with by such Seller on or before the Closing; (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred applicable Assets or the consummation of any other transaction contemplated hereby; provided, however, and notwithstanding anything to the contrary contained herein, if on the applicable Closing Date there exists one or more Properties that is not an Enjoined Property, and no Enjoined Property is a Specified Property, then the Closing shall take place on the applicable Closing Date in accordance with this Agreement with respect to all Properties that would otherwise have been closed upon on such date, other than the Enjoined Properties, and the closing date with respect to the Enjoined Properties will be extended until the closing condition set forth in this Section 5.2(c) have been satisfied or waived; provided, however, if the closing condition set forth in this Section 5.2(c) has not been satisfied or waived by the Final Closing Date, this Agreement will terminate with respect to such Excluded Enjoined Asset only, all references hereunder to such Excluded Enjoined Asset and the applicable Seller shall be deemed deleted, the Excluded Enjoined Asset shall not be included in the Assets for purposes of this Agreement, the applicable Seller of such Excluded Enjoined Asset shall not be included in Sellers for purposes of this Agreement, the Purchase Price shall be reduced by the Allocated Purchase Price of the Excluded Enjoined Assets, and neither Sellers, nor Buyer, shall have any liability hereunder with regard to the Excluded Enjoined Assets, except for obligations hereunder which expressly survive termination of this Agreement, or expenses incurred by Sellers on Buyer’s behalf with regard to such Excluded Enjoined Asset; (d) No action, suit or other proceeding shall be pending which shall have been commenced against brought by any person or entity (other than the Buyer parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the purchase and sale of the applicable Assets or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any Seller that would reasonably be expected to prevent the Closingother transaction contemplated hereby; (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers at or before the Closing under Article VI; (f) The Initial Closing hereunder shall include not less than the Minimum Closing Properties and shall include all of the Specified Properties; (g) The With respect to any Asset that is the subject of the applicable Closing, the Buyer shall have received the Qualified Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates (and/or the Seller Estoppels) required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)3.4; (h) The Title Company With respect to any Assumed Loan Property that is the subject of the applicable Closing, a Loan Assumption Consent shall be preparedhave been obtained and the requirements of this Agreement with respect to a Loan Assumption shall have been satisfied, and irrevocably committed, unless the requirements of this Agreement with respect to issue each applicable Title Policya Failed Loan Defeasance have been satisfied with respect to such Assumed Loan; and (i) The Buyer Title Company shall have received the Ground Lessor Estoppels required pursuant be irrevocably committed to Section 3.7 (except issue to the extent such requirement has Buyer, as of the Closing Date, the Title Policy with respect to the Properties to be conveyed at the Closing, subject only to (i) the receipt of the title premiums and costs with respect to the Title Policy, (ii) the delivery by the Buyer of the Buyer’s or, if applicable, relevant Buyer Affiliate Designees’, organizational and authority documents reasonably requested by the Title Company, and (iii) the Buyer’s satisfaction of any other customary requirements of the Title Company that are typically imposed upon and complied with by similar purchasers in like transactions in the respective jurisdictions where the applicable Properties are located. If any of the conditions to the Buyer’s obligation to consummate the acquisition of any Assets that have not previously been waived acquired by the Buyer in order accordance with the terms of this Agreement are not satisfied on and as of the Outside Closing Date and such failure is not a result of a material default by the Sellers under this Agreement which would permit the Buyer to accommodate Serial Closings pursuant terminate this Agreement (in which event the Buyer would be afforded the rights under Section 13.2 hereof), then the Buyer may elect to either: (a) waive such failure and proceed to Closing, or (b) terminate this Agreement by written notice to the Master PSA)Sellers, in which event the Cash Deposit (and all interest earned thereon, if any) then held by the Escrow Agent shall be immediately returned to the Buyer and neither the Sellers nor the Buyer shall have any further rights or obligations to the other under this Agreement, except those arising under provisions that expressly survive such termination.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties (including all matters set forth on the schedules to this Agreement as of the Effective Date but without giving effect to any Schedule Update other than with respect to matters described in Section 3.3(b)) made by each Seller the Sellers in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties (including all matters set forth on the schedules to this Agreement but without giving effect to any Schedule Update other than with respect to matters described in Section 3.3(b)) were made on and as of Closing Date (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct in all material respects as of such date, it being understood and agreed that all representations made with respect to REIT and tax matters shall be made on and as of the Closing Date (Date), except to where the extent such failures of the representations and warranties relate (including all matters set forth on the schedules to a specific date, this Agreement as of the Effective Date but without giving effect to any Schedule Updates other than with respect to matters described in which case, such representations and warranties shall Section 3.3(b)) to be true and correct would not, individually or in all respects as of such specific date)the aggregate, except for breaches or inaccuracies that would not reasonably be expected to have result in a material adverse effect on Loss (excluding, for the financial condition or results avoidance of operations of doubt, any Loss relating to the Transferred Assets, taken as a whole, or impair or delay matters described in Section 3.3(b)) to the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;Buyer. (b) Each Seller The Sellers shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such the Seller on or before the Closing;. (c) The Buyer shall have received a duly executed officer’s certificate from the Sellers certifying as to the matters set forth in clauses (a) and (b) above. (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that which restrains or prohibits the transfer of the Transferred Assets Asset or the consummation of any other transaction contemplated hereby; (d) No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;. (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;Section 6.2. (f) All of the Transaction Actions shall have occurred and been properly authorized. (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppelsobtained all Lender Consents, as if applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except , other than with respect to the extent such requirement has been waived by Payoff Loans, provided, however, with respect to the Payoff Loans, in the event that a Lender Consent with respect to a Payoff Loan is not obtained, it shall not be a failure of this Section 5.2(g) to be satisfied and the Buyer in order to accommodate Serial Closings pursuant shall cause the repayment of such Payoff Loan on or prior to the Master PSA);Closing. (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and (i) The Buyer Sellers shall have received paid in full the Ground Lessor Estoppels required pursuant to Section 3.7 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA)BRE Liability.

Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase the Membership Interests and pay for to consummate the Transferred Assets Transactions is subject to the satisfaction (or waiver by the Buyer) as of the Closing of each of the following conditions: (a) Each of the representations and warranties made by each Seller of the Sellers set forth in this Agreement shall be have been true and correct in all respects as of the Closing Date as though such representations date hereof and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects on and as of such specific date)the Closing Date as though made on and as of the Closing Date, except for breaches such inaccuracies of representations and warranties which, individually or inaccuracies that would in the aggregate, do not constitute and could not reasonably be expected to have a material adverse effect on the financial condition Material Adverse Effect (and except that those representations and warranties which address matters as of or results for a particular date or time period shall remain so true and correct only as of operations of the Transferred Assets, taken as a whole, such date or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;for such time period). (b) Each Seller The Sellers shall have performed or complied in all material respects with each obligation and covenant required by of the respective covenants of the Sellers contained in this Agreement required to be performed or complied with by such Seller the Sellers on or before prior to the Closing;Closing Date. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteThe Sellers shall have delivered to the Buyer a certificate dated the Closing Date and signed by the Sellers stating that the conditions set forth in Section 3.1(a) and Section 3.1(b), ruleabove, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect have been satisfied as of the Closing Date, and that restrains all intercompany accounts payable and accounts receivable between the Company and either Seller (or prohibits the transfer any of their Affiliates) have been satisfied in full or cancelled. The statements contained in such certificate or certificates shall be a warranty of the Transferred Assets or Sellers which shall survive the consummation of any other transaction contemplated hereby;Closing for the period provided in Article VII, below. (d) No actionThe Consents/Notices listed on Schedule 3.1(d) attached hereto, suit or other proceeding in a form reasonably satisfactory to the Buyer, shall have been commenced received by the Buyer on or prior to the Closing Date. (e) On the Closing Date, there shall not be effective or continuing against the Buyer Buyer, the Sellers or Company any Seller Proceeding wherein a ruling has been or reasonably could be issued by a Governmental Body that would (i) prevent consummation of the purchase and sale of the Membership Interests, (ii) cause the purchase and sale of the Membership Interests to be rescinded following the Closing, (iii) affect adversely in any material respect the right of the Buyer to own the Membership Interests, or (iv) affect Company’s ability to conduct its business after the Closing Date in any material respect. In the event any such Proceeding is effective or continuing on what otherwise would have been the Closing Date, the Buyer shall have the right, by written notice to the Sellers’ Representative delivered within two (2) calendar days of such originally scheduled Closing Date, to extend the Closing Date for a reasonable period not to exceed fifteen (15) calendar days after such originally scheduled Closing Date to allow a ruling to be issued in such Proceeding; provided, that the Closing Date shall not extend beyond the date when a ruling satisfying any of subsections (i)-(iv), above, would no longer reasonably be issued. (f) Between the date hereof and the Closing Date, there shall have been no change in the business of Company that has had, or could reasonably be expected to prevent the Closing; (e) Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;have, a Material Adverse Effect. (g) The Buyer Sellers shall have received the Tenant Estoppels delivered (or Lease Required Estoppels, as applicablecaused Company to have delivered) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by Buyer each of the Buyer in order to accommodate Serial Closings pursuant to the Master PSA); (h) The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; andfollowing: (i) The Assignment of the Membership Interests, executed by each of the Sellers, or such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary or appropriate to vest in the Buyer all right, title and interest in and to the Membership Interests. (ii) Duly executed resignations of such managers and officers of Company as the Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7 (except requested in writing to the extent such requirement has been waived Sellers’ Representative not less than three (3) Business Days prior to the Closing Date. (iii) A good standing certificate (or comparable certificate) for Company issued by the Buyer Secretary of State (or comparable Governmental Body) of the jurisdiction of organization for Company and each of the states identified in order to accommodate Serial Closings pursuant Schedule 5.11 within a reasonable period of time prior to the Master PSA)Closing Date. (iv) (A) A certificate from an officer of JCFS, in a form reasonably satisfactory to the Buyer, attaching and certifying as to the resolutions of the Board of Directors of JCFS authorizing the execution of this Agreement and all Transaction Documents and the taking of any and all actions deemed necessary or advisable to consummate the Transactions.

Conditions Precedent to the Buyer’s Obligations. The obligation obligations of the Buyer to purchase and pay for complete the Transferred Assets is Closing under this Agreement are, at the Parent's option, subject to the satisfaction (or waiver by the Buyer) as of the Closing each of the following conditions: (a) Each of the All representations and warranties made by each of the Seller contained in this Agreement that are not qualified with any "material" or "Material Adverse Effect" qualifiers shall be true and correct in all material respects as of and at the Closing Date with the same effect as though such if said representations and warranties were had been made on and as of the Closing Date (except to the extent such Closing, and all representations and warranties relate to a specific date, of the Seller contained in which case, such representations and warranties this Agreement that are qualified with any "material" or "Material Adverse Effect" qualifiers shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse and at the Closing with the same effect as if said representations and warranties had been made on the financial condition or results of operations and as of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;Closing. (b) Each The Seller shall have performed or and complied in all material respects with each obligation all agreements, terms and covenant conditions required by this Agreement to be performed or and complied with by such the Seller on or before the Closing;. (c) No order or injunction The Seller shall have delivered to the Buyer the Assignment and Assumption Agreement/Xxxx of any court or administrative agency Sale in the form attached hereto as Exhibit A (the "Xxxx of competent jurisdiction nor any statuteSale"), rulethe Assignments of Intellectual Property in the forms attached hereto as Exhibit B (the "IP Assignments") and such other assignments, regulation or executive order promulgated by any Governmental Authority instruments and documents as the Buyer shall reasonably request for the purpose of competent jurisdiction shall be in effect as perfecting the title of the Closing that restrains or prohibits Buyer in the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;Assets. (d) No action, suit or other proceeding The Seller shall have been commenced against delivered to the Buyer or any copies of all Consents (including, without limitation, all Consents required under the Contracts) required to be obtained by the Seller that would reasonably be expected to prevent in connection with the Closing;execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) Title This Agreement and the transactions contemplated herein shall have been approved by the requisite vote or action of the managers and the members of the Seller under Applicable Law and the Seller's Governing Documents. (f) From the Balance Sheet Date to the applicable Properties to be purchased Closing Date, there shall have been no change in the Business, condition (financial or otherwise) or prospects of the Seller that has had or could have a Material Adverse Effect. (g) Each of the Key Employees shall have executed and sold at the Closing shall be delivered to the Buyer the Employment Agreement in the manner required under Section 8.1; (f) The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI; (g) The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, form attached hereto as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4 (except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);Exhibit C. (h) The Title Company Each of the Majority Members shall be prepared, have executed and irrevocably committed, delivered to issue each applicable Title Policy; andthe Buyer the Employee Invention Assignment Agreement in the form attached hereto as Exhibit D. (i) The Buyer Seller shall have received paid all Taxes required to be paid by the Ground Lessor Estoppels required pursuant Seller under Section 4.16 hereof and discharged and satisfied in full all amounts owing to any employee of the Seller under Section 3.7 4.6 and Section 4.8 hereto. (except j) All Liens, other than Permitted Liens, on the Assets shall have been terminated and the Seller shall have filed UCC termination statements under Applicable Laws with respect to such Liens. (k) The Seller shall have delivered to the extent such requirement has Buyer at the Closing a certificate executed by its Chief Executive Officer, dated the date of the Closing, to the effect that the conditions set forth in subsections (a) — (j) of this Section 5.3 have been waived by satisfied. (l) The Parent shall not have discovered, in the course of its ongoing investigation of the Business, information not previously disclosed to the Buyer in order to accommodate Serial Closings pursuant that the Parent believes could have a Material Adverse Effect. (m) Primestor, MMI and the Remaining Bridge Investors shall each have executed and delivered to the Master PSABuyer the Acknowledgements of Satisfaction, Release and Redemption attached hereto to Schedule 5.3(m).

Conditions Precedent to the Buyer’s Obligations. The obligation ----------------------------------------------- obligations of the Buyer to purchase and pay for the Transferred Assets is under this Agreement are subject to the satisfaction following conditions (any of which may be waived at Closing in whole or waiver in part by the Buyer) , as of the Closing of the following conditions:applicable): (a) Each of the representations Sellers, Flintrock and warranties made by each Seller in this Agreement Xxxxxxxxx shall be true have obtained and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except delivered to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as Buyer any required consents or approvals of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers any other third parties whose consent is required to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;hereunder. (b) Each Seller The Buyer shall have performed or complied in all material respects with each obligation received a written opinion of legal counsel for the Sellers, Flintrock and covenant required by this Agreement to be performed or complied with by such Seller on or before Xxxxxxxxx dated as of the Closing;Closing Date. (c) No order The Buyer shall have received a xxxx of sale or injunction bills of any court or administrative agency sale and documentation and such other good and sufficient instruments of competent jurisdiction nor any statutetransfer and conveyance as, rulein the reasonable opinion of counsel to the Buyer, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be effective to vest in effect the Buyer good and valid title to the Assets, as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;herein provided. (d) No action, suit or other proceeding The Buyer shall have been commenced against received Certified resolutions of the Buyer or any Seller that would reasonably be expected to prevent Sellers' and Xxxxxxxxx'x Boards of Directors authorizing the Closing;transactions contemplated by this Agreement. (e) Title to the applicable Properties to be purchased and sold The Buyer shall have received at the Closing shall be delivered satisfactory title opinions, or title insurance with regard to the Buyer in real property interests transferred to the manner required under Section 8.1;Buyer. (f) The Buyer shall have received all from the Sellers, Flintrock and Xxxxxxxxx pursuant to Section 2(d) above, agreements in the form of Exhibit 2(B), attached hereto, whereby the Sellers, Flintrock and Xxxxxxxxx for a period of three (3) years from the Closing Date, not to compete with the Buyer in selling any products to current customers of the applicable documents required to be delivered by Business as existing on the Sellers under Article VI;Closing Date. (g) The Buyer shall have received good and sufficient instruments of conveyance, assignment and transfer, in form and substance satisfactory to the Tenant Estoppels (or Lease Required EstoppelsBuyer, as applicable) and/or Sellers’ Estoppel Certificates required pursuant shall be effective to Section 3.4 (except vest in the Buyer good and marketable title to the extent such requirement has been waived by Assets to put the Buyer in order actual possession and operating control thereof and to accommodate Serial Closings pursuant to assist the Master PSA);Buyer in exercising all rights with respect thereto. (h) The Title Company Buyer shall have received all documents required to be prepareddelivered to the Buyer under any other provision of this Agreement, and irrevocably committed, to issue each applicable Title Policy; andincluding the Assignments attached as Exhibit 7(d). (i) The Buyer shall have received a Certificate of Incumbency identifying the Ground Lessor Estoppels required officers and directors of each of the Sellers immediately before the Closing Date. (j) The Buyer shall have received, within three business days following the Closing Date, a Certificate of Amendment to the Certificate of Incorporation of each of Germain's and X-X changing their respective names to names reasonably acceptable to Buyer. On the Closing Date, the Buyer shall have received a copy of such executed Certificates. (k) The Buyer shall have received from the Sellers affidavits pursuant to Section 3.7 7(w) above, certifying to compliance with FIRPTA. (except l) The Buyer and X-X shall have entered into the Service Agreement and executed to the extent such requirement has been waived by applicable, all ancillary documents thereto including, but not limited to, a security agreement and financing statements. (m) The Buyer shall have received from Flintrock an assignment of the Buyer LLC Interest in order a form satisfactory to accommodate Serial Closings pursuant counsel to the Master PSA)Buyer.