Common use of Contingencies Clause in Contracts

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLERSeller’s ability obligation to deliver to PURCHASER and consummate the delivery to PURCHASER of transactions contemplated hereby is contingent as follows: (i) good, marketable and insurable fee simple title to Any approvals that may be required under the Property, free and clear of Financing Liens, HSR Act (as defined in Paragraph 31 below); (ii) good Purchaser performing its obligations under the Agreement; (iii) Purchaser having executed and lien free title delivered a Real Estate Purchase and Sale Agreement for the purchase and sale by Seller to Purchaser of Seller’s remaining Florida Timberlands in the Personal Propertyprice of Fifty Million Five Hundred Thousand Dollars ($50,500,000.00); and, (iv) Purchaser having closed on each of the scheduled Closings provided in this Agreement or the Closing being extended as provided herein. (b) SELLER furnishing PURCHASER with all necessary approvalsIn addition to Purchaser’s timely due diligence investigations as set forth herein, consents and resolutions of the trustees of the trusts comprising SELLER authorizing Purchaser’s obligation to consummate the transactions contemplated herebyhereby is contingent as follows: (i) Any approvals that may be required under the HSR Act (as defined in Paragraph 31 below); (ii) Seller performing its obligations under the Agreement; (iii) Seller having executed and delivered a Real Estate Purchase and Sale Agreement for the purchase and sale by Seller to Purchaser of Seller’s remaining Florida Timberlands in the price of Fifty Million Five Hundred Thousand Dollars ($50,500,000.00); and and, (iv) Seller having closed on each of the scheduled Closings provided in this Agreement or the Closing being extended as provided herein. (c) If the contingencies described above have not been met or waived by Closing, this Agreement will terminate; provided, however, that Closing will be extended for an amount of time required to obtain any consents that may be required under the HSR Act, subject to the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereofParagraph 31 hereof.

Contingencies. 3.1 SELLER shall The obligation of Assignee to close under this Agreement is contingent upon: (a) Customer’s financial condition not having changed materially from the Customer’s financial statements received and reviewed by Assignee; (b) Assignee’s review of the engineering, procurement and construction documents, inspection, governmental approvals/permits, and interconnection documents, as well as independent engineer’s inspection report for the System; (c) Receipt of satisfactory documentation of the continuing right to operate the System at SELLER’s sole cost the Premises for the full term of the PPA without earlier termination for default by the Customer; (d) Receipt of duly executed and expenseauthorized documentation set forth in paragraph 3 above in form reasonably satisfactory to Assignee; (e) take all necessary steps No claims having been asserted by the Internal Revenue Service or U.S. Treasury with respect to satisfyInvestment Tax Credits, terminateand/or cash in lieu under Section 1603, discharge and defease all mortgages, deeds operation of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, System having continued such that no Section 1603 claim could arise, and no other tax claims existing. Should any of the Financing Liens special conditions in paragraph 3 or the foregoing contingencies not be satisfied and/or resolved by September 30, 2017 (“Contingency Deadline”), then Assignee shall no longer encumber have the Property, right to (i) waive any special condition or contingency that has not been fulfilled and close on the SiteAssignment; (ii) extend the Contingency Deadline for up to 15 days while reducing the Assignment Price by $5,000, or any portion thereof(iii) the terminate this Agreement. Upon termination by Assignee, this Agreement shall have no force or effect and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) obligations and agreements hereunder by both Assignor and Assignee shall be discontinued with prejudicenull and void ab initio, provided, however, that the Deposit will be returned and Assignor shall have liability to Assignee for Assignor’s failure to act in good faith under this Agreement. Should all the special conditions in paragraph 3 and the foregoing contingencies be satisfied and/or resolved but payment of the Assignment Price not made within 30 days of the Contingency Deadline, then this Agreement shall have no force or effect and shall be null and void ab initio, provided, however, that Assignor shall retain the Deposit in lieu of any and all notices of pendency damage claims and alternative remedies. Notwithstanding the foregoing, Assignor shall not be cancelled (and same not being raised as an exception entitled to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability retain the Deposit or any other remedies if it has failed to deliver agree to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title reasonable adjustments to the Property, free and clear of Financing Liens, (ii) good and lien free title to Assignment Price for a delay in meeting the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereofContingency Deadline.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost It is understood and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering agreed by the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such parties hereto that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices obligations of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations Buyer hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) goodsatisfaction, marketable and insurable fee simple title at or prior to the Property, free and clear of Financing Liens, Closing (iior such earlier date as is set forth below) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees following conditions precedent (any of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and which may be waived by PURCHASER onlyBuyer, in whole its discretion): (A) Buyer shall have thirty (30) days from its receipt of a current preliminary title report on the Property, together with full, complete and legible copies of all Schedule B exceptions of record shown therein (the “Title Report”), and ten (10) days from Buyer’s receipt of any amended Title Report and copies of any additional title exceptions referenced therein, to object in writing to any matters appearing in the Title Report (the “Title Objection Notice”). If Buyer does submit a Title Objection Notice, Seller shall have ten (10) days to remove any matters objected to by Buyer. Upon receipt of the Title Objection Notice, Seller shall use its best efforts to remove such matters, to the satisfaction of Buyer (and Seller shall cause any monetary liens on the Property to be released at or before the Close of Escrow). If Seller is unable or elects not to remove such matters by the end of the ten (10) day “cure period” (or in partthe case of release of monetary liens, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this AgreementClosing), PURCHASER then Buyer may, as its sole right and remedyupon the expiration of the applicable “cure period,” elect to waive the matters objected to, terminate the Sovran Lease and this Agreement by providing or provide written notice to SELLER no later than three Seller and Escrow Agent of its election to terminate this Escrow and Agreement (3) business days following the date established for Closing hereunder“Title Termination Notice”), whereupon in which latter case this Escrow and Agreement shall terminate and neither SELLER nor PURCHASER party shall have any further claim against obligations or liabilities to the otherother and all Xxxxxxx Money Deposits shall be immediately returned to Buyer; provided that, notwithstanding the foregoing, Seller shall be obligated to cause any monetary liens on the Property to be released at or before Closing. In the absence of the Title Termination Notice given in the manner and within the time described above, the conditions in this Paragraph 5(A) shall conclusively be deemed waived by Buyer; (B) Buyer shall be entitled to make and obtain general and economic feasibility studies of the Property as Buyer deems appropriate and necessary including but not limited to soil test, water test, surveys, Phase I environmental audit, drainage test, review of water rights, review of existing farm lease, if any, soil planning studies, engineering and feasibility studies on the Property, and the results of same, shall be subject to Buyer’s approval, in Buyer’s sole discretion, which approval shall be deemed granted unless Buyer gives written notice to Seller and Escrow Agent of its disapproval (the “Feasibility Disapproval Notice”) within forty-five (45) days following the Opening of Escrow (the “Feasibility Period”). Buyer may extend the Feasibility Period by fifteen (15) days, from 45 days to 60 days following the Opening of Escrow, by delivering written notice to Seller and Escrow Agent prior to the expiration of the initial 45 day Feasibility Period. Should Buyer provide the Feasibility Disapproval Notice, all Xxxxxxx Money Deposits shall be returned to Buyer, except for claims which $10.00 to be retained by their terms survive Seller as binding consideration for this Agreement, and all documents shall thereupon be returned to the termination thereofparties depositing same, and Buyer and Seller shall thereupon be relieved and released from any and all further liability or obligation hereunder. In the absence of the Feasibility Disapproval Notice given in the manner and within the time described above, the conditions in this Paragraph 5(B) shall conclusively be deemed waived by Buyer. (C) Buyer shall have verified, to its reasonable satisfaction, that the Property includes at least 1.760 gross acres; and (D) Seller shall have fully performed all of its obligations under this Agreement, and all of Seller’s representation and warranties in this Agreement shall be true and correct in all material respects. If any of Buyer’s conditions to Closing have not been satisfied as set forth above (or waived in writing by Buyer, in its discretion), then Buyer may terminate this Agreement by written notice to Seller and Escrow Agent and receive a full refund of all Xxxxxxx Money Deposits.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated herebyintentionally omitted; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

Contingencies. 3.1 SELLER shall Closing under this Agreement is subject to and conditioned upon completion of closing under all, but not less than all, of the Agreements of Sale described on EXHIBIT F attached hereto. Notwithstanding the foregoing to the contrary, (at SELLER’s sole cost a) if any one or more of the Agreements of Sale described on EXHIBIT F attached hereto is terminated by Buyer as a result of (1) fire or other casualty loss pursuant to Paragraph 16(b) thereof, (2) a condemnation pursuant to Paragraph 17(a) thereof, (3) the seller's inability to deliver the title required pursuant to Paragraph 4(a) thereof, (4) a willful and expenseintentional material breach or misrepresentation by the seller pursuant to Paragraph 24(c) take all necessary steps thereof, (5) a Material Rent Roll Discrepancy as defined in Paragraph 7(b) thereof or (6) inability to satisfy, terminate, discharge obtain and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”deliver a "non-applicability letter" pursuant to Paragraph 7(d) of recordthe Burnt Mill, on or before the ClosingMoorestowne Xxxxx, such that the Financing Liens Xxxxxxx Mill and Vineland Village Agreements, Seller and Buyer shall no longer encumber the Property, the Site, or any portion thereofnevertheless complete Closing under this Agreement, and Buyer shall nevertheless complete Closing under all of the other Agreements of Sale described on EXHIBIT F attached hereto which have not been terminated pursuant to a Permitted Termination (as defined below). (b) Seller's obligation to close under this Agreement is subject to and conditioned upon the receipt of any and all enforcement proceedings respecting approvals and consents necessary for Seller to consummate the Financing Liens transaction contemplated by this Agreement. Seller will use its best efforts to endeavor to obtain said approvals and consents. If all such approvals and consents necessary for Seller to consummate the transaction contemplated by this Agreement are not received within ninety (such as foreclosure actions90) days from the date hereof, then this Agreement shall be discontinued automatically cancelled and terminated, the Deposit, together with prejudiceinterest earned thereon, shall be returned to the Buyer, and all notices of pendency neither party shall be cancelled (have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in Paragraphs 5(e), 7 and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing22. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) goodIf two (2) or less of the Agreements of Sale described on EXHIBIT F attached hereto are terminated by the Buyer as a result of an Environmental Condition pursuant to Paragraph 7(c) thereof, marketable Seller and insurable fee simple title Buyer shall nevertheless complete Closing under this Agreement, and Buyer shall nevertheless complete Closing under all of the other Agreements of Sale described on EXHIBIT F attached hereto which have not been terminated pursuant to the Property, free and clear of Financing Liens, a Permitted Termination. (ii) good and lien free title Notwithstanding Paragraph 9(c)(i) to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvalscontrary, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than if three (3) business days following or more of the date established for Closing hereunderAgreements of Sale described on EXHIBIT F attached hereto are terminated by the Buyer as a result of an Environmental Condition pursuant to Paragraph 7(c) thereof, whereupon neither SELLER nor PURCHASER Seller shall have the right to complete Closing under this Agreement provided that each seller under each of the other Agreements of Sale described on EXHIBIT F attached hereto which have not been terminated pursuant to a Permitted Termination, exercise its right to complete Closing thereunder, in which event the Buyer shall be obligated to complete Closing under this Agreement and all of the other Agreements of Sale described on EXHIBIT F attached hereto which have not been terminated pursuant to a Permitted Termination; if each seller under each of the other Agreements of Sale described in EXHIBIT F attached hereto which have not been terminated pursuant to a Permitted Termination does not exercise its right to complete Closing thereunder, then this Agreement shall be terminated, and thereupon the Deposit, together with interest earned thereon, shall be returned to Buyer, and upon such termination Seller shall pay to Buyer the sum of TWENTY THOUSAND ($20,000.00) DOLLARS as liquidated damages as Buyer's sole and exclusive remedy. Seller shall exercise its right to complete Closing under this Agreement by serving written notice thereof upon Buyer within ten (10) days after Seller receives written notice from Buyer of Buyer's termination of three (3) or more of the Agreements of Sale described on EXHIBIT F attached hereto as a result of an Environmental Condition pursuant to Paragraph 7(c) thereof, as set forth above. (d) If any further claim against one (1) or more of the otherAgreements of Sale described on EXHIBIT F attached hereto is terminated as a result of a Third Party Action pursuant to Paragraph 34 thereof, except for claims Seller and Buyer shall nevertheless complete Closing under this Agreement, and Buyer shall nevertheless complete Closing under all of the other Agreements of Sale described on EXHIBIT F attached hereto which by their terms survive have not been terminated pursuant to a Permitted Termination. A termination of any of the termination Agreements of Sale described on EXHIBIT F attached hereto pursuant to Paragraphs 16(b), 17(a), 4(a), 24(c), 7(b), 7(c) or 34 thereof, or Paragraph 7(d) (with respect to the Burnt Mill, Moorestowne Xxxxx, Xxxxxxx Mill and Vineland Village Agreements only) is referred to herein as a "Permitted Termination".

Contingencies. 3.1 SELLER 1.4.1. The parties hereto expressly agree and acknowledge that the payment of the Purchase Price Balance and the Close of Escrow, as hereinafter defined, are expressly contingent upon the following: 1.4.1.1. The Seller shall have obtained the approval of all automotive franchising manufacturers (at SELLER’s sole cost the "Factory Approval") which have franchise agreements with the Corporations to sell new vehicles and expenseparts. The parties acknowledge and agree that in the event some or all of the Factory Approvals are not obtained on or before the Closing Date, as that term is defined in that certain Plan and Agreement of Merger by and between Fidelity Holdings, Inc. ("Fidelity"), Major Automotive Group, Inc. ("MAG"), Major Acquisition Corp. ("MAC") take and Xxxxx Xxxxxxx ("Xxxxxxx"), (the "Merger Agreement") the parties may either (i) extend the Closing Date in order to provide the Seller with additional time to obtain the Factory Approval or (II') the Buyer may proceed with the Close of Escrow in which event the Purchase Price shall be adjusted 'in accordance with the allocations set forth on the attached Schedule 6 ("Partial Closing"). In the event of the occurrence of Partial Closing (i) the Escrow Agent shall deliver those shares for the Corporations for which Factory Approvals have been obtained and shall deliver the applicable portion of the Deposit to Seller, and (ii) the Seller shall be under a continuing obligation to obtain the remaining Factory Approvals upon the obtaining of which, the Seller shall be paid the balance of the Purchase Price. Seller may waive receiving any further monies post Close of Escrow upon delivery of written notice of his inability to obtain the remaining Factory Approvals to Buyer in which event Escrow Agent shall deliver to Seller those shares in those Corporations for which Factory Approval was not obtained. 1.4.1.2. Buyer's obtaining and delivering to Escrow Agent unconditional releases from all necessary steps to satisfyof the creditors set forth on Exhibit "C", terminateattached hereto, discharge and defease all mortgagesby this reference made a part hereof, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements releasing Seller from any and all other financing liens encumbering liability as a primary obligor or as a guarantor for any and all debts owed each such creditor ("Releases"). This contingency may be waived by Seller in the Site event Buyer is unable to obtain all of the Releases in which event, Buyer shall be required to post sufficient collateral to protect Seller to Seller's satisfaction until the Releases are obtained or the underlying debts satisfied. 1.4.1.3. The consummation of that certain Plan and Personal Property (collectively “Financing Liens”) Agreement of recordMerger dated March, 1997 by and among Fidelity, MAG and Buyer- and 1.4.1.4. Seller and Buyer shall, on or before the ClosingClosing of Escrow Date, such that as hereinafter defined, have reached an agreement as to any adjustment in the Financing Liens shall no longer encumber Purchase Price as a result of Seller's loans receivable, paid in capital, cash reserves and loans payable to the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive ClosingCorporations. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing1.4.2. In the event that all such contingencies are the Merger Agreement is not satisfied consummated for any reason, or waived by PURCHASER in writing the Closing and/or Partial Closing have not been extended, completed or partially completed in accordance with the terms of this AgreementArticle 1. 4.1.1 above, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice shall be null and void ab initio in which event the Deposit shall be returned to SELLER no later than three (3) business days following Buyer, together with interest thereon, the date established for Closing hereunderShares shall be returned to Seller, whereupon neither SELLER nor PURCHASER together with all dividends and distributions paid, and the parties shall have any no further claim against the rights or obligations with respect to each other, except for claims which by their terms survive the termination thereof.

Contingencies. 3.1 SELLER Xxxxx has a thirty (30) day period from the date of full execution of this Agreement to conduct due diligence. Prior to the expiration of this due diligence period, Buyer shall have the right to terminate this Agreement by giving to Seller written notice of termination before the expiration of the Due Diligence Period and the Xxxxxxx Money shall be immediately refunded to Buyer. If Xxxxx does not give written notice of termination before the expiration of the Due Diligence Period, this Agreement shall continue in full force and effect, the Xxxxxxx Money shall become non-refundable to Buyer except as otherwise expressly provided herein, and Buyer shall have no further right to terminate this Agreement pursuant to this Subsection. Promptly following the execution and delivery of this Contract, Buyer shall apply to First American Title Insurance Company, by and through its agent Community Title Company, LLC ("Title Insuror") for a title insurance commitment (the "Title Commitment") in the amount of the Purchase Price which shall disclose the state of the title to the Property and shall constitute the commitment of the Title Insuror to insure the title at SELLER’s sole cost closing in the name of Buyer or its successors or assigns, with a title insurance policy in an ALTA Form-B of Owners title insurance: The Title Commitment shall be on the ALTA standard form and expense) take all necessary steps to satisfyshall contain no exceptions other than the usual standard printed exceptions, terminateexceptions for current real property taxes, discharge and defease all mortgages, deeds of trust, assignments of leases such easements and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) restrictions of record, on or before the Closing, such that the Financing Liens zoning and building ordinances and other matters as may be approved by Buyer. Buyer shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens have five (such as foreclosure actions5) shall be discontinued with prejudice, and all notices days after receipt of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of Title Commitment within which to notify the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in partSeller, in writing, of Xxxxx's disapproval of any exception(s) shown in said Title Commitment. In the event of such disapproval, Seller shall have one (1) day following receipt of such notice from Buyer within which to either (a) remove any disapproved exception(s) or matter(s), or (b) notify Buyer that all such contingencies are not satisfied Seller is either unwilling or waived by PURCHASER in writing in accordance unable to remove any disapproved exception(s) or matter(s). In the event Seller notifies Buyer that it is either unwilling or unable to remove said items, Xxxxx shall have the option to proceed to closing with the terms of disapproved items or to declare this Agreement, PURCHASER may, as its sole right Contract null and remedy, terminate the Sovran Lease and this Agreement void by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, Seller whereupon neither SELLER nor PURCHASER party shall have any further claim against liability to the other, and all Xxxxxxx Money shall be promptly returned to Buyer. The standard exceptions for mechanics and materialmen's liens and parties in possession shall be removed based on an affidavit and indemnity agreement satisfactory to the Title Insuror to be signed by Seller. Following closing, a policy of owner's title insurance will be issued to Buyer at the expense of the Buyer, which policy shall contain no exceptions except for claims which current taxes and such other exceptions as shall be permitted after review of the Title Commitment by their terms survive Xxxxx. Buyer to pay for loan policy of title insurance, and Xxxxx is entitled to simultaneous issue credit. The standard survey exception shall be deleted from the termination thereoftitle policies based upon the Survey.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost It is understood and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering agreed by the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such parties hereto that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices obligations of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations Buyer hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) goodsatisfaction, marketable and insurable fee simple title at or prior to the Property, free and clear of Financing Liens, Closing (iior such earlier date as is set forth below) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees following conditions precedent (any of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and which may be waived by PURCHASER onlyBuyer, in whole its discretion): (A) Buyer shall have twenty (20) days from Opening of Escrow to review a current preliminary title report on the Property, together with full, complete and legible copies of all Schedule B exceptions of record shown therein, and ten (10) days from Buyer’s receipt of any amended title report reflecting any additional exceptions of record, and copies of such additional title exceptions referenced therein, to object in writing to any matters appearing therein (the “Title Objection Notice”). If Buyer does submit a Title Objection Notice, Seller shall have ten (10) days to remove any matters objected to by Buyer. Upon receipt of the Title Objection Notice, Seller shall use its best efforts to remove such matters, to the satisfaction of Buyer (and Seller shall cause any monetary liens on the Property to be released at or before the Close of Escrow). If Seller is unable or elects not to remove such matters by the end of the ten (10) day “cure period” (or in partthe case of release of monetary liens, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this AgreementClosing), PURCHASER then Buyer may, as its sole right and remedyupon the expiration of the applicable “cure period,” elect to waive the matters objected to, terminate the Sovran Lease and this Agreement by providing or provide written notice to SELLER no later than three Seller and Escrow Agent of its election to terminate this Escrow and Agreement (3) business days following the date established for Closing hereunder“Title Termination Notice”), whereupon in which latter case this Escrow and Agreement shall terminate and neither SELLER nor PURCHASER party shall have any further claim against obligations or liabilities to the otherother and Ninety Thousand and No/100 Dollars ($90,000.00) of the Xxxxxxx Money Deposits shall be immediately returned to Buyer; provided that, notwithstanding the foregoing, Seller shall be obligated to cause any monetary liens on the Property to be released at or before Closing. In the absence of the Title Termination Notice given in the manner and within the time described above, the conditions in this Paragraph 5(A) shall conclusively be deemed waived by Buyer; (B) Buyer shall have forty-five (45) days from Opening of Escrow (the “Feasibility Period”) to make and obtain general and economic feasibility studies of the Property as Buyer deems appropriate and necessary including but not limited to soil test, water test, surveys, Phase I environmental audit, drainage test, review of water rights, review of existing farm lease, if any, soil planning studies, engineering and feasibility studies on the Property, and the results of same, shall be subject to Buyer’s approval, in Buyer’s sole discretion, which approval shall be deemed granted unless Buyer gives written notice to Seller and Escrow Agent of its disapproval prior to expiration of the Feasibility Period (the “Feasibility Disapproval Notice”). Should Buyer provide the Feasibility Disapproval Notice prior to expiration of the Feasibility Period, Ninety Thousand and No/100 ($90,000.00) of the Xxxxxxx Money Deposits shall be returned to Buyer, all documents shall thereupon be returned to the parties depositing same, and Buyer and Seller shall thereupon be relieved and released from any and all further liability or obligation hereunder. In the absence of the Feasibility Disapproval Notice given in the manner and within the time described above, the conditions in this Paragraph 5(B) shall conclusively be deemed waived by Buyer; (C) Prior to expiration of the Feasibility Period, Buyer shall have verified, to its reasonable satisfaction, that the Property includes at least 1,810 gross fee acres and 160 state ag lease acres; and (D) Seller shall have fully performed all of its obligations under this Agreement, and all of Seller’s representation and warranties in this Agreement shall be true and correct in all material respects. If any of Buyer’s conditions to Closing as set forth above (or waived in writing by Buyer, in its discretion) have not been satisfied, then Buyer may terminate this Agreement by written notice to Seller and Escrow Agent and receive a full refund of all Xxxxxxx Money Deposits, except for claims which by their terms survive the termination thereofas provided above.

Contingencies. 3.1 SELLER 10.1 The Closing is contingent upon and subject to those matters specifically set forth hereinafter in this Section 10.1 (the “Contingencies”). 10.1.1 Purchaser’s receipt of approval of the Permits and Approvals. 10.1.2 That as of the Effective Date and at the time of Closing all representations and warranties of Seller shall (at SELLER’s sole cost be true, accurate and expense) take complete and not misleading in any material respect and there shall have been no uncured breach or breaches of the same by Seller. 10.1.3 Seller shall have fully performed all necessary steps to satisfyobligations, terminate, discharge covenants and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and complied with all conditions, required by this Agreement to be performed or complied with by Seller prior to the Closing Date. 10.1.4 Title to the Property shall be in the condition as required under Section 6 of this Agreement and the Title Company shall have irrevocably committed to issue the title policy on the terms and conditions herein and subject only to the Permitted Exceptions for the Closing. 10.1.5 There shall be no moratorium limitations or other financing liens encumbering governmental action preventing the Site and Personal development and/or construction of the Property (collectively “Financing Liens”) for Purchaser’s Intended Purposes. 10.2 Any Contingencies set forth in Section 10.1 herein may be waived, lessened, or otherwise removed from this Agreement by Purchaser at any time by delivery of recordwritten notification from Purchaser to Seller. If the provisions of Sections 10.1.2, 10.1.3, 10.1.4 or 10.1.5 have not been satisfied by Seller or waived in writing by Purchaser on or before the ClosingClosing Date, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception then Purchaser may elect to title shall be deemed Lessor’s compliance). The provisions of terminate this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writingAgreement. In the event that this Agreement terminates pursuant to this Section 10.2 due to a failure of any of the Contingencies in Section 10.1.2, Section 10.1.3, Section 10.1.4 or Section 10.1.5 to be satisfied, Escrow Agent shall return to Purchaser the Additional Xxxxxxx Money but not the Extension Fees or the Initial Xxxxxxx Money and the Parties hereto shall thereafter be relieved of all such contingencies are rights and obligations hereunder except for those rights and obligations which expressly survive the termination of this Agreement. In the event this Agreement terminates pursuant to this Section 10.2 due to a failure of the Contingencies in Section 10.1.1 to be satisfied, Escrow Agent shall verify Purchaser has complied with the Submission Deadlines. In the event Purchaser has complied with the Submission Deadlines, Purchaser shall be entitled to return of the Additional Xxxxxxx Money but not satisfied the Extension Fees or waived the Initial Xxxxxxx Money. In the event Purchaser has not complied with the Submission Deadlines, after the expiration of the notice and cure periods set forth in Section 15.1, and Purchaser terminates or cancels this Agreement subsequent to the expiration of the Inspection Period, then all of the Xxxxxxx Money Deposit, including but not limited to the Additional Xxxxxxx Money, to the extent paid, shall be released to Seller. Notwithstanding anything contained in this Agreement to the contrary, if any Contingencies remain unsatisfied as of Closing as a result of a default by PURCHASER Seller under this Agreement, then Purchaser shall have the rights and remedies set forth in writing Section 15.2 below. Upon Purchaser’s election to terminate this Agreement in accordance with the terms provisions set forth in this Agreement and written request from Seller, and if Seller is not in default of its obligations under this Agreement, PURCHASER mayPurchaser shall deliver to Seller, as without representation or warranty of any type or nature, express or implied, copies of all due diligence materials relating to the Property prepared by third parties at Purchaser’s direction and delivered to Purchaser prior to such termination, excluding architectural and engineering plans for the Property, marketing materials, documents and information that are deemed by Purchaser to be proprietary to Purchaser, and matters subject to attorney-client or similar privileges. 10.3 Purchaser agrees to keep Seller informed on a regular basis after the Effective Date and until satisfaction of the Contingencies, with respect to its sole right commercially reasonable efforts, and remedythe status of such efforts, terminate to satisfy the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereofContingencies.

Contingencies. 3.1 SELLER A. Notwithstanding any other provision in this Purchase Agreement to the contrary, the parties agree that the purchase by Purchaser of the Entire Property is subject to the following “Purchaser Contingencies”: a. Purchaser receives, on the Closing Date, title insurance coverage effective as of the date of Closing in the form and content as required by this Agreement; b. All warranties and representations of Seller are materially true and correct on this date and as of the date of Closing; c. Purchaser has obtained approval of this Agreement and the transaction contemplated hereby by Purchaser’s Investment Committee within ten (10) days of the Effective Date; and d. Purchaser has been provided, within 7 days of the Effective Date, with a certification from Seller’s “Lenders” (as defined below) that Seller’s “Credit Facilities” (as defined below) are not in default, or if in default, such default shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering be automatically cured if the Site and Personal Property (collectively “Financing Liens”) of record, transaction contemplated by this Agreement is consummated on or before May 15, 2002 (the Closing, such that “Lenders Certification”). Seller agrees to use its best efforts to obtain the Financing Liens Lenders Certification within 7 days of the Effective Date. “Credit Facilities” shall no longer encumber the Property, the Sitemean any line of credit facility (whether drawn on or not) available to Seller, or any portion thereof, debt in excess of $10,000 (whether secured or unsecured and whether on a term or a demand basis) owed by Seller. “Lender” shall mean any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) entity or person with which or with whom Seller has a Credit Facility. The Lenders Certification shall be discontinued with prejudice, “clean” and all notices of pendency without exceptions or qualification and shall be cancelled addressed to Purchaser, on the Lender’s stationary and executed in ink (and same not being raised as stamped) by an exception to title shall be deemed Lessor’s compliance). The provisions officer of this Section 3.1 shall survive ClosingLender. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

Contingencies. 3.1 SELLER In the event of any contingency preventing or substantially interfering with the production, shipment or delivery of the products deliverable hereunder, including but not limited to such contingencies as fire, accident, sabotage, use, act of war or the public enemy, uprising, riot, restraint by any government, regulation, rule or order (whether or not actually valid) of any governmental agency or authority, the fixing of price ceilings on any products deliverable hereunder by a governmental agency or authority below prices agreed to for such products by RAYONIER and EASTMAN, strike, sitdown, lockout, labor dispute, shortage of labor, fuel, power or raw materials, embargo, restriction or scarcity of transportation facilities, act of God or other cause beyond the control of either party, restrictions as to contracts, materials and shipping, and allocations or priorities, RAYONIER shall be under no obligation during such contingency to make shipments if the contingency shall be one immediately affecting RAYONIER and the shipments which otherwise would have been made during such period shall be canceled unless EASTMAN and RAYONIER otherwise mutually agree. If the contingency shall be one immediately affecting EASTMAN such that it is unable to purchase any acetate pulp from any supplier, including RAYONIER, EASTMAN shall immediately notify RAYONIER in writing and shall be under no obligation during the period thereof to accept shipments from RAYONIER except such as have been delivered to common carrier prior to the receipt by RAYONIER of notice from EASTMAN of such contingency. ***. Upon the termination of any such contingency, the obligation of the parties hereunder shall (at SELLER’s sole cost and expenseexcept as herein otherwise provided) take all necessary steps again become fully effective with respect to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Propertyproducts, the Sitedate for shipment of which have not passed. Notwithstanding the foregoing, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) nothing in this article shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception used to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing***. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance ***. In the event *** for purposes of determining whether EASTMAN has complied with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof***.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLERSeller’s ability obligation to deliver consummate the transactions contemplated hereby is subject to PURCHASER the following conditions, each of which may be waived in the sole and the delivery to PURCHASER absolute discretion of Seller: (i) goodPurchaser performing, marketable in all material respects, its obligations under the Agreement; (ii) Purchaser’s representations and insurable fee simple warranties shall be true and correct in all material respects on and as of the Closing Date, and Purchaser shall have delivered to Seller a certificate to that effect (the “Purchaser’s Closing Certificate”); (iii) Purchaser shall have executed and delivered, and the Province of Nova Scotia shall have approved and executed, either a Partial Assignment of Conversion Agreement; (iv) No suit, action, arbitration or other proceeding shall be pending before any court or governmental agency which has resulted in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement or may result in an order to return to the Purchaser all or any material part of the purchase price; (v) the approval of the Requisite Lenders, as that term is defined in that certain Credit Agreement, as amended, dated November 30, 2004 (the “Credit Agreement”) by and between the Seller and JPMorgan Chase Bank, N.A., as agent for the Lenders (“Lender Approval”). (b) Purchaser’s obligation to consummate the transactions contemplated hereby is subject to fulfillment of the following conditions, each of which may be waived in the sole and absolute discretion of Purchaser: (i) Seller performing, in all material respects, its obligations under the Agreement; (ii) Seller’s representations and warranties shall be true and correct in all material respects on and as of the Closing Date, and Seller shall have delivered to Purchaser a certificate to that effect at Closing (the “Seller’s Closing Certificate”); (iii) No suit, action, arbitration or other proceeding, shall be pending before any court or governmental agency which has resulted in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement or may result in an order to recover to the Seller all or any material part of the Assets; and (iv) Purchaser shall have received a title policy insuring that Purchaser holds title to the Property, free and clear of Financing Liens, (ii) good and lien free title Real Property subject only to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of Permitted Exceptions in a form similar to the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are policy Seller received for the exclusive benefit Real Property in November of PURCHASER, 2004 and may be waived containing such endorsements reasonably required by PURCHASER only, Purchaser and in whole or in part, in writing. In a form (including the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms wording of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice any general exception) otherwise reasonably acceptable to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereofPurchaser.

Contingencies. 3.1 SELLER This Contract and Buyer's performance hereunxxx xre contingent upon Buyer's satisfaction, in exxxxxse of its sole discretion, with each of the following conditions: a. All defects in Title and Seller's Information, if any, shall have been remedied to Buyer's satisfaction in accordance with the provisions of Section 5 and 6 above; and b. The Title Company shall be standing ready to issue an ALTA Owner's Policy of Title Insurance insuring Buyer's interest in the Prxxxxxy, dated the date of Closing in the amount of the Purchase Price; and c. The Board of Directors of Buyer shall have approved and ratified this Agreement and shall have authorized the appropriate officers of the Buyer to execute same and fully perform its terms within twenty (at SELLER’s sole cost 20) days of the date of this Agreement; and d. The representations and expensewarranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of Closing; and e. Seller shall have satisfied its obligations and requirements under Section 9(b) take all necessary steps to satisfy, terminate, discharge above. Each of the Contingencies set forth above must be satisfied and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, removed on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens date specified in each respective Contingency (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance"Contingency Termination Date"). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event one or more of the Contingencies has not been satisfied and removed by the relevant Contingency Termination Date, then, at Buyer's election (i) this Contract shall terminate, the earnest money deposit shalx xx xxturned to Buyer and both parties shall be released from this Contract; or (ii) Buyer and/or Seller shall have the option to continue their efforts to satisfy and remove the remaining Contingencies; provided, however, that all such contingencies are not satisfied in the event Buyer or waived by PURCHASER in writing in accordance with Seller elects to continue their efforts to remove the terms of this Agreementremaining Contingencies, PURCHASER either party may, as its sole right at any time following the Contingency Termination Date, and remedy, terminate the Sovran Lease and this Agreement by providing upon ten (10) days advance written notice ("Contingency Termination Notice"), elect to SELLER no later than three terminate this Contract. Upon receipt by either party of the other party's Contingency Termination Notice, the party receiving the Contingency Termination Notice shall have ten (310) days to remove and/or waive all remaining Contingencies, and to close the transactions contemplated by this Contract. In the event the party receiving the Contingency Termination Notice is unable to consummate the transactions contemplated by this Contract within said ten (10) day period, this Contract shall terminate (unless the tenth (10th) day falls on a weekend or legal holiday, in which case the ten (10) day period shall be extended until the next business days day following the date established for Closing hereunderweekend or legal holiday), whereupon neither SELLER nor PURCHASER the earnest money deposit shalx xx xxturned to the Buyer and both parties shall have any be released from all further claim against the other, except for claims which by their terms survive the termination thereofobligations under this Contract.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expensea) take all necessary steps to satisfyThis Agreement, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such and Sellers’ and Buyer’s obligations hereunder shall be expressly contingent upon satisfying the contingencies set forth in paragraphs 3.(b)-(l) below (collectively, the “Contingencies.)” Buyer and Sellers agree to use their best efforts to ensure that the Financing Liens shall no longer encumber Contingencies are satisfied. (b) Buyer has, at Buyer’s expense, obtained a Condition of Title Guarantee Report issued on September 11, 2020 by the Title Company for the Property, the Siteindicating known liens, or any portion thereofencumbrances, restrictions, easements, and any conditions of record. Said report is attached to this Agreement as Exhibit “A” and all enforcement proceedings respecting by reference made a part hereof. Any updates to said Preliminary Report will be provided to Buyer and Sellers directly from the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, Title Company and all notices of pendency shall be cancelled (and same not being raised as automatically become an exception addendum to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive ClosingExhibit “A”. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon (c) Buyer has examined the Condition of Title Guarantee Report (Exhibit A) and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) good, marketable and insurable fee simple will accept title to the Property, free Property subject to Schedule B exceptions as follows: Exceptions 1 through 13 and clear of Financing Liens, (ii) good and lien free title 15 through 16. Any Assessments or Community Facility Districts with outstanding obligations attributable to Sellers shall be disclosed by Sellers as prescribed herein. Exception 14 shall be removed by the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, Title Company in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance cooperation with the terms Sellers prior to Close of Escrow. Sellers shall notify Buyer, within seven (7) days after the Effective Date of this Agreement, PURCHASER maywhether or not Sellers will cure the objectionable title matters specified herein. If Sellers are unable or unwilling to eliminate or cure all such objectionable title matters, as its sole or to make arrangements satisfactory to Buyer to have all such matters eliminated or cured prior to Closing, and provided that Buyer shall not thereafter waive such disapproved matters (in which case such matters shall then be deemed “Permitted Exceptions”), Buyer shall have the right and remedy, to terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.within seven

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds The closing of trust, assignments of leases and rents, security agreements, UCC financing statements the transaction contemplated by this Agreement and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) obligations of recordPurchaser under this Agreement are subject to fulfillment, on or before the ClosingClosing Date, such of the following conditions precedent: A. Purchaser shall have determined that the Financing Liens physical status or condition of the Premises, including without limitation, environmental, geotechnical (soil), wetland, floodplain, drainage and availability of adequate access and utilities, shall no longer encumber be satisfactory to Purchaser in its sole discretion. B. Purchaser, in its sole and absolute discretion, shall have determined that the PropertyPremises are acceptable to Purchaser in all respects, the Siteincluding without limitation, or any portion thereofeconomic feasibility, market feasibility, and any availability of utilities and all enforcement proceedings respecting access. C. Purchaser shall have determined that its appraisals are satisfactory to Purchaser, in its sole discretion. D. Purchaser shall have determined that the Financing Liens (such as foreclosure actions) Updated Phase I is satisfactory to Purchaser, in its sole discretion. E. Purchaser shall have reached agreement with Associated Bank for the assumption by Purchaser of Seller’s existing Note and Mortgage in the amount of $2,500,000, upon terms and conditions satisfactory to Purchaser, in its discretion. F. Purchaser shall have reached agreement with Associated Bank or some other lender to loan Xxxx Xxxxxx and/or Purchaser $1,000,000 upon terms and conditions satisfactory to Purchaser. G. Seller shall have amended the Energy Note with terms satisfactory to Purchaser, Purchaser shall be discontinued with prejudicepermitted to assume the Energy Note on terms satisfactory to Purchaser and Seller shall have provided Estoppel Certificates from Dakota Electric Association upon terms and conditions satisfactory to Purchaser. H. Seller shall not be in default under this Agreement or the Discretionary Line of Credit Agreement between Purchaser and Seller as of the Closing Date. I. Seller shall have converted the lease to Hunter Medical to a sublease between Seller and Huntter Medical, and all notices of pendency which shall be cancelled (subordinate to a lease between Seller and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive ClosingPurchaser for the Premises. 3.2 PURCHASERJ. Seller shall have delivered Xxxxxx and Xxxxxx, P.A.’s obligations hereunder are expressly subject toopinion (“Xxxxxx Opinion”) to Purchaser, conditioned Xxxx Xxxxxx and Title upon terms and contingent upon (a) SELLER’s ability conditions satisfactory to deliver Purchaser, Xxxx Xxxxxx and Title. K. Title shall have issued the MBCA Endorsement. L. Seller shall have executed and delivered the Lease to PURCHASER and Purchaser. Purchaser shall provide Seller written notice on or prior to the delivery to PURCHASER Closing Date of any condition which has not been satisfied. In such event at the option of Purchaser set forth in such notice either (i) good, marketable this Agreement shall be terminated and insurable fee simple title neither party shall have further obligation to the Propertyother except that the Purchaser shall tender a quit claim deed to Seller and Seller shall authorize release of the Xxxxxxx Money to Purchaser, free or Purchaser shall provide Seller additional time in which Seller may satisfy such conditions. Notwithstanding anything contained herein to the contrary, it shall be a condition of Purchaser’s obligation to close this transaction that (i) the representations and clear warranties made by Seller in Section 6 shall be correct as of Financing Liensthe Closing Date with the same force and effect as if such representations were made at such time, and (ii) good the status and lien free marketability of title shall have been established to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions of the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing Purchaser’s satisfaction in accordance with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereof.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost Parties acknowledge and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such agree that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) entirety of this Contract shall be discontinued with prejudice, void and all notices without effect unless and until the successful completion of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing.the following: 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLERBuyer shall have thirty (30) days from the full execution of this Contract for a due diligence period, in which Buyer may accept clear title, conduct an environmental assessment pursuant to section 2(e) below, and prepare/conduct any feasibility analysis for Buyer’s ability to deliver to PURCHASER and intended use of the delivery to PURCHASER of (i) good, marketable and insurable fee simple title to the Property, free and clear of Financing Liens, (ii) good and lien free title to the Personal Property; property. (b) SELLER furnishing PURCHASER with all necessary approvalsIn the event that clear title or the results of any environmental assessment are unacceptable to Buyer, consents and resolutions in the sole subjective discretion of the trustees of Buyer, then Buyer shall have the trusts comprising SELLER authorizing right to terminate this Contract by delivering written notice to Sellers not later than the transactions due diligence period contemplated hereby; and (cin 1(a) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writingabove. In the event that Buyer terminates the Contract pursuant to this subsection, all such contingencies are not satisfied or waived by PURCHASER in writing payments and things of value received hereunder, including Xxxxxxx Money, shall be returned in accordance with Section 18 and the terms parties shall be relieved of any further obligations hereunder. (c) Prior to Closing, Sellers shall obtain approval from their lender for a partial release of their current deed of trust, to ensure that Property is being conveyed free and clear of all taxes, liens and encumbrances. Sellers shall notify Buyer in writing that such approval has been obtained, prior to Closing. In the event that Seller does not obtain such approval from their lender, Seller shall immediately notify Buyer in writing that the Contract is terminated pursuant to this subsection, and all payments and things of value received hereunder, including Xxxxxxx Money, shall be returned in accordance with Section 18 and the parties shall be relieved of any further obligations hereunder. (d) Within forty (45) days from the full execution of this AgreementContract, PURCHASER mayBuyer shall apply for a Boundary Line Adjustment with Chaffee County. Such Boundary Line Adjustment shall be approved, as its sole right granted and remedyadopted by Chaffee County prior to Closing. In the event that said Boundary Line Adjustment is not processed and approved, granted or adopted by Chaffee County, Sellers shall have the option to terminate the Sovran Lease this contract, and Sellers choose to terminate this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing contract, all payments and things of value received hereunder, whereupon neither SELLER nor PURCHASER including Xxxxxxx Money, shall be returned in accordance with Section 18 and the parties shall be relieved of any further obligations hereunder. (e) Sellers are required to obtain new mortgage terms from their mortgage holder in connection with the partial release described above. This Contract is conditional upon Seller determining, in Seller’s sole subjective discretion, whether the proposed New Loan’s payments, interest rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Seller. This condition is for the sole benefit of the Seller. If the New Loan Terms are not satisfactory to Seller, in Seller’s sole subjective discretion, Sellers shall have the option to terminate this Contract on or before thirty (30) days from the full execution of this Contract. If Sellers choose to terminate this Contract, Sellers shall immediately notify Buyer in writing, and all payments and things of value received hereunder, including Xxxxxxx Money, shall be returned in accordance with Section 18 and the parties shall be relieved of any further claim against the other, except for claims which by their terms survive the termination thereofobligations hereunder.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLERSeller’s ability obligation to deliver consummate the transactions contemplated hereby is subject to PURCHASER the following conditions, each of which may be waived in the sole and the delivery to PURCHASER absolute discretion of Seller: (i) goodPurchaser performing, marketable in all material respects, its obligations under the Agreement; (ii) Purchaser’s representations and insurable fee simple warranties shall be true and correct in all material respects on and as of the Closing Date, and Purchaser shall have delivered to Seller a certificate to that effect (the “Purchaser’s Closing Certificate”); (iii) Purchaser shall have executed and delivered, and the Province of Nova Scotia shall have approved and executed the Assignment of Conversion Agreement; (iv) No suit, action, arbitration or other proceeding shall be pending before any court or governmental agency which has resulted in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement or may result in an order to return to the Purchaser all or any material part of the purchase price; (v) the approval of the Requisite Lenders, as that term is defined in that certain Credit Agreement, as amended, dated November 30, 2004 (the “Credit Agreement”) by and between the Seller and JPMorgan Chase Bank, N.A., as agent for the Lenders (“Lender Approval”). (b) Purchaser’s obligation to consummate the transactions contemplated hereby is subject to fulfillment of the following conditions, each of which may be waived in the sole and absolute discretion of Purchaser: (i) Seller performing, in all material respects, its obligations under the Agreement; (ii) Seller’s representations and warranties shall be true and correct in all material respects on and as of the Closing Date, and Seller shall have delivered to Purchaser a certificate to that effect at Closing (the “Seller’s Closing Certificate”); (iii) No suit, action, arbitration or other proceeding, shall be pending before any court or governmental agency which has resulted in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement or may result in an order to recover to the Seller all or any material part of the Assets; and (iv) Purchaser shall have received a title policy insuring that Purchaser holds title to the Property, free and clear of Financing Liens, (ii) good and lien free title Real Property subject only to the Personal Property; Permitted Exceptions in a form similar to the policy Seller received for the Real Property in November of 2004 and containing such endorsements reasonably required by Purchaser and in a form (bincluding the wording of any general exception) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions otherwise reasonably acceptable to Purchaser. (v) Seller shall have obtained the consent of the trustees Province of Nova Scotia to the assignment of the trusts comprising SELLER authorizing Conversion Agreement to the transactions contemplated hereby; Purchaser and (c) provided the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance Purchaser with the terms of this Agreement, PURCHASER may, as its sole right and remedy, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER shall have any further claim against the other, except for claims which by their terms survive the termination thereofa fully executed assignment document at closing.

Contingencies. 3.1 SELLER shall (at SELLER’s sole cost and expense) take all necessary steps to satisfy, terminate, discharge and defease all mortgages, deeds of trust, assignments of leases and rents, security agreements, UCC financing statements and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of record, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudice, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessor’s compliance). The provisions of this Section 3.1 shall survive Closing. 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) goodThis Contract and Buyer’s performance hereunder are contingent upon Buyer’s satisfaction, marketable in the exercise of its sole and insurable fee simple absolute discretion, with each of the following conditions: A. that all matters that affect the title, ownership, survey, land use, physical condition, environmental, zoning and use of the Property as proposed by Buyer after Closing are satisfactory to Buyer, in Buyer’s sole and absolute discretion; B. that Seller has delivered by Buyer evidence of Seller’s right, title and interest in and to the Property, free Property and clear of Financing Liens, (ii) good provided evidence that Seller has the authority and lien free title to the Personal Property; (b) SELLER furnishing PURCHASER with has obtained all necessary approvalsconsents, consents and resolutions of if any, to transfer the trustees of the trusts comprising SELLER authorizing the transactions contemplated hereby; and (c) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing Property to Buyer in accordance with the terms and provisions hereof; C. Buyer’s Board of Directors has approved the terms and provisions of this AgreementContract and the closing of the transactions contemplated hereby; D. that Buyer has obtained a New Loan or commitment on terms and conditions satisfactory to Buyer; and E. that Buyer is satisfied with the terms and conditions of the existing Tenant Leases of the Property. Unless Buyer notifies Seller in writing on or before the Inspection Objection Deadline, PURCHASER maythat Buyer is dissatisfied with one or more of the conditions stated above, as its sole right it shall be deemed conclusively that all or such conditions are acceptable to Buyer and remedythe foregoing contingencies are forever waived. If Buyer is dissatisfied with one or more of the conditions stated above and such condition(s) is not resolved on or prior to the Resolution Deadline, terminate the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER Buyer shall have the right to (1) terminate this Contract and all monies paid hereunder shall be immediately returned to Buyer, or (2) extend any further claim against of the otherDeadlines in this Contract and the Closing Date for a reasonable period of time, except for claims which by their terms survive the termination thereofnot to exceed thirty (30) days.

Contingencies. 3.1 SELLER A. This Contract is contingent upon the Purchaser’s satisfaction with an inspection of the Property within ninety (90) days from the date of the satisfaction of the Referendum Contingency as hereinafter defined (the “Due Diligence Period”) (the “Due Diligence Contingency”). Such inspections may include an engineering inspection, appraisal, and a Phase I environmental audit of the Premises. In no event shall (any Phase II environmental testing take place without Seller’s written consent at SELLERSeller’s sole cost discretion. If Purchaser is dissatisfied with the Due Diligence, in Purchaser’s sole and expense) take all necessary steps absolute discretion, Purchaser may elect to satisfyterminate this Contract by giving written notice to the Seller and Escrow Agent prior to expiration of the Due Diligence Period, terminate, discharge and defease all mortgages, deeds the Deposit shall immediately be returned by Escrow Agent to Purchaser. Failure to provide written notice canceling the Contract prior to expiration of trust, assignments the Due Diligence Period shall be a waiver of leases and rents, security agreements, UCC financing statements the Due Diligence Contingency. Any and all other financing liens encumbering the Site and Personal Property (collectively “Financing Liens”) of recordinformation provided to Purchaser or obtained by Purchaser regarding this transaction, on or before the Closing, such that the Financing Liens shall no longer encumber the Property, the Site, or any portion thereof, and as well as any and all enforcement proceedings respecting the Financing Liens (such as foreclosure actions) shall be discontinued with prejudiceinspections performed by Purchaser or Purchaser’s agents, and all notices of pendency shall be cancelled (and same not being raised as an exception to title shall be deemed Lessorconfidential information, subject to disclosure as required by law, or to Purchaser’s, shareholders, members, principals and investors and to Purchaser’s complianceaccountants and attorneys or other parties with a right to know, which parties shall have agreed to keep such information confidential. B. That this Agreement and the transaction contemplated herein shall be approved by the Board of Directors of the Seller. C. Seller’s and Purchaser’s obligations under this Contract are expressly contingent upon Seller obtaining regulatory approval for the sale of the Premises pursuant to this Contract from the New York State Public Service Commission (“PSC”) as required by Section 70 of the Public Service Law (“PSL”) (the “PSC Contingency”). The provisions Within sixty (60) days after date this Contract has been mutually executed and delivered by Xxxxxx and Purchaser (the “Effective Date”), Seller shall prepare and submit to the PSC, with a copy to Purchaser once filed, of the notice or petition of Seller’s intent to sell the Premises pursuant to this Section 3.1 Contract. Seller shall survive Closing.make all commercially reasonable efforts to promptly obtain regulatory approval. Purchaser acknowledges that the timeframe within which to expect PSC approval or deemed approval can vary from ninety (90) days to three hundred ten (310) days after submission, but the exact timing of any given application is unknowable. If: 3.2 PURCHASER’s obligations hereunder are expressly subject to, conditioned upon and contingent upon (a) SELLER’s ability to deliver to PURCHASER and the delivery to PURCHASER of (i) goodthe PSC has not approved, marketable and insurable fee simple title is not deemed to have approved the Property, free and clear sale of Financing Liens, the Premises under this Contract pursuant to PSL Section 70 within the ninety (90) day timeframe set forth in the statute; or (ii) good the PSC approves the sale subject to such conditions that are not acceptable to Seller or Purchaser in its reasonable discretion within three hundred ten (310) days after submission; then this Contract will be deemed null and lien free title void and the Deposit shall be returned in full to the Personal Property; (b) SELLER furnishing PURCHASER with all necessary approvals, consents and resolutions Purchaser. D. Purchaser’s obligations under this Contract are expressly contingent upon satisfaction of the trustees requirements of New York Town Law Section 220(3), which provides that resolutions to acquire lands for use as a town park shall be subject to permissive referendum (the trusts comprising SELLER authorizing the transactions contemplated hereby; “Referendum Contingency”). This contingency shall be deemed satisfied if, pursuant to New York Town Law Section 90 and Section 91: (c1) the provisions of Section 5.3 hereof having been fulfilled. The aforementioned contingencies are for the exclusive benefit of PURCHASER, and may be waived by PURCHASER only, in whole or in part, in writing. In the event that all such contingencies are not satisfied or waived by PURCHASER in writing in accordance with the terms of town board adopts a resolution authorizing this Agreement, PURCHASER mayand no valid petition is filed with the town clerk seeking referendum on such resolution within thirty (30) days after adoption of the resolution, or (2) in the event such petition is so filed, such resolution is duly approved by the electors of the Town at a duly called referendum. If this contingency is not satisfied within one hundred eighty (180) days of the Effective Date, then this Contract will be deemed null and void and the Deposit shall be returned in full to the Purchaser. E. Purchaser’s obligations under this Contract are expressly contingent upon Purchaser obtaining grant and/or loan financing to support the purchase and redevelopment of the Premises in amounts and upon terms as its sole right and remedy, terminate are satisfactory to Purchaser to support Purchaser’s intended use of the Sovran Lease and this Agreement by providing written notice to SELLER no later than three (3) business days following the date established for Closing hereunder, whereupon neither SELLER nor PURCHASER Premises as a public park. Purchaser shall have any further claim against two (2) years from the otherEffective Date to obtain such financial support. If this contingency is not satisfied as above, except for claims which by their terms survive then this Contract will be deemed null and void and the termination thereofDeposit shall be returned in full to the Purchaser.