Common use of Documents to be Delivered by Seller Clause in Contracts

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

Documents to be Delivered by Seller. At Closing At Purchaser's obligation to close the purchase and sale of the Purchased Assets and to consummate the Purchaser Bank Financing under this Agreement shall be subject to the condition preccdent that, on or prior to the ClosingClosing Date, Seller shall deliver or cause to be have delivered to Purchaser Purchaser, at Seller's expense, each of the following: (a) A copy of the resolutions duly adopted by the Board of Directors and shareholders (if legally required) of Seller, authorizing the execution, delivery and performance by Seller of this Agreement and the other agreements contemplated hereby, certified by the Secretary or an Assistant Secretary of Seller; (b) A certificate of the Secretary or an Assistant Secretary of Seller as to the incumbency and signature of the officers of Seller executing this Agreement and any other agreements and certificates contemplated hereby; (c) Such instruments of sale, transfer, assignment, conveyance and delivery (including, without limitation, all assignments of Intellectual Property and Permits), in form and substance reasonably satisfactory to counsel for Purchaser: a. Special Warranty Deed , as are required in order to transfer to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if anyPurchased Assets, free and clear of all encumbrancesLiens; d. The original executed Leases; e. Letter (d) With respect to each of the real property leases listed in SCHEDULE 3.10(a) and included in the Purchased Assets, an estoppel letter from the tenants under landlords listed in said Schedule, in form and content reasonably satisfactory to Purchaser, stating the Leases following: (hereinafter referred to as "Tenant Estoppel Certificates"a) addressed to Purchaser the copy of the lease or its nominee and Mortgageesublease, as hereinafter definedapplicable, in attached to the form attached hereto as Exhibit "B". If Seller estoppel letter is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and completecomplete copy of the lease or sublease, and represents the entire agreement between the landlord and the applicable Seller; (b) to landlord's knowledge, Seller is not in breach or default under the lease or sublease and no event has occurred which, with notice or the passage of time, would constitute a breach or default, or permit termination, modification or acceleration under the lease or sublease; (c) the landlord has not repudiated any provision of the lease or sublease; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the amount of rent due under the lease and the date through which rent has been paid; (f) to landlord's knowledge, Seller has satisfied all obligations as tenant under the lease or sublease; and (g) such other matters as Purchaser may reasonably request; k. All keys in possession (e) Such instruments as are necessary to evidence the release of all Liens on the Purchased Assets; (f) Consents of any Governmental Authority or other third party under any material contracts, leases, licenses and permits of Seller to the extent necessary for the operation of the Seller used in connection with businesses at the Project and Terminal or required for the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as consummation of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction transactions contemplated by this Agreement. (g) Such instruments as are necessary to evidence that Seller has complied with any applicable bulk sales laws. (h) Such instruments as are necessary to evidence the transfer of the Permits to Purchaser. (i) Such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby.

Documents to be Delivered by Seller. At Closing At or prior to Contemporaneous with the Closingexecution of this Agreement, the Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or (a) a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale duly executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, bixx xf sale in the form attached hereto as Exhibit "B". If Seller is unable A and incorporated herein by such reference transferring to obtain Tenant Estoppel Certificates from Buyer all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for right, title and interest in and to the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance Purchased Assets together with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Purchased Assets; (b) a duly executed assignment in the form attached hereto as Exhibit B and incorporated herein by such reference transferring to Buyer all of Seller's right, title and interest in and to the contracts, agreements, contract rights and Intellectual Property Rights included in the Purchased Assets, accompanied by any third party consents as may be required. (c) the Service Agreements with each of Soxxxx xnd Love in the forms attached hereto as Exhibits C and D, respectively, and incorporated herein by such references; (d) a lockup/leak out agreement in the form attached hereto as Exhibit E and incorporated herein by such reference executed by each of Seller used and Love; (e) assignments of website hosting agreements for the Purchased Websites (as defined in Schedule 2.1); (f) evidence of the satisfaction of all amounts due under the Citi letter of credit; (g) evidence of the termination by its terms of the Lion Apparel Agreement, including, but not limited to, the termination of any security interest in the Purchased Assets pursuant to Section 3.2 thereof or the granting of any right of first refusal under Section 4.4 thereof; (h) an assignment, executed by both Seller and MLMJC, Inc. as lessor ("Lessor"), to Buyer of Seller's rights and interests in the Lease Agreement dated February 15, 2016 by and between Lessor and Seller; (i) a copy of resolutions of the board of directors and sole shareholder of Seller authorizing the execution, delivery and performance of this Agreement by Seller and waiving any appraisal rights Soxxxx xay have under Florida law; and (j) such other certificates, documents and instruments as Buyer may have reasonably requested in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction transactions contemplated by this Agreementhereby.

Documents to be Delivered by Seller. At On the Closing At or prior to the ClosingDate, ----------------------------------- Seller shall deliver or cause to be delivered to Purchaser the followingfollowing documents: (a) duly executed Warranty Deed for the Land and the Improvements in proper statutory form for recordation and conveying title to Purchaser as required by Section 2.1 hereof (c) a complete set of all surveys, record building plans, specifications and drawings (and of all documents and other materials related thereto) for the Premises, to the extent in Seller's possession; (d) the original tax bills for the Premises, or copies thereof if the originals are not available; (e) duly executed FIRPTA Affidavit of Seller in form annexed hereto as Exhibit E; --------- (f) all manuals, diagrams, shop drawings, warranties and related data in possession of Seller concerning the Premises and the use, maintenance and operation of its systems, equipment and facilities; (g) all keys to the Improvements and Personal Property; (h) such other documents and instruments as Purchaser or its Title Insurer may reasonably request to perfect title to any of the Property in Purchaser; (i) a closing settlement sheet; (j) a copy of the latest FDA Form 483 regarding the Property and Seller's activities conducted on the Property; (k) any and all warranties, guarantees and service, maintenance and management contracts which are not terminated as of the Closing Date with respect to the Property and any work performed thereon, if any, with an executed assignment thereof in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted ExceptionsSeller; b. The Title Policy or (l) a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion certified resolution of Seller's Board of Directors authorizing the execution of the Removable ExceptionsAgreement and the conveying of the Property; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of (m) evidence that all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits dues or other similar items in Seller's possession fees due and control which Seller has createdpayable, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified Date, to the Corporate Grove Association have been paid or otherwise discharged by Seller to Purchaser to be true, correct and completeSeller; k. All keys in possession (n) evidence that the Corporate Grove Association has neither a right of first offer nor a right of first refusal regarding the sale or transfer of the Seller used in connection with the Project and the combinations to all locks included on the Project;Property; and l. An affidavit of title; m. A certificate from Seller stating (o) a certification that the representations and warranties set forth included in paragraph 9 are true and accurate in an material respects this Agreement are, as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementclosing, true and accurate.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall will deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. (a) A Special Warranty Deed conveying to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple title to the Property and BuildingReal Property, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, Exceptions in the form attached hereto as Exhibit "FORM A; (b) a standard No-Lien Affidavit as to the Property in the form attached hereto as FORM B". If Seller is unable ; (c) a Non-Foreign Status Affidavit in the form attached hereto as FORM C; (d) a Xxxx of Sale transferring to obtain Tenant Estoppel Certificates from Purchaser all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for right, title and interest in and to the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain Tangible Assets in "AS IS, WHERE IS" condition in the matters set forth in Exhibit "B" form attached heretohereto as FORM D; f. Notices executed by Seller to all tenants, licensees or concessionaires, under (e) Estoppel Certificate(s) satisfying the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agentMinimum Estoppel Requirement; g. All architectural drawings(f) Americans With Disabilities Act Accessibility Guidelines Compliance Certificate from Xxxxx Xxxxxxxxx or another professional consultant with equal or better credentials, plans, specifications, surveys, building permits, occupancy permits or other similar items which certificate will be in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Projectform attached hereto as FORM J; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that (g) a Certificate updating the representations and warranties of Seller contained in SECTION 7.2 of this Agreement; (h) with respect to the Association, (i) an estoppel certificate confirming payment of Weston Town Center Common Expenses for the Real Property, (ii) resignations of Seller's appointees on the Board of Directors (as both directors and officers), (iii) the termination of Seller's "Class B" membership in the Association, and (iv) use commercially reasonable efforts to deliver the items set forth in paragraph 9 are true and accurate in an material respects as on SCHEDULE 10.1(h) hereto; (i) a "marked up" Title Insurance Commitment which deletes all of the date standard exceptions (except taxes for the year of Closing and an exception for matters shown on the ClosingSurvey); and n. Such other documents as Purchaser or (j) the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementcorrespondence files for tenants under Approved Leases.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following: (a) Such bills of sale, assignments, and certificates of title, dated the Closing Date, necessary to transfer to Buyer the Purchased Assets; (b) the Escrow Agreement executed by Seller; (c) copies of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and any agreements, documents or instruments to be delivered pursuant to this Agreement by Seller, and a certificate of Seller's Secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect as certified; (d) the Facility Lease executed by Seller; (e) the Services Agreement executed by Seller; (f) the opinion of Suthxxxxxx Xxxxxx & Xrenxxx XXX, Seller's counsel; (g) a certificate of the Secretary of Seller certifying as to the incumbency and signatures of the officers of Seller who have executed documents delivered at the Closing on behalf of Seller; (h) a certificate of good standing, dated within 10 days before the Closing Date, from the Secretary of State of the State of Delaware, establishing that Seller is in existence and is in good standing to transact business in such state; (i) foreign qualification certificates, dated within 10 days before the Closing Date, of the Secretaries of State of the states in which Seller, with respect to the Business, is qualified to do business, to the effect that Seller is qualified to do business and is in good standing as a foreign corporation in each of such states; (j) all authorizations, consents, approvals, permits and licenses required of Seller pursuant to the terms of this Agreement; (k) executed trademark assignments, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser:the Parties; a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple (l) consent to the Property transfer of the Services Agreement by and Buildingbetween Seller and Interface Fabrics Group, subject only to the Permitted ExceptionsInc.; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsm) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale Human Resources Agreement executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such (n) such other documents as Purchaser or the Title Company Buyer may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementrequest.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver or cause in addition to any other documents specifically required to be delivered pursuant to Purchaser the followingthis Agreement, all Seller shall execute and deliver to Purchaser, in form and substance reasonably satisfactory to Purchaser and Purchaser's counsel: a. Special Warranty Deed 1) Certified copies of the resolutions of the directors and shareholders of Seller, authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions provided for herein; 2) Certificate or other evidence of Seller's due formation and good standing under the laws of the State of Delaware. 3) A duly executed Xxxx of Sale, in the form attached hereto as Exhibit "I" transferring to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a all Sale Assets that consist of tangible personal property described on Exhibit "marked-upA" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if anyattached hereto, free and clear of any lien or encumbrance. 4) An executed Assignment Agreement in the form attached hereto as Exhibit "C", assigning all encumbrancesof Seller's right, title, and interest in and to the contracts, to Purchaser; d. The original 5) Lease(s), executed Leases; e. Letter from by the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates"respective Landlord(s) addressed to Purchaser or its nominee and Mortgagee, as hereinafter definedthereto, in the form attached hereto as Exhibit "B". If . 6) An Affidavit from Seller is unable certified to obtain Tenant Estoppel Certificates Purchaser, certifying the following: A. The Seller owns the Sale Assets, and has the right to convey the same to Purchaser. B. That the Sale Assets are free and clear from all any liens or encumbrances; C. That there are no matters pending or to the best knowledge of the tenantsSeller, threatened against Seller shall provide Purchaser with that could give rise to a lien or other claim that would affect Seller's Estoppel Certificate for title to the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto;Sale Assets. f. Notices executed by Seller to all tenants7) Such other documents (including corporate resolutions, licensees or concessionairescertificates of incumbency, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser similar documents, if applicable), duly executed in recordable form, as are contemplated herein or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession reasonably required by Purchaser, Purchaser's counsel, or Purchaser's lender to consummate the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct sale and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closingpurchase transaction contemplated herein; and n. Such other documents 8) Duly executed Closing Statement in the form attached hereto as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this AgreementExhibit "J".

Documents to be Delivered by Seller. At Closing At or prior Seller agrees to deliver the following to Purchaser at Closing: (i) a limited warranty deed (the “Warranty Deed”) to the ClosingProperty utilizing the legal description of the Property in Seller’s vesting deed, Seller which Warranty Deed shall deliver or cause to be delivered to Purchaser the following, all in form and substance content reasonably satisfactory to Purchaser: a. Special Warranty Deed Purchaser with appropriate title warranties and documentary stamps affixed thereto at Seller’s expense, conveying to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in insurable (at standard premium rates) fee simple absolute title to the Property and Building, subject only to the Permitted Exceptions, in a form mutually agreed upon by Purchaser and Seller; b. The Title Policy or (ii) to the extent requested by Purchaser, a "markedquitclaim deed (the “Quitclaim Deed”) for that certain portion of adjacent property comprising a South Carolina Department of Transportation Right-up" Title Commitment (including extended coverage of-Way Easement dated December 1, 1959 and title endorsements) that certain portion of adjacent property located between the Mean High Water Xxxx and indicating waiver or deletion the eastern boundary of the Removable ExceptionsProperty as more particularly shown on the Survey; c. A Xxxx of Sale executed by Seller(iii) a certificate, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be trueDate, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth of Seller contained in paragraph 9 this Agreement are true and accurate correct in an all material respects as of the date Closing Date and that Seller has complied in all material respects with all covenants and agreements required to be complied with prior to Closing by Seller (the “Certificate of Compliance from Seller”); (iv) an affidavit of Seller regarding mechanics’ and materialmen’s liens, possession of the Closing; andProperty, the authority of and power of Seller to complete the transactions provided for herein, and such other matters as the Title Company shall reasonably require (including, without limitation, a so called “GAP Indemnity”)(provided, however, any such “GAP” indemnity shall exclude (and Seller shall not indemnify Purchaser or the Title Company against) any liens, encumbrances or title exceptions created by Purchaser or any other person or entity (other than those created by, with the consent of or due to the acts or omissions of Seller) or otherwise arising by reason of acts of Purchaser or any other person or entity (other than those created by, with the consent of or due to the acts or omissions of Seller); n. Such other documents (v) a certification of non-foreign status pursuant to the provisions of Section 1445 of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated therein; (vi) a Certification for Form 1099-S; (vii) a Form W-9; (viii) a South Carolina Nonresident Seller Withholding Affidavit; (ix) such evidence as Purchaser or the Title Company may reasonably request require as to enable the authority of the person or persons executing documents on behalf of Seller; (x) a closing statement setting forth the allocation of closing costs, purchase proceeds, prorations, adjustments, and other matters as set forth herein, in a form mutually agreed upon by Purchaser and Seller (the “Closing Statement”); and (xi) all other documents and instruments reasonably required by Purchaser or the Title Company in order to consummate complete the Transaction transactions contemplated by this AgreementAgreement and to perfect the conveyance, transfer and assignment of the Property to Purchaser.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (a) the certificate representing all of the Shares, all together with an appropriate stock power attached and duly executed; (i) a copy of resolutions adopted by the Board of Directors (or the Executive Committee thereof) of Seller authorizing the execution, delivery and performance of this Agreement and Seller’s Additional Agreements as applicable, and (ii) a certificate of a duly authorized officer of Seller, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing this Agreement, or any document required by this Section 7.02 on behalf of Seller; (c) (i) a copy of resolutions adopted by the Board of Directors (or the Executive Committee thereof) of PRIMEDIA authorizing the execution, delivery and performance of the Guaranty, the PRIMEDIA TSA, and the Xxxx’x TSA, and (ii) a certificate of a duly authorized officer of PRIMEDIA, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing the Guaranty, the PRIMEDIA TSA, and the Xxxx’x TSA, or any document required by this Section 7.02 on behalf of PRIMEDIA; (d) the resignations referred to in Section 6.02; (e) a certificate duly executed by an executive officer of Seller and PRIMEDIA, dated the Closing Date, with respect to Sections 7.01(a)(i) and (ii); (f) the Guaranty, substantially in the form attached as Exhibit C hereto (the “Guaranty”), dated the Closing Date and substance duly executed by PRIMEDIA; (g) the PRIMEDIA Transition Services Agreement, substantially in the form attached as Exhibit D hereto, dated the Closing Date and duly executed by PRIMEDIA (the “PRIMEDIA TSA”); (h) the Xxxx’x Transition Services Agreement, substantially in the form attached as Exhibit E hereto, dated the Closing Date and duly executed by PRIMEDIA (the “Xxxx’x TSA” and together with the PRIMEDIA TSA, the “Services Agreements”); (i) a certificate duly executed by an executive officer of Seller, dated the Closing Date, stating that Seller is not a “foreign” person within the meaning of Section 1445 of the Code, reasonably satisfactory to Purchaser:; and a. Special Warranty Deed (j) An IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases), and any other analogous or corresponding form required to Purchaser be filed with any state, local or Purchaser's nominee in recordable formforeign Governmental Authority to effect the Section 338(h)(10) Election, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting in a manner reasonably satisfactory to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this AgreementPurchaser.

Documents to be Delivered by Seller. At Closing At or prior to A. To the Closingextent not previously provided, Seller shall deliver or cause make available (subject to be delivered Section 5B) to Purchaser within two (2) days after the followingdate of this Agreement, the following items to the extent same exist and are in each Owner's possession, relating to each of the Projects (collectively, the "Basic Project Information"): (i) Copies of all certificates of occupancy and other necessary governmental licenses or approvals relating to the Buildings and the Tenants. (ii) True, correct and complete copies of "as-built" plans and specifications relating to the Buildings and any modifications or amendments thereto, if available, and copies of any reports or studies (including engineering, soil boring and physical inspection reports of employees, principals, consultants, governmental authorities or insurance carriers) in form respect of the physical condition or operation of the Building. (iii) Copies of the bills issued for the three (3) most recent years for which bills have been issued (or for such shorter period that the Owners owned the applicable Project) for all real estate taxes and substance reasonably satisfactory a copy of any and all notices pertaining to Purchaser: a. Special Warranty Deed real estate taxes or assessments. Seller shall promptly deliver or make available (subject to the provisions of Section 5B) to Purchaser copies of any such bills or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple notices received by Seller after the date hereof but prior to the Property and Building, subject only to Closing. In the Permitted Exceptions; b. The Title Policy event that any taxes or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver assessments for said years have been appealed or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, are in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all process of the tenantsbeing appealed, Seller shall provide Purchaser with copies of all petitions for appeal and evidence of fee agreements or of full payment of the cost of any such appeals including the full payment of attorneys' fees, as applicable, and Purchaser shall reimburse Seller for a portion of such fees to the effect that (1) such fee reductions benefit a period of time from and after the Closing, (2) Purchaser received a proration at Closing relating to such taxes, or (3) Tenants reimburse Purchaser for such fees under the Leases. (iv) A schedule of all claims and settlements on insurance policies within the past three (3) years (or for such shorter period that the Owners owned the applicable Project) and true and correct copies of any such claim or settlement upon Purchaser's request. (v) True, correct and complete copies of all service and maintenance contracts, management agreements, leasing agreements and other written agreements of any kind, and all amendments and modifications thereto, which Seller, Owner or its agents and affiliates have entered into in connection with the construction, development, maintenance, ownership and operation of the Projects which might survive the Closing and a schedule listing all such contracts and agreements (such contracts and agreements being herein collectively referred to as the "Project Contracts"). If no such Project Contracts exist as to any Project, the applicable Owner shall deliver to Purchaser its written certification thereof. All Project Contracts described on Exhibit I attached hereto and made a part hereof (herein referred to as the "Assumed Contracts") will be assigned to Purchaser at Closing. Seller shall be responsible for all amounts due under all Project Contracts other than Assumed Contracts. (vi) True, correct and complete copies of all documents evidencing and securing, and otherwise relating to, the Bonds and the Illinois Bonds and Seller's Estoppel Certificate and its affiliates reimbursement obligations related thereto (herein referred to collectively as the "Bond Documents"). (vii) True, correct and complete copies of all documents evidencing and securing, and otherwise relating to, the CIBC Debt and Seller's and its affiliates obligations related thereto (herein referred to collectively as the "CIBC Documents"). (viii) True, correct and complete copies of the Leases. (ix) Statements of operations (herein referred to as the "Financial Statements") for 2003 (or for such period that the Owners owned the applicable Project), as well as operating statements for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain months of January through April, inclusive, of 2004. (x) Copies of existing title policies and surveys. (xi) True, correct and complete copies of all financial statements and insurance certificates (or policies) received from Tenants and correspondence files of such Tenants. (xii) All other material studies, reports, maps, and documents related to the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenantsProjects, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specificationsincluding without limitation engineering reports, surveys, building permitsenvironmental reports, occupancy permits traffic circulation, flood control and drainage plans, design renderings, shop drawings, feasibility studies and all correspondence with governmental agencies and their personnel concerning the same, but excluding market analyses and any materials designated privileged under the attorney-client privilege in connection with existing environmental litigation. B. Seller or other similar items its agent shall copy any of the Basic Project Information upon the reasonable request of Purchaser, to the extent same can be readily copied and if same cannot be readily copied, Seller shall make such Basic Project Information available for review by Purchaser. C. To the extent not previously provided, Seller shall deliver or make available to Purchaser within five (5) business days after the date on which a detailed request is made, any documents reasonably requested by Purchaser in connection with Purchaser's diligence with respect to whether the interest on the Bonds is exempt from federal income taxation to the extent such documents exist and are in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementcontrol.

Documents to be Delivered by Seller. At the Closing At and as a condition thereof, Seller shall deliver to Buyer, unless otherwise waived by Buyer: (a) copies of the resolutions of Seller's board of directors authorizing and approving this Agreement and all transactions and other documents, instruments and agreements contemplated hereby, a copy of Seller's certificate of incorporation, as certified by the Secretary of State of Delaware as of a date not more than ten days prior to the Closing Date, and a copy of Seller's bylaws, as certified in each case by a duly authorized officer of Seller to be true, correct and complete and in full force and effect and unmodified as of the Closing Date; (b) a bill of sale transferring the Acquired Assets from Selxxx to Buyer, free and clear of any and all liens, equities, claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions and encumbrances whatsoever (collectively, "Liens"), except Permitted Liens (as hereinafter defined); (c) except as otherwise set forth in Schedule 1.3(a), copies of all Consents to the transfer, assignment or sublease to Buyer of each Acquired Asset (including but not limited to Permits and Assigned Contracts) that requires such Consent; (d) instruments of assignment by Seller to Buyer of all trademarks, trade names, service marks, patents and copyrights (and all applications for, and extensions and reissuances of, any of the foregoing and rights therein) identified on Schedule 1.1(d) hereto; (e) good standing certificates for Seller from the State of Delaware and from the appropriate Governmental Authorities in each jurisdiction in which Seller is qualified to do business as a foreign corporation with respect to the conduct of activities relating to the US Delahaye Business or the ownership, possession, use or operation of any of the Acquired Assets, dated in each case not more than ten days prior to the Closing Date; (f) releases, including but not limited to termination statements under the Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens (except Permitted Liens) to which the Acquired Assets are subject, which shall be effective at or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a (g) employment agreements between Buyer and each of Kay Brown, Wayne Bullock and Mark Weiner in the forms attacxxx xxxxto as Exhibxx X, Exxxxxx X xxx Exhibit C, respectively (collectively, "marked-up" Title Commitment (including extended coverage Employment Agreements"), duly executed by Messrs. Brown, Bullock and title endorsements) and indicating waiver or deletion of the Removable ExceptionsWeiner; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates"h) addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, sublease between Buxxx xnd Xxxxxx for xxx Xxrwalk Premises in the form attached hereto as Exhibit D ("BNorwalk Sublease". If ), duly executed on behalf of Seller; (i) assignment and assumption of lease among Buyer, Seller is unable and the landlord for the Portsmouth Premises in the form attached hereto as Exhibit E ("Portsmouth Lease Assignment"), duly executed by Seller and the landlord; (j) an exemption certificate described in Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended ("Code"); and (k) such other deeds, bills of sale, endorsements, assignments, affidavits and other good and sufficient instruments of sale, assignment, transfer and conveyance in form and substance satisfactory to obtain Tenant Estoppel Certificates from Buyer and its counsel, as are required to effectively vest in Buyer good and marketable title in and to all of the tenantsAcquired Assets, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to free and clear of any and all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this AgreementLiens except Permitted Liens.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver to Buyer: (a) Copies of (i) the resolutions of the Boards of Directors of Seller, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Seller’s Certificate of Incorporation, and (iii) Seller’s Bylaws, all certified by the corporate Secretary or cause Assistant Secretary of Seller to be delivered to Purchaser true, correct, complete and in full force and effect and unmodified as of the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted ExceptionsEffective Date; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsb) and indicating waiver or deletion Two bills of the Removable Exceptions; c. A Xxxx of Sale sale, one duly executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, Seller and the Intangible Propertyother duly executed by CPR L.P., if anytransferring the Acquired Assets to Buyer, free and clear of any and all encumbrancesliens, equities, claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions or encumbrances whatsoever (collectively, “Liens”); d. The original executed Leases; e. Letter from (c) An opinion, dated as of the tenants under the Leases (hereinafter referred Effective Date, of Xxxxxx, Halter & Xxxxxxxx LLP, counsel to as "Tenant Estoppel Certificates") Seller, addressed to Purchaser or its nominee and Mortgagee, as hereinafter definedBuyer, in the form attached hereto as Exhibit "B". If D; (d) Instruments of assignment to Buyer of all trademarks, domain names, trade names, service marks, copyrights and patents (and all applications for, and extensions and reissuances of, any of the foregoing and rights therein) identified on Schedule 1.1(h); (e) The certificate required by Section 6.1(g); (f) Good standing certificates (in long form, where available) for Seller from the Delaware Secretary of State and from the secretaries of state or other appropriate franchise tax authorities in each jurisdiction in which Seller is unable qualified to obtain Tenant Estoppel Certificates from all do business as a foreign corporation, dated not more than ten days prior to the Effective Date; (g) An incumbency certificate of the tenants, Seller shall provide Purchaser with a officers of Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants(h) Releases, licensees or concessionairesincluding, without limitation, termination statements under the Leases Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and Project Contracts directing such parties termination of all Liens to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used Acquired Assets are subject in connection with the Project indebtedness, if any, described in Schedule 3.2 which releases shall be effective at or prior to the Effective Date, together with evidence satisfactory to Buyer that the indebtedness, if any, described on such Schedule shall have been satisfied and extinguished; (i) Such other deeds, bills of sale, endorsements, assignments, affidavits, and other good and sufficient instruments of sale, assignment, conveyance and transfer (including, without limitation, such affidavits, releases and other instruments necessary for the combinations issuance of the Title Insurance Policies) in form and substance reasonably satisfactory to Buyer and its counsel, as are required to effectively vest in Buyer good and marketable title in and to all locks included of the Acquired Assets, free and clear of any and all Liens; (j) Effective possession of all contracts still effective on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations Effective Date and warranties set forth in paragraph 9 are true all expired and accurate in an material respects as of the date of the Closingterminated contracts which have provisions surviving such expiration and/or termination; and n. Such other documents as Purchaser or the Title Company may reasonably request (k) Instruments of assignment to enable Purchaser to consummate the Transaction contemplated by this AgreementBuyer of all Lease Agreements set forth on Schedule 1.1(g).

Documents to be Delivered by Seller. At Closing At or prior to the Closing, : (a) Seller shall execute and deliver or cause to be delivered to Purchaser the followingBuyer a warranty Bill xx Sale, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, substantially in the form attached hereto as Exhibit "B". If Seller is unable E, conveying to obtain Tenant Estoppel Certificates from all of Buyer good and marketable title to the tenants, Assets; (b) Seller shall provide Purchaser with execute and deliver to Buyer an Assignment and Assumption Agreement substantially in the form of Exhibit F attached hereto and made a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 part hereof; i. Insurance (c) Seller shall execute and deliver (i) an assignment of the GP Interest, and (ii) one or more original certificates evidencing the Subsidiary Stock, each in form reasonably satisfactory to Buyer; (d) Seller shall execute and deliver to Buyer such other documents, including instruments of sale, transfer and assignment transferring, assigning and conveying the Assets being purchased as shall be reasonably requested by Buyer to permit Buyer to use Seller's possession required corporate name or to evidence the transfer of any of the Assets or to vest in the Buyer good, marketable, indefeasible and recordable title to the Assets, free and clear of all liens, claims and encumbrances of third parties except for Permitted Liens; (e) Seller shall execute and deliver the Escrow Agreement and the Shareholder Certification, as contemplated by Section 1.2 hereof; (f) Seller shall deliver a certified copy of the resolutions adopted by its Boards of Directors and by its shareholders authorizing the execution and delivery of this Agreement and the consummation of the Transaction contemplated hereby (including the dissolution of Seller), duly certified as of the Closing Date by the tenants Secretary or any Assistant Secretary of Seller; (g) Seller shall deliver Certificates of Good Standing or their equivalent, dated not more than ten days prior to the Closing Date, attesting to the good standing of Seller as a corporation under the Leaselaws of the State of Missouri and as a foreign corporation in the State of Texas, and attesting to the good standing of SevenJNev and SevenJTex in the States of Nevada and Texas, respectively; j. A rent roll (h) Seller shall deliver a certificate, executed by the President or any Vice President on behalf of Seller, dated as of the Closing certified by Seller to Purchaser to be trueDate, correct and complete; k. All keys in possession certifying (i) that all of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 of Seller herein contained are true and accurate correct on the Closing Date, and (ii) that the audited financial statements delivered under Section 8.11 comport with the warranties made with respect to the Unaudited Financial Statements in an material respects as Section 3.5; (i) To the extent any consents or approvals shall be necessary to the Transaction herein contemplated, or to the effective transfer or assignment of any of the date Assets being purchased by Buyer from Seller, the Seller shall deliver to Buyer copies of all such consents or approvals as obtained by the Seller; (j) The Seller shall execute and deliver a Registration Rights Agreement substantially in the form of Exhibit G attached hereto and made a part hereof (the "Registration Agreement"); (k) Seller shall deliver to Buyer the opinion of The Stolxx Xxxtnership as provided in Section 8.9 above; (l) The Seller shall deliver to Buyer the resignations of such officers and directors of the ClosingAcquired Subsidiaries as Buyer shall request; (m) The Seller shall execute and deliver (i) appropriate articles of dissolution, in form acceptable for filing with the Missouri Secretary of State, by which the Seller shall dissolve its corporate existence, and (ii) appropriate notices or certificates of withdrawal in form acceptable for filing in each other jurisdiction in which Seller is qualified to do business; and n. Such (n) Seller shall deliver to Buyer the original corporate minute books, stock transfer books and corporate seal of SevenJNev, and any other documents as Purchaser business records or property of SevenJNev and SevenJTex that is in the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementpossession of Seller.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, ----------------------------------- Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchasershall: a. Special Warranty Deed (a) Execute and deliver to Purchaser Buyer any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to effect the transfer of the Assets to Buyer, to effect the assumption of the Assumed Liabilities by Buyer or Purchaser's nominee otherwise to facilitate the transactions contemplated hereby, such instruments to include, but not be limited to: (i) assignments of the Intellectual Property of the Seller; (ii) duly endorsed certificates of title to vehicles included within the Fixed Assets of Seller, together with any appropriate affidavit with respect to the sale price thereof or the odometer reading of such vehicle; (iii) the License Agreement; (iv) the Assignment and Assumption Agreement substantially in recordable formthe form of Exhibit C hereto (the "Assignment and --------- Assumption Agreement"); (v) a Transition Agreement substantially in the form of Exhibit D hereto (the "Transition Agreement"); --------- (vi) the Real Estate Purchase Agreement; (vii) an Extended Supply Agreement substantially in the form of Exhibit E hereto (the "Extended Supply --------- Agreement"); (viii) a Supply Agreement substantially in the form of Exhibit F hereto (the "Supply Agreement"); --------- (ix) a Confidentiality Agreement between Buyer, Seller and Cintas Corporation substantially in the form of Exhibit G hereto (the "Cintas/Medline/Xxxxxxxx Confidentiality --------- Agreement"); (x) a blanket xxxx of sale and assignment covering all other Assets of Seller not identified above, conveying good and marketable title to such Assets to Buyer and containing "further assurances" language obligating Seller to execute other appropriate instruments after the Closing in fee simple order to confirm Buyer's title to and possession of the Property Assets, and Buildingreleases of any security interest, subject only pledge, bailment, mortgage, deed of trust, the grant of a power to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage confess judgment, conditional sales and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Sellerretention agreement, assigningcharge, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits encumbrance or other similar items arrangement or interest in Seller's possession and control which Seller has created, used real or relied upon for the ownership and maintenance personal property affecting any of the ProjectAssets, including without limitation, termination statements on Form UCC-3 with respect to the Inventory and Fixed Assets; h. A non-foreign certificate in accordance with (xi) such verified tax lien, Uniform Commercial Code and judgement searches relating to Seller and the provisions of paragraph 22 hereofAssets as Buyer may reasonably request; i. Insurance certificates (xii) releases of all liens (other than Permitted Encumbrances described in Seller's possession required by the tenants under the Lease; j. A rent roll dated as Section 3.3(a)(ii)(A)) affecting any of the Closing certified Assets, including termination statements on Form UCC-3 (accompanied by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closingappropriate pay-off letters); and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

Documents to be Delivered by Seller. At On the Closing At or prior to the ClosingDate, Seller shall deliver or cause to be delivered to Purchaser the following, all following documents: (a) duly executed Deed of Bargain and Sale with Covenant Against Grantor's Acts for the Lands and the Improvements in proper statutory form for recordation; (b) duly executed Bill of Sale for the Personal Property in form annexed hexxxx as Exhibit P; (c) all as built plans, specifications and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good drawings and marketable title in fee simple shop drawings and all manuals relating to the maintenance and operation of the Property and Building, subject only in Seller's possession or control; (d) duly executed Affidavit of Title in form annexed hereto as Exhibit Q; (e) duly executed FIRPTA Affidavit in form of Exhibit R annexed hereto; (f) all keys to the Permitted ExceptionsImprovements in the possession of Seller; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsg) and indicating waiver or deletion an original counterpart of the Removable ExceptionsLeases, tenant files and correspondence in the possession of Seller; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear (h) originals of all encumbrancesGuarantees and Warranties in the possession or control of Seller; d. The original executed Leases(i) discharges of all mortgages, security interests, pledges and liens affecting the Property; e. Letter (j) notices from Seller to each of the tenants under the Leases advising that title to the Lands and the Improvements has been conveyed to Purchaser and instructing that all rent and additional rent payable under the Leases is to be remitted to Purchaser and that all insurance required to be maintained by each such tenant under the Leases is to be amended to name Purchaser and its lender as a named insured; (hereinafter referred k) an estoppel certificate from all parties to any Reciprocal Easement Agreement, dated not more than thirty (30) days prior to the Closing Date, in form and substance satisfactory to Purchaser; (l) an updated rent roll for the Property certified by Seller; (m) such other documents and instruments as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, Title Insurer may reasonably request to perfect title to the Property in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached heretoPurchaser; f. Notices executed by Seller to all tenants, licensees or concessionaires, (n) a statement explaining the method of calculating additional rent under the Leases; (o) any original letters of credit delivered under the Leases and Project Contracts directing such parties to pay all rental and other payments as security for the performance of the tenant's obligations, together with documents in form reasonably satisfactory to Purchaser or its agentnaming Purchaser as the substitute beneficiary thereof; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which (p) evidence that Seller has created, used or relied upon for the ownership paid all sums due and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants payable under the Lease;Brokerage Contracts; and j. A rent roll (q) a certificate, dated as of the Closing certified Date and signed by Seller to Purchaser to be truea managing member of Seller, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth contained in paragraph 9 Section 5.1 are true true, correct and accurate in an material respects complete as of such date, except to the date of the Closing; and n. Such other documents as extent provided in any notice given to Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementin accordance with Section 5.4.

Documents to be Delivered by Seller. At Closing Closing. At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser directly or, if either party elects, through the Escrow, the following, all each of which shall be in form and substance reasonably satisfactory to PurchaserPurchaser and (if applicable) the Title Insurer: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good (a) a duly executed and marketable title in fee simple acknowledged special warranty deed to the Property and Building, subject only to the Permitted ExceptionsExceptions and naming the Trust as the grantee; b. The (b) the Title Policy or a "marked-up" Title Commitment Policy; (including extended coverage c) evidence of authorization of Seller as to the execution of this Agreement and title endorsements) and indicating waiver or deletion the sale of the Removable ExceptionsProperty to Purchaser and the performance of other acts required hereunder; c. A (d) an affidavit to the effect that Seller is not a foreign person under Section 1445(b) of the United States Internal Revenue Code; (e) an original Lease; (f) a quit claim Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form of Exhibit C attached hereto as Exhibit and made a part hereof conveying any personal property located on the Property and owned by Seller (if any); (g) a customary form of Affidavit of Title; (h) at Seller's option, either (1) a completed Environmental Disclosure Document for Transfer of Real Property pursuant to the Responsible Property Transfer Act of 1988, or (ii) a representation from Seller to Purchaser that to Seller's actual knowledge the Property does not constitute "BReal Property" under the Responsible Property Transfer Act of 1988; (i) Seller shall notify the Illinois Department of Revenue (the ". If Seller is unable to obtain Tenant Estoppel Certificates from all Department") of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance pending sale of the Project; h. A non-foreign certificate Property pursuant to and in accordance with the requirements of Section 902(d) of the Illinois Income Tax Act and Section 5(j) of the Retailer's Occupation Tax Act (collectively, the "Acts"). Purchaser shall provide Seller with any information requested by Seller and needed to complete such notice to the Department. Seller, by giving such notice to the Department, shall attempt to cause the Department to certify, prior to the Closing, that Seller either has or does not have assessed but unpaid taxes, penalties or interest due under the Acts. If the Department issues a Bulk Sales Stop Order prior to the Closing, Seller shall comply with all requirements and obligations imposed by the Department so as not to delay the closing, including, without limitation, escrowing the amount to be withheld under the Bulk Sales Stop Order with the Closing Escrowee. If prior to the Closing, the Department has not made and issued a written determination that Seller does not have assessed but unpaid taxes, penalties or interest due under the Acts and has not issued a Bulk Sales Stop Order, Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all loss, damage, liability, cost and expense which Purchaser may suffer or incur as a result of debts owed by Seller to the Department under the Acts, and such indemnification shall survive the Closing until such time as Seller or the Department delivers to Purchaser a written determination that Seller does not have assessed but unpaid taxes, penalties or interest due under the Acts; (j) all other documents (if any) required, pursuant to other provisions of paragraph 22 hereof;this Agreement or to the Escrow Agreement, to be executed and delivered by Seller; and i. Insurance certificates in Seller's possession (k) such other instruments and documents, including, but not limited to, an ALTA Statement and a gap undertaking, as may be reasonably required by the tenants under Title Insurer or Purchaser in order to carry out the Lease; j. A rent roll dated as purposes of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver or cause to Buyer the following items: (a) Good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be delivered qualified as a result of its ownership of the Assets or operation of the Business dated no earlier than ten days prior to Purchaser the Closing Date; (b) Copies of resolutions of the board of directors and shareholders of Seller, authorizing the execution, delivery and performance of this Agreement and the Related Documents and the consummation of the transactions contemplated by this Agreement, and copies of Seller’s Organizational Documents, in each case certified on behalf of Seller by a duly authorized officer of Seller, as being true, correct, in full force and effect and complete as of the Closing Date; (c) A certificate for Seller, dated as of the Closing Date, executed by an officer of Seller, certifying on behalf of Seller that the closing conditions specified in Section 7.1(a) and 7.1(b) have been satisfied; (d) Duly executed instruments of conveyance and transfer effecting the sale, transfer, assignment and conveyance of the Assets to Buyer as contemplated herein and mutually agreed upon by Buyer and Seller, including the following: (i) a general xxxx of sale from Seller for all Assets, all in customary form reasonably satisfactory to Buyer and Seller; (ii) intellectual property assignments duly executed by the Seller assigning the Intellectual Property to Buyer, in customary form reasonably satisfactory to Buyer and Seller; (iii) domain name transfers duly executed by Seller assigning the Business’ domain names included in the Material Intellectual Property, including the domain names listed on Schedule 4.23(b) to Buyer; (iv) assignment and assumption agreement assigning the Leased Real Property from Seller to Buyer, in customary form reasonably satisfactory to Buyer and Seller; (v) assignments and assumptions of contracts assigning the Assumed Contracts to Buyer, in customary form reasonably satisfactory to Buyer and Seller; (vi) assignment of the Accounts Receivable; and (vii) an estoppel certificate, in form and substance reasonably satisfactory to Purchaser:Seller and Buyer, confirming the material terms of the Real Estate Lease duly executed by Seller and the landlord. a. Special Warranty Deed (e) An affidavit of non-foreign status of Seller that complies with Section 1445 of the Code, in customary form reasonably satisfactory to Purchaser or Purchaser's nominee in recordable form, conveying good Buyer and marketable title in fee simple to the Property and Building, subject only to the Permitted ExceptionsSeller; b. The Title Policy (f) Duly executed UCC releases, lien terminations, or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver other similar documents or deletion of instruments required to transfer the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, Assets free and clear of Liens, other than Permitted Liens, along with evidence in form and substance satisfactory to Buyer, acting reasonably, that all encumbrancessuch Liens affecting the Assets have been terminated and released; d. The original executed Leases(g) Endorsed motor vehicle title certificates; e. Letter from (h) The Material Consents and all other consents received by Seller prior to the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached heretoClosing Date; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in (i) Physical possession of the Seller used in connection with the Project tangible Assets to Buyer, and the combinations keys and security access codes to all locks included on Leased Real Property. Seller shall also make available to Buyer all books and records of Seller relating to or reasonably required for the Projectoperation of the Business, including copies of all Assumed Contracts, financial and accounting records, files and records relating to Transferred Employees and all related correspondence, and all log-in credentials for all websites, domain names, and social media accounts relating to the Business; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing(j) The Escrow Agreement; and n. (k) Such other documents documents, information, certificates and materials as Purchaser or the Title Company may be reasonably request to enable Purchaser to consummate the Transaction contemplated required by this AgreementBuyer.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall shall: (a) Execute and deliver to Buyer (or cause its assigns as permitted by Section 14.4) any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to effect the transfer of the Assets to Buyer, or otherwise to facilitate the transactions contemplated hereby, such instruments to include, but not be delivered to Purchaser the followinglimited to: (i) assignments of patents, trademarks, tradenames, copyrights and all applications and licenses therefor, in form suitable for recording with any applicable registration authority, and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser all other Intellectual Property Rights of Seller included in the Assets, including without limitation patent documents, assumed or Purchaser's nominee in recordable formfictitious names, conveying good corporate names, franchises, discoveries and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptionsother know-how; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsii) and indicating waiver or deletion duly endorsed certificates of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Propertyvehicles, if any, included within the Assets, together with any appropriate affidavit with respect to the sale price thereof or the odometer reading of such vehicle; and (iii) a Trustee bilx xx sale and assignment covering all other Assets of Seller not identified above, conveying title to such Assets to Buyer, and containing reasonable "further assurances" language obligating Seller to execute other appropriate instruments after the Closing in order to confirm Buyer's title to and possession of such Assets. (b) Deliver to Buyer a "bring-down" certificate executed by an officer of Seller, and a certificate of incumbency and copy of the resolutions adopted by the Board of Directors of Seller, authorizing the execution and delivery of this Agreement and the Intangible Propertyother transactions contemplated hereby, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated duly certified as of the Closing certified Date by Seller to Purchaser to be true, correct and completean officer of Seller; k. All keys in possession (c) Deliver to Buyer certificates of good standing issued by the Seller used in connection with the Project California Secretary of State and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the ClosingFranchise Tax Board; and n. Such other documents as Purchaser (d) To the extent any consents or approvals shall be necessary to any of the Title Company may reasonably transactions herein contemplated, or to the sale of the Assets, Seller shall deliver to Buyer upon request copies of all such consents or approvals to enable Purchaser to consummate the Transaction contemplated extent obtained by this AgreementSeller.

Documents to be Delivered by Seller. At the Closing, the following shall be delivered or provided to Buyer by Seller: (a) Seller shall execute and deliver warranty bills of sale and other sufficient instruments of conveyance and transfer as shall be effective to vest in Buyer all of Seller's title to and interest in the Assets; (b) Seller shall deliver copies of resolutions of its Board of Directors and shareholders authorizing the execution of this Agreement and the consummation of the transactions herein provided for, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing At or by the Secretary of Seller; (c) Seller shall deliver a certified copy of Seller's articles of incorporation and bylaws, as amended, and a good standing certificate issued by the Secretary of the State of incorporation of Seller no more than ten (10) days prior to the Closing, ; (d) Seller shall deliver or cause to be delivered to Purchaser the following, all affidavits and certificates provided for in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted ExceptionsSection 5.4; b. The Title Policy (e) Seller shall deliver keys and combinations, as appropriate, to all locks used on or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion in connection with any of the Removable ExceptionsAssets; c. A Xxxx of Sale executed by Seller, assigning, conveying (f) Seller shall execute and warranting to deliver the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, Lease Assumption Agreement substantially in the form attached hereto as of Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "BC" attached hereto; f. Notices executed by (g) Seller to all tenants, licensees or concessionaires, under shall execute and deliver the Leases Assignment and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agentAssumption Agreements as provided in Section 6.7; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which (h) Seller has created, used or relied upon for shall have delivered the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects Accounts Receivable list as of the date of the ClosingClosing provided for in Section 3.7 above; and n. Such (i) Seller shall deliver a certificate dated the date of the Closing ("Seller's Closing Certificate") executed by the President of Seller certifying that: (i) all representations and warranties of Seller contained in this Agreement or in any schedule or exhibit hereto or in any statement (including financial statements), certificate, exhibit or other documents document delivered pursuant hereto were true and accurate as Purchaser or of the Title Company may reasonably request to enable Purchaser to consummate date when made; (ii) all of said representations and warranties are, by the Transaction contemplated execution and delivery of Seller's Closing Certificate, made again on and as of the date of the Closing and are then true and accurate in all material respects; and (iii) Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this AgreementAgreement to be performed or complied with by it prior to or on the Closing.

Documents to be Delivered by Seller. At On the Closing At or prior to the ClosingDate, Seller shall deliver or cause to be delivered to Purchaser the following, all following documents: (a) duly executed Deed of Bargain and Sale with Covenant Against Grantor’s Acts from Seller for the Land and the Improvements in proper statutory form for recording; (b) duly executed Bxxx of Sale for the Personal Property in form annexed hereto as Exhibit F; (c) all as built plans, specifications and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good drawings and marketable title in fee simple shop drawings (and all documents and other materials related thereto) and all manuals relating to the maintenance and operation of the Property and Building, subject only to the Permitted Exceptionsin Seller’s possession; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsd) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to original tax bills for the Purchaser title to the Personal Property, if any, and available; (e) duly executed Affidavit of Title in form annexed hereto as Exhibit G; (f) duly executed FIRPTA Affidavit of Seller in form of Exhibit H annexed hereto; (g) all keys or access cards to the Intangible PropertyImprovements; (h) the original or, if anynot available, free and clear a copy of all encumbrancesthe Leases certified as a true copy by Seller; d. The (i) the original executed Leasesor, if not available, a copy of the Commission Agreements; e. Letter from (j) notice to the tenants Tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as of Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached J annexed hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under (k) “letter of non applicability” from the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for DEP confirming that the ownership and maintenance conveyance of the Project; h. A non-foreign certificate in accordance with Land and Improvements is not subject to the provisions of paragraph 22 hereofISRA, or, if the conveyance is subject to ISRA, evidence that the Property complies with such statute; i. Insurance certificates (l) such other documents and instruments as Title Insurer may reasonably request to perfect title to any of the Property in Seller's possession required by the tenants under the LeasePurchaser, provided Seller shall not be obligated to execute any document which increases its liability hereunder; j. A rent roll (m) documentation to establish to Purchaser’s reasonable satisfaction the due authorization of Seller’s execution of all documents contemplated by this Agreement; (n) any Deed and other document or instrument required pursuant to Section 12.2(a) hereof; and (o) a certificate, dated as of the Closing certified Date and signed by Seller Seller, stating that, subject to Purchaser to be truethe provisions of Section 5.2, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 Section 5.1 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementsuch date.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall execute and deliver or cause to be delivered to Purchaser the following: (a) a copy of resolutions duly adopted by the Board of Directors and sole shareholder of Seller authorizing the execution, all delivery and performance of this Agreement and Seller's Additional Agreements and a certificate of the secretary or assistant secretary of Seller, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect as of such date and setting forth the incumbency of each person executing this Agreement, Seller's Additional Agreements, and any document required by this Section 8.01 on behalf of Seller or Conferencing; (b) the certificate representing the Shares, together with appropriate stock powers attached and duly executed in blank, and the minute book, and stock transfer ledger of the Company. (c) a Non-Competition Agreement, substantially in the form of Exhibit A attached hereto (the "Non-Competition Agreement"); (d) a Conferencing Services Agreement, in form and substance mutually satisfactory to the parties (the "Conferencing Services Agreement"), (e) an Events Management Services Agreement, in form and substance mutually satisfactory to the parties (the "Events Reseller Agreement"); (f) a Transition Services Agreement, substantially in the form of Exhibit B attached hereto (the "Transition Services Agreement"); (g) an opinion of counsel in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsementsh) and indicating waiver or deletion the Schedule of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting Capital Expenditures pursuant to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 Section 1.04 hereof; i. Insurance certificates in Seller's possession required by (i) the tenants under resignations of all officers and directors of the LeaseCompany who will not be full-time employees of the Company after Closing; j. A rent roll (j) an officer's certificate, dated the Closing Date, stating that the conditions to Closing contained in Section 6.02 have been fully satisfied and attaching any updates to the Schedules to this Agreement; and (k) a good standing certificate of the Company dated as of a date within five days of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this AgreementDate.

Documents to be Delivered by Seller. At A. Seller has heretofore made available to Purchaser the following documentation (hereinafter collectively referred to as the “Project Stuff”) pertaining to the Project to the extent available and in the possession of Seller, Gxxxx & Exxxx Company, Seller’s broker (hereinafter referred to as the “Broker”): (1) Copies of all certificates of occupancy and other necessary governmental licenses or approvals pertaining to the occupancy of the Project in the possession of Seller. (2) A true, correct and complete copy of “as-built” plans and specifications for the Improvements and any modifications or amendments thereto, if available, and copies of any reports or studies (including engineering, soil boring and physical inspection reports of employees, principals, consultants, governmental authorities or insurance carriers) in Seller’s possession or control pertaining to the physical condition or operation of the Project. (3) A copy of the 2006 personal property tax bxxx received by Carbide. (4) A copy of the most recent real estate tax bxxx with respect to the Project and of any appeal of any taxes or assessments for the three (3) most recent years of which Seller has knowledge, together with evidence of full payment of the cost of any such appeals including the full payment of attorneys’ fees. Seller shall promptly deliver to Purchaser a copy of any such bills or notices received by Seller after the date hereof even if received after Closing. (5) A schedule listing all Personal Property to be attached as Schedule 2 to the Bxxx of Sale attached hereto as Exhibit “D”. (6) Copies of all Leases and tenant files relating thereto. Copies of the rent rolls, income and expense statements, a list of security deposits, and an accounts receivable listing of tenant payables . (7) Copies of all service and maintenance contracts and management agreements and other written agreements of any kind pertaining to the Project, and all amendments and modifications thereto, which Seller or its agents and affiliates have entered into in connection with the construction, development, maintenance, ownership and operation of the Project which might survive Closing At which are listed on Exhibit “E” attached hereto and by this reference incorporated herein (such contracts and agreements being hereinafter collectively referred to as the “Project Contracts”). Purchaser shall inform Seller, prior to the end of the Inspection Period, which of the Project Contracts, which permit cancellation without cost, Purchaser wishes Seller to terminate as of the Closing and Seller shall so terminate same on or prior to the Closing, Seller to the extent permitted without cost under such Project Contracts, provided that if notice is required in excess of the time between the end of the Inspection Period and the Closing, Seller’s responsibility shall deliver or cause be only to promptly send notice of termination upon receipt of Purchaser’s notice of requested termination. Thereafter, such terminated Project Contracts shall not be deemed to be delivered to Purchaser Project Contracts for the followingpurposes hereof. (8) Such other studies, all in form reports, maps and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple documents related to the Property Project that are reasonably available to Seller,including without limitation environmental and Buildingsoil reports, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases which Seller has knowledge (hereinafter referred to as "Tenant Estoppel Certificates"the “Dirt Reports”) addressed to Purchaser or its nominee and Mortgageeall engineering reports, and surveys, but excluding Confidential Information, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all ; and (9) Financial data and a copy of the tenantsCarbide Lease reasonably required by Ernst & Young LLP necessary to prepare the Audit Letter, as hereinafter described. B. The Project Stuff and any additional information requested by Purchaser are being furnished to Purchaser for information purposes only. Purchaser acknowledges and agrees that it is accepting the Project Stuff and any other documentation and data which Seller makes available to Purchaser, if any, with the understanding that the information therein has been compiled by persons and entities other than Seller, and, other than to the extent specifically set forth in Paragraph 10A hereof, Seller has not verified and does not independently certify that the information contained therein is true, correct or complete in all respects. With respect to the any reports, tests, data or documentation prepared by anyone other than Seller, (hereinafter referred to as the “Third-Party Reports ”), Purchaser further acknowledges and agrees that it understands and has been informed by Seller that Seller has not and does not adopt or ratify the findings of the parties who prepared the Third-Party Reports and not withstanding anything contained in this Agreement to the contrary, does not represent that the Third-Party Reports are accurate in all respects, and does not warrant or represent that the Third-Party Reports can or should be relied upon by Purchaser in making its investment decisions concerning the Project. C. Purchaser and its representatives shall hold in strictest confidence all data and information not within the public domain obtained with respect to Seller or its business, whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others; provided, however, that it is understood and agreed that Purchaser may disclose such data and information if required by law or governmental agency or to the employees, consultants, lenders, accountants and attorneys of Purchaser provided that such persons shall treat such data and information confidentially. In the event this Agreement is terminated or Purchaser fails to perform hereunder, Purchaser shall promptly return to Seller any statements, documents, schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein. In the event of a breach or threatened breach by Purchaser or its agents or representatives of this Paragraph 5C, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller be entitled to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to an injunction restraining Purchaser or its agent;agents or representatives from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Seller from pursuing any other available remedy at law or in equity for such breach or threatened breach. The provisions of this Paragraph 5C shall survive Closing. g. All architectural drawingsD. Purchaser acknowledges and agrees that Seller, plans, specifications, surveys, building permits, occupancy permits Broker and certain of their affiliates may have the following confidential information concerning the Project: state and federal income tax returns and filing information; internal valuations and appraisals; loan files pertaining to mortgage financing obtained or other similar items in Seller's possession and control which Seller has created, used or relied upon considered for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified Project by Seller or its agents, advisors, and contractors; personnel files related to present and past employees of Seller (if any) and Broker and their affiliates; privileged attorney-client communications; other than as delivered or made available to Purchaser pursuant to be truethis Paragraph 5, correct long term capital budgets, pro forma estimates and complete; k. All keys projections used in possession developing budgets; certificates of the value and financial audits prepared and submitted by Seller’s investment advisor to Seller used and its shareholders; other than as delivered or made available to Purchaser pursuant to this Paragraph 5 and any projections and estimates obtained by or prepared by Seller or its shareholders or investment advisor in connection with its due diligence when Seller acquired the Project (hereinafter referred to as the “Confidential Information”). Purchaser hereby disclaims any interest in examining any such Confidential Information and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating agrees that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as Confidential Information does not constitute a part of the date Project Stuff and that the withholding of Confidential Information is not in violation of any duty or obligation owed to Purchaser under this Agreement or otherwise, regardless of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementcontent thereof.

Documents to be Delivered by Seller. At Closing At or prior Xxxxxx agrees to deliver the following to Purchaser at Closing: (i) a limited warranty deed (the “Warranty Deed”) to the ClosingProperty utilizing the legal description of the Property in Seller’s vesting deed, Seller which Warranty Deed shall deliver or cause to be delivered to Purchaser the following, all in form and substance content reasonably satisfactory to Purchaser: a. Special Warranty Deed Purchaser with appropriate title warranties and documentary stamps affixed thereto at Seller’s expense, conveying to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in insurable (at standard premium rates) fee simple absolute title to the Property and Building, subject only to the Permitted Exceptions, in a form mutually agreed upon by Purchaser and Seller; b. The Title Policy or (ii) to the extent requested by Xxxxxxxxx, a "markedquitclaim deed (the “Quitclaim Deed”) for that certain portion of adjacent property comprising a South Carolina Department of Transportation Right-up" Title Commitment (including extended coverage of-Way Easement dated December 1, 1959 and title endorsements) that certain portion of adjacent property located between the Mean High Water Mark and indicating waiver or deletion the eastern boundary of the Removable ExceptionsProperty as more particularly shown on the Survey; c. A Xxxx of Sale executed by Seller(iii) a certificate, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be trueDate, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth of Seller contained in paragraph 9 this Agreement are true and accurate correct in an all material respects as of the date Closing Date and that Seller has complied in all material respects with all covenants and agreements required to be complied with prior to Closing by Seller (the “Certificate of Compliance from Seller”); (iv) an affidavit of Seller regarding mechanics’ and materialmen’s liens, possession of the Closing; andProperty, the authority of and power of Seller to complete the transactions provided for herein, and such other matters as the Title Company shall reasonably require (including, without limitation, a so called “GAP Indemnity”)(provided, however, any such “GAP” indemnity shall exclude (and Seller shall not indemnify Purchaser or the Title Company against) any liens, encumbrances or title exceptions created by Purchaser or any other person or entity (other than those created by, with the consent of or due to the acts or omissions of Seller) or otherwise arising by reason of acts of Purchaser or any other person or entity (other than those created by, with the consent of or due to the acts or omissions of Seller); n. Such other documents (v) a certification of non-foreign status pursuant to the provisions of Section 1445 of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated therein; (vi) a Certification for Form 1099-S; (vii) a Form W-9; (viii) a South Carolina Nonresident Seller Withholding Affidavit; (ix) such evidence as Purchaser or the Title Company may reasonably request require as to enable the authority of the person or persons executing documents on behalf of Seller; (x) a closing statement setting forth the allocation of closing costs, purchase proceeds, prorations, adjustments, and other matters as set forth herein, in a form mutually agreed upon by Purchaser and Seller (the “Closing Statement”); and (xi) all other documents and instruments reasonably required by Purchaser or the Title Company in order to consummate complete the Transaction transactions contemplated by this AgreementAgreement and to perfect the conveyance, transfer and assignment of the Property to Purchaser.

Documents to be Delivered by Seller. At Not later than one (1) business day before the Closing At or prior to the ClosingDate, Seller shall deliver or cause to the Escrow Holder the following documents and items: (i) A grant, bargain and sale deed, in recordable form, duly executed by Seller, conveying to Buyer all of Seller's right, title and interest in and to the Subject Property and Reservation, which shall be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser:Buyer and Seller; a. Special Warranty Deed to Purchaser or Purchaser's nominee (ii) A water rights quitclaim deed, in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale duly executed by Seller, assigningconveying to Buyer all of Seller's right, conveying title and warranting interest in and to the Purchaser title Water Rights, which shall be in form and substance reasonably satisfactory to the Personal Property, if any, Buyer and the Intangible Property, if any, free and clear of all encumbrancesSeller; d. The original executed Leases(iii) A bill of sale conveying xxxxain personal property located on the Subject Property from Buyer to Seller, which shall be in form and substance reasonably satisfactory to Buyer and Seller; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates"iv) addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with form and substance reasonably satisfactory to Buyer and Seller; 4 (v) The originals or copies (if originals are not available) of any governmental licenses or permits obtained by the provisions previous owners of paragraph 22 hereofthe Dreyfus Property relating to the construction, development or use of the Dreyfus Property, to the extent such licenses and permits are in the possession of Seller; i. Insurance certificates (vi) All keys, security cards and other items required in Seller's order to gain access or to use the Dreyfus Property which are in the possession required by of Seller or any of the tenants under the Leasebrokers referenced in Section 14 of this Agreement; j. (vii) A rent roll dated as purchase and sale agreement between Buyer and Seller providing for the purchase by Seller from Buyer after the Closing of a portion of the Closing certified Subject Property having an appraised fair market value, as finally approved by Seller to Purchaser to be trueUSFS and BLM, correct and complete; k. All keys in possession of the Seller used approximately Three Million Four Hundred Thousand Dollars ($3,400,000) in connection with the Project portion of Seller's pending land exchange transaction with Perma-Bilt, a Nevada corporation ("Perma-Bilt") which is referred to by Seller and Perma-Bilt as "Phase 2B" (the "Perma-Bilt Exchange"), which shall be in form and substance reasonably satisfactory to Buyer and Seller (the "Perma-Bilt Agreement"); (viii) Written confirmation to Buyer from the University and Community College System of Nevada ("UNR"), in form and substance reasonably satisfactory to Buyer, regarding the commitment of UNR to purchase from Buyer all of the existing structures and improvements located on the Subject Property, together with a reserved estate relating to a portion of the Subject Property which shall provide access to and use of such improvements and shall be acceptable to USFS and Buyer (the "Reserved Estate) (the Improvements and the combinations Reserved Estate are collectively referred to all locks included on herein, the Project"UNR Improvements"); l. An affidavit (ix) Written confirmation to Buyer from USFS and BLM, in form and substance reasonably satisfactory to Buyer, regarding the final approved appraised fair market value attributed to the Dreyfus Property and the allocation of titlesuch value to the Reserved Estate and the Improvements; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. (x) Such other documents or certificates as Purchaser Buyer or the Title Company may its counsel shall reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreementrequest.

Documents to be Delivered by Seller. (a) At Closing At or prior to the Closing, Seller shall execute, acknowledge where appropriate and/or deliver the following: (b) The Deed. (c) All tax and information returns, and any transfer or cause documentary stamp taxes, required in connection with this transaction. (d) A xxxx of sale in the form of Exhibit B attached hereto. (e) An assignment of all leases in the form of Exhibit C attached hereto and made a part hereof (the "Assignment and Assumption of Leases"). (f) An assignment to Purchaser in the form of Exhibit D attached hereto and made a part hereof (the "Assignment and Assumption of Contracts"), of all of the interest of Seller in those Contracts which are in effect on the Closing Date and which Purchaser elects, at its option, or is required by the terms of this Agreement, to assume. (g) An assignment to Purchaser in the form of Exhibit E attached hereto and made a part thereof (the "Assignment and Assumption of Development Agreements") of all of the interest of Seller in those Development Agreements which are in effect on the Closing Date. (h) To the extent in Seller's possession or available to Seller at no cost or expense, original counterparts of all of the Leases, initialed by Purchaser, copies of all other Leases, certified by Seller as true and complete to the actual knowledge of Seller and initialed by Purchaser, and copies of all of the Contracts. (i) Originals or copies of all applicable bills, invoices, fuel readings and lists required for the apportionments referred to in Section 6. (j) To the extent they are then in Seller's possession or available to Seller at no cost or expense, copies of all Books and Records, and all Licenses and Permits. (k) Possession of the Premises in the condition required by this Agreement, and all keys and combinations therefor; and (l) Any other documents required by this Agreement to be delivered by Seller at the Closing or reasonably necessary to Purchaser effectuate the following, all transactions contemplated herein. (m) An affidavit of title in form and substance reasonably satisfactory to Purchaser:Seller. a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good (n) A statement setting forth the purchase price with all adjustments and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions;prorations shown thereon. b. The Title Policy or (o) A certified copy of a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion corporate resolution of the Removable Exceptions; c. A Xxxx Board of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear Directors of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by authorizing Seller to all tenants, licensees or concessionaires, under execute this Agreement and sell the Leases and Project Contracts directing such parties Premises to pay all rental and other payments to Purchaser or its agent;Purchaser. g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the (p) The provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of this Section shall survive the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Purchaser Buyer the following: (a) limited or special warranty deeds (or the equivalent thereof in each jurisdiction where real property is being transferred) in recordable form which conveys to Buyer title to the Fee Parcels and assignment and assumption of the IDB Lease, each to be subject to any Permitted Encumbrances and the Assumed Liabilities, together with such bills of sale, patent, trademark and other instruments of assignment, and other conveyance documents reasonably requested by Buyer, dated the Closing Date, transferring to Buyer all of Seller's right, title and interest in and to the Assets together with possession of the Assets all in a form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed Buyer; Seller will provide to Purchaser Buyer's title insurance company (i) customary good standing certificates and corporate authorizations, (ii) owner's affidavits acceptable to such title insurer to remove any exception for (A) mechanics' or Purchasermaterialmans' liens and (B) rights of parties in possession, (iii) a gap indemnity acceptable to such title insurer for insuring over the "gap" (i.e., the time period from the effective date of this title company's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion last checkdown of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Propertydate of recording of the deed); and (iv) any other certificates, if anyaffidavits, indemnities or other documents or instruments reasonably requested by Buyer's title insurance company to allow Buyer to receive title policies at the Closing in form reasonably acceptable to Buyer; provided that none of such documents, agreements or instruments shall expand the warranties of Seller to Buyer hereunder with respect to the Assets, including the Fee Parcels or the Assumed Liabilities; (b) documents evidencing the assignment and assumption of the Assumed Contracts and of any liabilities or obligations assumed by Buyer pursuant to Sections 6.7(c) hereof and the Intangible Property, if any, free and clear assignment of all encumbrancesany assignable Permits; d. The original executed Leases(c) a copy of resolutions of the board of directors, shareholders, partners and members of each Seller authorizing the execution, delivery and performance of this Agreement by each Seller and a certificate of the secretary or assistant secretary of each Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; e. Letter (d) certificates from the tenants under Secretary of State of the Leases State of Delaware evidencing the good standing of each Seller and Seller JV; (hereinafter referred e) a certificate, dated the Closing Date, executed by the President and Chief Financial Officer of each Seller certifying to the fulfillment of the conditions specified in Sections 8.2(a) and 8.2(b); (f) the affidavit of each Seller required by Section 1445 (b)(2) of the Code; (g) the Seller Opinion; (h) certificates or other documents evidencing the transfer of the Seller JV Interest to Buyer including; without limitation, all instruments and approvals necessary to substitute Buyer as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, a member in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from JV with all of the tenants, rights and privileges that Seller shall provide Purchaser has with a Seller's Estoppel Certificate for respect to its membership interest in Seller JV immediately prior to the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached heretoClosing; f. Notices executed by Seller (i) landlord estoppel certificates with respect to the IDB Lease, and all tenants, licensees or concessionaires, required consents under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the IDB Lease; j. A rent roll dated as of (j) the Closing certified by Seller to Purchaser to be true, correct and completeTransition Services Agreement; k. All keys in possession of (k) the Seller used in connection with the Project and the combinations to all locks included on the ProjectChip Supply Agreement; l. An affidavit of title(l) the Option Agreement; m. A certificate from Seller stating that (m) the representations and warranties set forth Maplesville Agreement; (n) the Headquarters Lease; (o) the Rooster Bridge Lease; (p) owner's affidavits (in paragraph 9 are true and accurate in customary form) reasonably necessary to enable Buyer to obtain any title insurance policies; (q) an material respects as of instrument granting the date of the Closingeasement or other instrument contemplated by Section 5.20; and n. Such (r) all other documents as Purchaser required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Title Company may reasonably request Assets and the Business to enable Purchaser Buyer or to otherwise consummate the Transaction transactions contemplated by this Agreementhereby.