Common use of Conditions to Seller’s Obligation to Close Clause in Contracts

Conditions to Seller’s Obligation to Close. Sellers' obligation to sell the Property is expressly conditioned on the following being satisfied as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein. (a) Purchaser's representations and warranties set forth herein shall be true and correct at and as of the Closing Date. (b) No suit, action or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing.

Conditions to Seller’s Obligation to Close. Sellers' Seller's obligation to sell the Property is expressly conditioned on the following being satisfied as Closing Date shall be subject to the satisfaction of the Closing Datefollowing contingencies and conditions in the manner and within the time limits herein specified: a. Within ten (10) days after the Effective Date of this Agreement, unless Seller shall have obtained from all of its members written consent to the purchase, sale and lease transactions contemplated by this Agreement; b. Within twenty (20) days after the Effective Date of this Agreement, Seller shall have obtained from Marriott International, Inc., written consent to the purchase, sale and lease transactions contemplated by this Agreement, which consent shall provide for the recognition and continuation of the Franchise Agreement after Closing; and c. Within thirty (30) days after the Effective Date of this Agreement Seller shall have obtained written consent from Berkeley Federal Bank & Trust, FSB, and Heller Financial, Inc., to the purchase, sale and lease transactions contemplated by this Agreement. If and when each of the foregoing contingencies and conditions are satisfied, Seller shall provide Buyer with written notice of the same together with a copy of any and all such documents evidencing the consent or approval so obtained by Seller. In the event that Seller does not satisfy the contingency and condition set forth in Section 7.c. above within the prescribed period of time, Seller shall be entitled to a twenty (20) day extension of said time period in order to satisfy said contingency and condition. Seller shall be entitled to such an extension upon Seller's written notice to Buyer prior to the expiration of the original thirty (30) day time period. If each of the foregoing contingencies and conditions are not satisfied or waived in writing by Winmar Co.Seller within the respective time periods set forth above, as agent for Sellersthe same may be extended as specifically set forth herein, and, absent satisfaction of same on the Closing Date, Sellers may Seller shall be entitled to terminate this Agreement by delivering written notice thereof to Buyer and thereafter no party shall have any further obligations Escrow Agent in accordance with and subject to the other provisions of Section 12.b below, whereupon the Earnest Money Deposit shall be returned xx Xxxer, Seller shall pay to Buyer a termination fee equal to the amount of Buyer's out-of-pocket costs and expenses including attorneys fees and costs incurred hereunder from and after the Effective Date of this Agreement (the "Termination Fee") and this Agreement shall thereafter terminate and become null and void and the parties hereto shall be relieved of all obligations hereunder, except as otherwise expressly provided hereinin this Agreement. (a) Purchaser's representations and warranties set forth herein shall be true and correct at and as of the Closing Date. (b) No suit, action or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing.

Conditions to Seller’s Obligation to Close. Sellers' 7.1 Conditions to the Seller's Obligations. The obligation of Seller to sell consummate the Property is expressly conditioned on transactions contemplated by this Agreement are subject to the satisfaction of the following being satisfied as of conditions on or before the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.: (a) Purchaser's the representations and warranties set forth herein in Article 4 hereof shall be true and correct in all material respects at and as of the Closing Date.as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties; (b) No suitPurchasers shall have performed in all material respects all the covenants and agreements required to be performed by them under this Agreement prior to the Closing; (c) Seller shall have received from Purchasers' counsel, Vedder, Price, Xxxxxxx & Kammholz, an opinion in substantially the form set forth in Exhibit H attached hereto, addressed to Seller and dated the Closing Date; and (d) there shall have been no material adverse change in the operations, financial condition, operating results, assets or business prospects of the Purchasers; (e) no action or other proceeding before any court or government body shall be pending or threatened which, in the judgment of Seller, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which seekswould prevent the carrying out of this Agreement or any of the transactions contemplated hereby, nor declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) CBI and Rich shall there exist any judgment have entered into the effect of which is, Rich Employment Agreement; (g) CBI and Florin shall have entered into the Florin Employment Agreement; (h) CBI and Seller shall have entered into that certain Supplemental and Override Bonus Agreement; and (i) all proceedings to restrain or impose damages be taken by Purchasers in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the Closing and the other transactions contemplated hereby on and all certificates, opinions, instruments and other documents required to effect the terms set forth herein, transactions contemplated hereby reasonably requested by Seller shall be reasonably satisfactory in which event Purchaser, on the terms form and substance to Seller and its counsel. Any condition specified in this Section 7.1 may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller, except as otherwise provided in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing10.3.

Conditions to Seller’s Obligation to Close. Sellers' obligation The obligations of Seller to sell close under this Agreement are subject to the Property is expressly conditioned on fulfillment, prior to or at Closing, of each of the following being satisfied (all or any of which may be waived in writing by Seller): (a) The representations and warranties of Buyer shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction if made at and as of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, such date except as otherwise expressly provided herein. (ab) Purchaser's representations and warranties set forth herein shall be true and correct at On and as of the Closing Date. (b) No suit, action Buyer shall have performed and complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or other proceeding shall be pending complied with prior to or threatened which seeks, nor shall there exist any judgment on the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the PropertyClosing Date. (c) Purchaser If a Mortgage is not satisfied at Closing, the Seller shall have performed received a duly executed release in form and substance acceptable to the Seller, pursuant to which Buyer and the holder of the Mortgage as of the Closing Date shall release the Seller from any and all of its covenants obligations and agreements hereunder in all material respectsliabilities under such Mortgage and any other documents evidencing or securing the underlying loan, whether arising before, on or after the Closing Date (the "Seller Release"). (d) Sellers If a Mortgage is not satisfied at Closing, (i) the affiliate of Seller which guaranteed the loan evidencing such Mortgage (the "Spanos Guarantor"), if any, sxxxx xave received a duly executed release in form and substance acceptable to such affiliate, pursuant to which Buyer and the holder of the Mortgage as of the Closing Date shall release the guarantor from any and all obligations and liabilities under such guaranty, whether arising before, on or after the Closing Date (the "Spanos Release"), and (ii) xxx Seller shall have received all Sellers' Required Consents with respect a duly executed release in form and substance acceptable to the assignment and assumption of Seller, pursuant to which the Ground Leases and Spanos Guarantor shall releasx xx xecord the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; providedmortgage granted to such Spanos Guarantor, howeverif any, that if Purchaser waives as xxxxxx on Exhibit C attached hereto (the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing"Spanos Mortgage Release").

Conditions to Seller’s Obligation to Close. Sellers' 7.1 Conditions to the Seller's Obligations. The obligation of Seller to sell consummate the Property is expressly conditioned on transactions contemplated by this Agreement are subject to the satisfaction of the following being satisfied as of conditions on or before the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.: (a) Purchaser's the representations and warranties set forth herein in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date.as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties; (b) No suit, action or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed in all of its material respects all the covenants and agreements hereunder required to be performed by it under this Agreement prior to the Closing; (c) Seller shall have received from Purchaser's counsel, Vedder, Price, Kaufxxx & Xammholz, an opinion, addressed to Seller and dated the Closing Date, in all material respects.form and substance reasonably satisfactory to Seller; (d) Sellers Purchaser and Shareholder shall have received all Sellers' Required Consents with respect entered into the Wambxxx Xxxloyment Agreement mutually acceptable to Purchaser and Shareholder; (e) there shall have been no material adverse change in the operations, financial condition, operating results, assets or business prospects of the Purchaser, and there shall be no material casualty loss or damage to the assignment and assumption assets of Purchaser, taken as a whole, whether or not covered by insurance; (f) all consents by third parties that are required for the transfer of the Ground Leases Purchased Assets and the AT&T Wireless Leases and Business to Purchaser shall have received all Purchaser's Required Consents; providedas contemplated hereby, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with which are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of or a default under or a termination or modification of any instrument, contract, license, lease or other agreement to which Seller is a party or to which any of the Purchased Assets are subject, and releases of all liens, charges, security interests, encumbrances and claims of others on or with respect to the Purchased Assets shall have been obtained on terms set forth hereinand conditions satisfactory to Seller in its sole discretion; (g) the Board of Directors of Holdings shall have approved the appointment of W.T. Xxxxxxx xx Chief Executive Officer of Holdings pursuant to terms acceptable to Shareholder and Seller; (h) no action or proceeding before any court or governmental body shall be pending or threatened which, in the judgment of Seller, made in good faith and upon the advice of counsel, makes it inadvisable or undesirable to consummate the transactions contemplated hereby by reason of the probability that the action or proceeding shall result in a judgment, decree or order which event Purchaserwould prevent the carrying out of this Agreement or any of the transactions contemplated hereby, on declare unlawful the terms transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the value or use of the Purchased Assets or Business; (i) Purchaser shall have made offers of full-time employment to all employees of Seller and WFC; and (j) all proceedings to be taken by Purchaser in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Seller shall be reasonably satisfactory in form and substance to Seller and its counsel. Any condition specified in this Section 7.1 may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller, except as otherwise provided in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing10.3.

Conditions to Seller’s Obligation to Close. Sellers' The obligation of Seller to sell consummate the Property transactions contemplated by this Agreement is expressly conditioned on subject to the fulfillment of the following being satisfied conditions as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.: (a) Purchaser's The representations and warranties set forth herein in Article V shall be true and correct at and as of the Closing Date.in all respects; (b) No suit, action or other proceeding Buyer shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages have performed and complied in connection all material respects with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion all of the Property.covenants and agreements required to be performed by it under this Agreement on or prior to the Closing; (c) Purchaser shall have performed all of its covenants All governmental filings, authorizations and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, approvals that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with are required for the consummation of the transactions contemplated hereby on shall have been duly made and obtained; (d) Buyer shall have executed such other Transaction Document to which it is a party and shall have delivered each such Transaction Document to Seller and each of the terms set forth hereinother parties thereto, and each such Transaction Document will be in full force and effect; (e) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and no judgment, decree, injunction, order or ruling shall have been entered which event Purchaserhas any of the foregoing effects; and (f) All proceedings to be taken by the Buyer in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, on instruments and other documents required to be delivered by Buyer to effectuate the terms transactions contemplated hereby reasonably requested by Seller shall be reasonably satisfactory in form and substance to Seller. Any condition specified in this Section 2.6 may be waived by Seller; provided, however, that no such waiver shall be effective against Seller unless it is set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out a writing executed by Seller or unless Seller agree in writing to consummate the transactions contemplated by this Agreement without the fulfillment of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closingcondition.

Conditions to Seller’s Obligation to Close. Sellers' The Closing Agreement shall provide, among other things, that Seller’s obligation to sell effectuate the Property is expressly conditioned on Closing shall be subject to the satisfaction of the following being satisfied as of the conditions: (i) The Escrow Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided hereinoccurred. (aii) Purchaser's Upon Closing, the Property Closing shall be consummated, the Leaseback Lease shall be mutually executed and delivered and be in full force and effect, and Seller’s leasehold interest in and to the Property pursuant to the Leaseback Lease shall be senior to any mortgage financing (or, subject to the terms of Section 13 hereof, a SNDA shall be delivered and recorded), valid, enforceable and insurable by the Escrowee pursuant to a standard leasehold title insurance policy, at standard rates, subject only to those exceptions and conditions reasonably acceptable to Seller. (iii) None of the representations and warranties set forth herein of Purchaser in this Agreement shall be true and correct at and as of have, since the Closing DateEscrow Closing, become untrue or incorrect in any material respect. (biv) No suitThe Existing Lease, action or other proceeding together with (i) Memorandum of Lease with an Option to Purchase, dated February 9, 1998, between Lessor and Seller, and (ii) Option Agreement, dated February 14, 1997, between Lessor and Seller, shall be pending or threatened which seeksbe, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection effective simultaneous with the purchase Closing, terminated and sale thereafter be null and void, and that Seller and Purchaser (including Purchaser as “lessor” and/or “lessee” thereunder, as applicable) shall execute such documents and other instruments as may be necessary to effectuate the same. The foregoing conditions under this Section 18(d) are for the benefit of a Shopping Center Seller, and Seller may, in its sole discretion, waive any or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed all of its covenants such conditions and agreements hereunder in all material respectsclose title under this Agreement without any increase in, abatement of, or credit against, the Purchase Price. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing.

Conditions to Seller’s Obligation to Close. Sellers' The obligation of Seller to sell the Property Assets at Closing and to consummate the other transactions contemplated hereby, is expressly conditioned on subject to the satisfaction (or waiver by Seller, in Seller's sole discretion) as of Closing of each of the following being satisfied as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.conditions: (a) Purchaser's All representations and warranties set forth herein of Buyer in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct at and as of the Closing Date as if made on the Closing Date. (b) Buyer shall have observed and performed in all material respects all covenants and agreements required by this Agreement to be observed or performed by Buyer on or prior to the Closing Date. (c) Buyer shall have delivered to Seller a certificate dated the Closing Date, executed by a duly authorized officer of Buyer, certifying the matters set forth in Section 7.2(a) and 7.2(b). (d) Buyer shall have delivered (or caused to be delivered) to Seller each of the documents, instruments, agreements and other items contemplated in this Agreement, including each item required to be delivered in accordance with Section 6.3. (e) No suitinjunction or order, action writ, decree or other proceeding judgment of any governmental authority of competent jurisdiction shall be pending in effect as of Closing that makes illegal, restrains or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with prohibits the purchase and sale of a Shopping Center the Assets or the Joint Venture Interest or the transfer consummation of any other transaction contemplated by this Agreement. (f) No person shall have instituted an action or proceeding which shall not have been previously dismissed or made or threatened a claim (i) seeking to restrain, enjoin or prohibit the consummation of any of the transactions contemplated by this Agreement or (ii) asserting that such person is the owner (directly or indirectly), or has the right to acquire or obtain ownership (direct or indirect), of any material portion of the PropertyAssets or asserting that such person is entitled to all or any portion of the Purchase Price. (cg) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers Seller shall have received all Sellers' Required Consents with respect necessary approvals to consummate the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; providedClosing, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms as more fully set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless Schedule 7.2(g). (h) Receipt of fairness opinion from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive ClosingSimmons & Company.

Conditions to Seller’s Obligation to Close. Sellers' The obligation of Seller and GILC to sell sell, transfer and assign the Property is expressly conditioned on Transferred Assets and otherwise consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by Seller), at or before the Closing, of the following being satisfied as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.conditions: (a) Purchaser's No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or enforced any statute, rule regulation, executive order, decree, judgment, preliminary or permanent injunction or other order which is in effect and which prohibits, enjoins or otherwise restrains the purchase of any portion of the Transferred Assets or the assumption of any portion of the Assumed Liabilities, in each case that is material, individually or in the aggregate, to the Business. (b) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (c) Buyer shall have performed or complied with in all material respects the obligations required under this Agreement to be performed or complied with by it at or prior to the Closing. (d) The representations and warranties set forth of Buyer contained herein (other than in the last sentence of Section 4.06) shall be true and correct in all material respects at and as of the Closing DateDate as if made on and as of such date, except that any representation or warranty that by its terms is stated to be true as of a particular date need be true and correct in all material respects only as of such date, in each case except for breaches as to matters that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (be) No suitSince the date of this Agreement, action there shall not have been any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had a material adverse effect on the financial condition or results of operations of Buyer and its subsidiaries, taken as a whole, or the ability of Buyer to consummate the transactions contemplated by this Agreement, excluding in any case any effects to the extent resulting from (i) changes in the United States economy in general, (ii) changes in Buyer’s industry in general and not specifically relating to Buyer (other than any change in Applicable Law after the date hereof, excluding any such change that has been proposed and is pending in Congress or any federal, state, local or foreign legislative or rule-making body) or (iii) the execution of this Agreement or any of the agreements or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with the purchase documents contemplated hereby and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on (a “Buyer Material Adverse Effect”). (f) Buyer shall have delivered to Seller a certificate, dated the terms set forth hereinClosing Date and signed by an officer of Buyer, in which event Purchaser, on as to the terms satisfaction of the conditions set forth in Section 18, shall protect, defend, indemnify Sections 7.02(c) and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing7.02(d).

Conditions to Seller’s Obligation to Close. Sellers' Seller's obligation ------------------------------------------ to sell close the Property is expressly conditioned on transactions contemplated hereunder shall be contingent upon the satisfaction or fulfillment of the following being satisfied as conditions which are for the sole benefit of the Closing Date, unless Seller and may be waived in writing whole or in part by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.Seller: (ai) Purchaser's The representations and warranties set forth herein of Buyer contained in Section 4 shall be true and correct at and as of the Closing DateDate --------- and all covenants of the Buyer under this Agreement to be performed on or before the Closing Date have been duly performed by the Buyer. (bii) No suitBuyer shall have caused to be delivered to Seller the consideration and the documents identified in Section ------- 2.8(c). ------ (iii) Buyer shall have filed with the Secretary of State of the State of California a Certificate of Determination related to the Buyer Series D Preferred in substantially the form of Exhibit 2.8(d)(iii) attached hereto. ------------------- (iv) Neither the Buyer nor any of its subsidiaries shall have sustained since the date hereof any material loss or material interference with its business from fire, action explosion, flood or other proceeding shall be pending calamity, whether or threatened which seeksnot covered by insurance, nor shall there exist or from any judgment the effect of which islabor dispute or, to restrain Buyer's knowledge, court or impose damages governmental action, order or decree or (2) since such date there has not been any material change in connection with the purchase and sale of a Shopping Center capitalization or the Joint Venture Interest or the transfer of any other material portion long-term debt of the PropertyBuyer or any of its subsidiaries; default under any debt obligation of the Buyer or any bankruptcy, liquidation, voluntary dissolution, filing under applicable laws relating to bankruptcy or insolvency or any similar proceeding commenced in respect of the Buyer (a "Liquidation Event"); any cease trade order or suspension ------------------ of trade in respect of the Common Stock of the Buyer. (cv) Purchaser Buyer shall have performed all of its covenants filed any necessary application or notice with the NASDAQ National Market to have the Buyer Common Stock and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents with respect to the assignment and assumption Common Stock issuable upon conversion of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive ClosingBuyer Series D Preferred approved for listing.

Conditions to Seller’s Obligation to Close. Sellers' Each Seller Party’s obligation to sell consummate the Property Transactions is expressly conditioned subject to the satisfaction or waiver by Seller of each of the following conditions at or before Closing: (a) Buyer’s representations and warranties in Article 4 that are qualified by a reference to “material,” “Material Adverse Effect,” or other materiality qualifications must be correct in all respects on the following being satisfied Closing Date with the same force and effect as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same though made on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations except to the extent that the representation or warranty is expressly limited to a specific date, in which case the representation and warranty need only be correct as of the specified date. All of Buyer’s other hereunder, except as otherwise provided herein. (a) Purchaser's representations and warranties set forth herein shall in Article 4 must be true correct in all material respects on the Closing Date as though made on the Closing Date, except to the extent that the representation or warranty is expressly limited to a specific date, in which case the representation and warranty need only be correct at and in all material respects as of the Closing Datespecified date. (b) No suit, action or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages Buyer must have performed and complied in connection all material respects with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion all of the Propertyagreements, covenants, and obligations required under this Agreement to be performed or complied with by Buyer at or before Closing, including the payments and obligations identified in Article 3. (c) Purchaser shall Buyer must have performed all delivered to Seller a certificate, executed by a duly authorized officer of its covenants Buyer in his or her capacity as such, certifying that the conditions specified in Section 8.2(a) and agreements hereunder in all material respectsSection 8.2(b) have been fulfilled. (d) Sellers shall All applicable waiting periods (including any applicable extensions) under the HSR Act must have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; providedexpired or otherwise been terminated. (e) There must be no Order in effect restraining, howeverenjoining, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such conditionprohibiting, Sellers shall do so and proceed with invalidating, or otherwise preventing the consummation of the transactions contemplated hereby on Transactions. (f) The relevant parties to each of the terms set forth hereinTransaction Documents (other than Seller) have signed and delivered those Transaction Documents. (g) The “binder” for the R&W Insurance Policy must remain in full force and effect as of the Closing Date and must not have been amended, modified, or terminated except in which event Purchaser, on the terms set forth in compliance with Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing7.10.

Conditions to Seller’s Obligation to Close. Sellers' obligation The obligations of Seller to sell close under this Agreement are subject to the Property is expressly conditioned on fulfillment, prior to or at Closing, of each of the following being satisfied (all or any of which may be waived in writing by Seller): (a) The representations and warranties of Buyer shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction if made at and as of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, such date except as otherwise expressly provided herein. (ab) Purchaser's representations and warranties set forth herein shall be true and correct at On and as of the Closing Date. (b) No suit, action Buyer shall have performed and complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or other proceeding shall be pending complied with prior to or threatened which seeks, nor shall there exist any judgment on the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the PropertyClosing Date. (c) Purchaser If a Mortgage is assumed by Buyer and therefore not satisfied at Closing, the Seller shall have performed received a duly executed release in form and substance acceptable to the Seller, pursuant to which Buyer and the holder of the Mortgage as of the Closing Date shall release the Seller from any and all of its covenants obligations and agreements hereunder in all material respectsliabilities under such Mortgage and any other documents evidencing or securing the underlying loan, whether arising before, on or after the Closing Date (the "Seller Release"). (d) Sellers If a Mortgage is assumed by Buyer and therefore not satisfied at Closing, (i) the affiliate of Seller which guaranteed the loan evidencing such Mortgage (the "Spanos Guaxxxxxx"), if any, shall have received all Sellers' Required Consents with respect a duly executed release in form and substance acceptable to such affiliate, pursuant to which Buyer and the assignment and assumption holder of the Ground Leases Mortgage as of the Closing Date shall release the guarantor from any and all obligations and liabilities under such guaranty, whether arising before, on or after the AT&T Wireless Leases Closing Date (the "Spanos Relxxxx"), and Purchaser (ii) the Seller shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close that Sellers' have received all Sellers' Required Consents with respect a duly executed release in form and substance acceptable to the assignment and assumption Seller, pursuant to which the Spanos Guarantor shall release of record the Ground Leases and mortgage granted to such Spanos Guaxxxxxx, if any, as listed on Exhibit C attached hereto (the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closing"Spanos Morxxxxx Release").

Conditions to Seller’s Obligation to Close. Sellers' The obligation of Seller and the Company to sell consummate the Property is expressly conditioned transactions contemplated hereby shall be subject to the fulfillment, at or before the Closing, of all of the conditions set forth below in this Section 7.3. Seller may waive in writing any or all of these conditions in whole or in part without prior notice. (a) Buyer shall have performed in all material respects its material obligations and complied in all material respects with its material agreements and covenants required by this Agreement to be performed or complied with on its part on or prior to the following being satisfied Closing Date. (b) Seller and the Company shall have received from Buyer a certificate dated as of the Closing Date and signed by an authorized officer of Buyer certifying Buyer’s compliance with the conditions set forth in Section 7.3(a). (c) As of the Closing Date, unless waived Buyer shall not be the subject of a bankruptcy case; no court of competent jurisdiction shall have entered an order, judgment or decree appointing a receiver, trustee, liquidator or conservator of Buyer or of the whole or any substantial part of its properties, or approved a petition filed against Buyer seeking reorganization or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or foreign state which shall not have been dismissed; no court of competent jurisdiction shall have assumed custody or control of Buyer or of the whole or any substantial part of its properties under the provisions of any other law for the relief of Buyer’s debts; there shall not be pending against Buyer any proceeding seeking any of the foregoing relief nor shall a petition in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on bankruptcy have been pending against Buyer and not been dismissed prior to the Closing Date; nor shall Buyer by any act have indicated its consent to, Sellers may terminate approval of, or acquiescence in, any such proceeding or petition; nor shall Buyer have admitted in writing its inability to pay its debts generally as they become due, filed a petition in bankruptcy or a petition to take advantage of any insolvency act or made an assignment for the benefit of its creditors or commenced a proceeding for the appointment of a receiver, trustee, liquidator, conservator of itself or of a whole or any substantial part of its property or filed a petition or answer seeking reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statue of the United States of America or any state or foreign state. (d) Seller and the Company shall have received from Buyer a copy of the resolutions of the Board of Directors of Buyer (and any committee thereof) authorizing the execution and delivery of this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein. (a) Purchaser's representations and warranties consummation of the transactions set forth herein herein. Said resolutions shall be certified by an authorized officer of Buyer as being true and correct at and in full force and effect as of the Closing Date. (be) No suit, action or other proceeding Seller shall be pending or threatened which seeks, nor shall there exist any judgment receive at the effect of which is, to restrain or impose damages in connection with Closing the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Propertydeliveries required by Section 8.3. (cf) Purchaser shall have performed all of its covenants and agreements hereunder in all material respects. (d) Sellers Seller shall have received all Sellers' Required Consents with respect a reasonably satisfactory written opinion of an investment bank of national repute to the assignment effect that, from a financial point of view and assumption of subject to certain assumptions and limitations, the Ground Leases and the AT&T Wireless Leases and Purchaser shall have consideration to be received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition by Seller pursuant to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth herein, in which event Purchaser, on the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closingthis Agreement is fair.

Conditions to Seller’s Obligation to Close. Sellers' obligation to sell the Property is expressly conditioned on close hereunder shall be subject to the following being conditions: (i) Purchaser shall have performed, satisfied as and complied with, or tendered performance of, in all material respects, all of the terms, conditions and covenants required by this Agreement and the Long Street Contract to be performed or complied with by Purchaser on or before the Closing Date. Seller shall have no obligations to close hereunder unless Purchaser closes simultaneously herewith on the Long Street Contract, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on its term the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided hereinLong Street Contract has been terminated. (aii) Purchaser's All representations and warranties set forth herein of Purchaser in this Agreement shall be true and correct at in all material respects as of the date of this Agreement, and as of the Closing Date. (biii) No suitIf a holder of a Mortgage shall permit Purchaser to purchase a Property subject to the lien of such Mortgage, action or other proceeding Purchaser and the holder of such Mortgage shall be pending or threatened have executed and delivered at the Closing, in recordable form and otherwise in a form satisfactory to Sellers, an instrument pursuant to which seekssuch Purchaser shall assume the applicable Seller's liabilities and obligations, nor shall there exist any judgment the effect of which isas mortgagor, to restrain or impose damages under such Mortgage (each a (iv) Any and all Antitrust Clearance required in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Propertytransactions contemplated by this Agreement shall have been obtained. (cv) Purchaser No judgment, injunction, order, decree or action by an federal, state or local government, court, or administrative or regulatory agency of competent authority preventing the sale contemplated hereby shall have performed all become final and unappealable or shall be in effect as of its covenants and agreements hereunder in all material respects. (d) Sellers shall have received all Sellers' Required Consents the date as to which time is of the essence with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives the condition to its obligation to close pursuant to Section 5(a), it being understood that Sellers' have received all Sellers' Required Consents with respect to if this condition shall not be satisfied at Closing, this Agreement shall terminate and be null, void and of no further force and The foregoing conditions under this Subsection 20(b), except for the assignment condition in clause (iv), are for the benefit of Sellers only, and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of the transactions contemplated hereby on the terms set forth hereinmay, in which event Purchasertheir sole discretion, on waive any or all of such conditions and close title under this Agreement without any increase in the terms set forth in Section 18, shall protect, defend, indemnify and hold Sellers harmless from and against any and all loss, liability, cost, and expense arising out of or related to claims brought by the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive ClosingPurchase Price.

Conditions to Seller’s Obligation to Close. Sellers' The obligation of Sellers to sell convey and transfer to Buyer the Property is expressly conditioned Properties on the Closing Date and of Tenant to enter into the Lease is subject to the satisfaction or written waiver by Seller Parties of the following being satisfied conditions precedent on and as of the Closing Date, unless waived in writing by Winmar Co., as agent for Sellers, and, absent satisfaction of same on the Closing Date, Sellers may terminate this Agreement and thereafter no party shall have any further obligations to the other hereunder, except as otherwise provided herein.: (a1) Purchaser's The representations and warranties set forth herein made by Buyer pursuant to Section 13.2 hereof shall be true true, correct and correct at complete in all material respects on and as of the Closing Date. (b2) No suit, action or other proceeding shall be pending or threatened which seeks, nor shall there exist any judgment the effect of which is, to restrain or impose damages in connection with the purchase and sale of a Shopping Center or the Joint Venture Interest or the transfer of any other material portion of the Property. (c) Purchaser Buyer shall have performed all of its covenants and agreements hereunder in and delivered all material respectsdocuments required by this Agreement to be performed or delivered by it on or before the Closing Date and shall have paid the Purchase Price. (d3) Sellers Buyer shall have received all Sellers' Required Consents with respect to delivered the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and Purchaser documents set forth under Section 9.2. (4) Buyer shall have received all Purchaser's Required Consents; provided, however, that if Purchaser waives delivered copies of applicable resolutions or certificates as Seller may reasonably require or as the condition Title Company may require and such other documents reasonably required to its obligation to close that Sellers' have received all Sellers' Required Consents with respect to the assignment and assumption of the Ground Leases and the AT&T Wireless Leases and requests that Sellers also waive such condition, Sellers shall do so and proceed with the consummation of consummate the transactions contemplated hereby on herein. (5) Buyer shall not, at any time prior to Closing, file or have filed against it a petition seeking relief under the terms set forth hereinbankruptcy or other similar laws of the United States or any state thereof. (6) Arrangements reasonably acceptable to Buyer and Seller Parties have been made for establishment of the tax and insurance account(s) and “Reserve” account required under the Lease. (7) Prior to Closing, Care shall have consented to the transfer by Xxx to Tenant of the membership interests in Xxxx Xxxxxxxx Cottage, L.L.C., Burlington Xxxxxxxx Cottage, L.L.C., Marshalltown Xxxxxxxx Cottage, L.L.C., and Urbandale Xxxxxxxx Cottage, L.L.C. (8) Care and Sioux City II shall close under the Sioux City II Sale Agreement simultaneously with the Closing hereunder. If the foregoing contingencies in this Section 8.2 are not satisfied, then, in which event Purchaseraddition to any rights afforded by Section 16 of this Agreement, on Seller Parties shall be entitled to terminate this Agreement by delivering written notice thereof to Buyer in accordance with and subject to the terms set forth in provisions of Section 1817 below, whereupon this Agreement shall protect, defend, indemnify terminate and hold Sellers harmless from become null and against any void and all lossparties hereto shall be relieved of all obligations hereunder, liability, cost, and expense arising out of or related to claims brought by except under those provisions which specifically survive the ground lessor or AT&T Wireless based upon the failure to obtain such consents, which indemnification obligation shall survive Closingtermination hereof.