Common use of Purchaser’s Closing Conditions Clause in Contracts

Purchaser’s Closing Conditions. The transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.

Purchaser’s Closing Conditions. The Purchaser shall not be obligated to consummate the transactions herein contemplated, including the sale and purchase contemplated by this Agreement unless: (a) All of the Assets Seller’s representations and warranties of set forth in accordance with the terms this Agreement are true and correct, in all material respects, as of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause , or the Purchaser specifically and expressly waives each of such conditions to be fulfilled and/or performed at or prior untrue representation and warranty in writing; (b) Seller delivers to the Closing DatePurchaser: (i) a closing certificate, dated the representations and warranties Closing Date, executed by an officer of the Vendor contained Seller, certifying the satisfaction of the conditions specified in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such timesSection 8.2; (ii) a certified copy of the Vendor shall have performed all obligationsSeller’s Articles of Organization, covenants and agreements contained in this Agreement to be performed a Certificate of Good Standing, each issued by the Vendor at or prior to Secretary of State of the Seller’s jurisdiction of formation; (iii) a certificate duly executed by the Secretary of the Seller, dated as of the Closing Date, and certifying (A) the resolutions as adopted by the Seller’s managers, in a form reasonably acceptable to the Purchaser, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Seller Member Consent executed by a sufficient number of Seller Members to approve the consummation of the transactions contemplated by this Agreement; (C) the Seller’s Organizational Documents, each as in effect at the Closing; and (D) the incumbency of each manager of the Seller signing this Agreement and any other agreement or instrument contemplated hereby to which the Seller is a party; (iv) a title opinion from counsel satisfactory to Purchaser, affirming Seller’s pre-Closing title to the Acquired Assets, or, at Purchaser’s election, chain of title documentation with respect to the Acquired Assets that Purchaser, in its sole discretion deems sufficient to, establish Seller’s title to the Acquired Assets; and (iiiv) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title all documents Purchaser reasonably deems necessary to effect a transfer of the Vendor Acquired Assets; and (c) All actions to be taken by the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion Seller in connection with consummation of the transactions herein contemplatedcontemplated hereby and all certificates, including opinions, instruments, and other documents required to effect the sale transactions contemplated hereby shall be reasonably satisfactory in form and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice substance to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.

Purchaser’s Closing Conditions. The transactions herein contemplatedobligations of Purchasers under this Agreement are subject, including at the sale and purchase option of the Assets in accordance with the terms of this AgreementPurchasers, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed satisfaction at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Datefollowing conditions: (ia) the All representations and warranties of the Vendor Company contained in this Agreement shall be true at and correct on the date hereof and at as of the Closing Date with the same force and effect as if such representations and warranties had been were made on at and as of each of such times; (ii) the Vendor Closing, and the Company shall have performed and satisfied all obligations, covenants and agreements contained in required by this Agreement to be performed and satisfied by the Vendor Company at or prior to the Closing; (b) Simultaneously with the sale of the shares hereunder, the transactions contemplated by the Celeron Agreement and the ING Agreement shall be consummated; (c) Purchasers shall have received a certificate dated as of the Closing, executed by a duly authorized officer of the Company, to the effect that to such officer's knowledge the conditions set forth in Section 8.2(a) and (b) above are satisfied at and as of the Closing; (d) Purchasers shall have received a legal opinion dated as of the Closing from Fulbright & Xxxxxxxx L.L.P., in substantially the form of Exhibit B hereto; (e) Purchasers shall have received a legal opinion dated as of the Closing from Xxxxxxx X. Xxxxxxxxx, general counsel of the Company, in substantially the form of Exhibit C hereto; (f) Purchasers shall have received a certificate of the Secretary or the Assistant Secretary of the Company certifying, among other things, as to the due authorization of the transactions contemplated hereby; (g) Purchaser shall have received certificates of existence and good standing for the Company and each of its Subsidiaries in the jurisdiction of its incorporation and each jurisdiction in which it is qualified or licensed to do business and own material assets; (h) As of the Closing Date; and , no suit, action or other proceeding (iiiexcluding any such matter initiated by Purchasers) no legal proceeding shall have been commenced or shall be pending or threatened before any Governmental Authority seeking to restrain Purchasers or prohibit the Closing, seeking damages against the Vendor at law or in equity or before or by an tribunal which would affect the title Purchasers as a result of the Vendor consummation of this Agreement or seeking to restrain or prohibit the closing of the Celeron Acquisition or the transactions contemplated by the ING Agreement; (i) The Certificate of Designation shall have been duly filed by the Company with the Secretary of State of the State of Delaware and the Purchasers shall have received satisfactory evidence thereof; (j) Except for the Certificate of Designation, no amendments to the Assets Second Restated Certificate of Incorporation or would enjoin, restrict or prohibit or would have the effect of preventing the completion Bylaws of the transactions herein contemplated, including Company as in effect on the sale and purchase date hereof shall have been effected; and (k) Purchasers shall have received a copy of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant required written consent or agreement of the Vendor to be fulfilled and/or performed hereunder at waiver by any third party or prior Governmental Authority to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior transactions contemplated hereby and by any Governmental Authority to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part transactions contemplated by the Purchaser without prejudice to Celeron Agreement or the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingING Agreement.

Purchaser’s Closing Conditions. The transactions herein contemplated, including obligation of each Purchaser to purchase and pay for the sale and purchase of Offered Securities to be purchased by it at the Assets in accordance with the terms of this Agreement, are Closing is subject to the satisfaction or waiver, prior to or at the Closing, of the following conditions: (a) Each Purchaser shall have received from counsel for Parent and the Existing Guarantor, each of which is hereby declared (i) an opinion or opinions substantially in the form set forth in Exhibit 7.1(a), addressed to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to Purchasers, dated the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior , and otherwise reasonably satisfactory in substance and form to the Closing Date:Purchasers and their special counsel and (ii) a letter entitling such Purchaser to rely on all opinions of counsel delivered to the Lenders in connection with the Collateral Documents. (ib) the The representations and warranties of the Vendor contained Parent and each Existing Guarantor in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if in all material respects (except for such representations and warranties had been that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) when made on and as if made at the Closing Date, except to the extent the representation or warranty is limited by its terms to another date. There shall exist on the Closing Date and after giving effect to such transactions, no Event of Default nor a Default under this Agreement, the Credit Agreement or any other material contract to which Parent or any of its Subsidiaries is a party for which the applicable cure period has not expired. (c) Parent and each of such times; (ii) the Vendor Existing Guarantors shall have performed and complied in all obligations, material respects with all covenants and agreements contained in this Agreement required to be performed by the Vendor at complied with on or prior to the Closing Date; and. (iiid) no legal proceeding The Purchasers shall have received a certificate, dated as of the Closing Date, executed by the chief executive officer and the chief financial officer of Parent stating that the conditions set forth in Sections 7.1(b) and 7.1(c) have been satisfied. (e) The conditions set forth in Section 7.01(g)(ii) and Section 7.01(g)(iii) of the Combination Agreement shall have been commenced satisfied or waived. (f) The Purchasers shall be pending or threatened against the Vendor at law or have received, in equity or before or form and substance satisfactory to them and their counsel, a certificate duly executed by an tribunal which would affect executive officer of Parent certifying, on the title of Closing Date, that concurrent with the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion consummation of the transactions herein contemplatedcontemplated by this Agreement, including the sale and purchase of transactions contemplated by the Assets Combination Agreement shall have been consummated in accordance with the terms of this the Combination Agreement. In the event that any condition. (g) The offering, obligationissuance, covenant or agreement purchase and sale of the Vendor to be fulfilled and/or performed hereunder at or prior to Offered Securities by the Purchasers, on the Closing Date, including, without limitation, on the terms and subject to the conditions set forth in of this Section 3.3 Agreement, shall not be fulfilled and/or performed at prohibited by any applicable law or prior governmental regulation (including Section 5 of the Securities Act and Regulations T, U, or X of the Federal Reserve Board) and shall not subject any Purchaser to any tax, penalty, liability, or other onerous condition under or pursuant to any applicable law or governmental regulation. (h) Parent and each Existing Guarantor shall have received all authorizations, consents, approvals, licenses, franchises, permits, and certificates by or of all Governmental Authorities in each case, necessary for the issuance of the Offered Securities, and the execution and delivery of the Financing Documents and all of them shall be in full force and effect on the Closing Date. (i) No preliminary or permanent injunction or other order issued by any Governmental Authority, nor any state, rule, regulation, decree or executive order promulgated or enacted by any Governmental Authority, which declares the Purchaser may rescind this Agreement by notice to Financing Documents invalid or unenforceable in any respect or which prevents the Vendor provided, however, that any consummation of the said conditionstransactions contemplated hereby or thereby, obligations, covenants or agreements may shall be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingeffect.

Purchaser’s Closing Conditions. The obligation of each Purchaser to consummate the transactions herein contemplatedcontemplated by this Agreement at the Closing, including as provided in Section 2.1 hereof, shall be subject, in the sale and purchase absence of a written waiver by the Assets in accordance with Majority Purchasers, to the terms satisfaction, prior or at the Closing, of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor Company contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made in all material respects on and as of each the Closing Date as though such warranties and representations were made at and as of such timesdate; (ii) the Vendor Company shall have performed and complied in all obligationsmaterial respects with all agreements, covenants and agreements conditions contained in this Agreement which are required to be performed or complied with by the Vendor at or Company prior to or on the Closing Date; (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided; (iv) the Registration Statement has been declared effective by the Commission and the ADSs shall have been approved for trading on Nasdaq and such trading shall commence not later than the Closing Date (the “Nasdaq Listing Condition”); (v) The Company shall have delivered to each Purchaser a lock-up agreement, substantially in the form attached hereto as Exhibit A executed and delivered by each of the Persons (constituting the officers and directors of the Company) listed on Section 2.3(a) of the Disclosure Schedules (collectively, the "Lock Up Agreements"); (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof that is continuing; and (iiivii) no legal proceeding The Other Purchasers (as defined below) shall have been commenced entered into the Other SPAs (as defined below) for investment in the ADSs or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor Ordinary Shares for aggregate gross proceeds to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplatedCompany, including the sale investment by the Purchasers contemplated hereunder, of no less than $11,500,000 (the “Minimum Round Amount”) and purchase not more than $18,000,000 (the “Maximum Round Amount”), and the closing of the Assets in accordance with the terms of this Agreement. In the event that any conditionsuch transactions shall have occurred prior to, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitationsimultaneously with, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to Closing, such that upon the Closing DateClosing, the Purchaser may rescind this Agreement by notice to Company shall have received aggregate gross proceeds of not less than the Vendor provided, however, that any of Minimum Round Amount and not more than the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingMaximum Round Amount.

Purchaser’s Closing Conditions. The Purchaser shall not be obligated to consummate the transactions herein contemplated, including the sale and purchase contemplated by this Agreement unless: (a) All of the Assets Seller’s representations and warranties of set forth in accordance with the terms this Agreement are true and correct, in all material respects, as of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause , or the Purchaser specifically and expressly waives each of such conditions to be fulfilled and/or performed at or prior untrue representation and warranty in writing; (b) Seller delivers to the Closing DatePurchaser: (i) a closing certificate, dated the representations and warranties Closing Date, executed by an officer of the Vendor contained Seller, certifying the satisfaction of the conditions specified in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such timesSection 8.2; (ii) a certified copy of the Vendor shall have performed all obligationsSeller’s Articles of Organization, covenants and agreements contained in this Agreement to be performed a Certificate of Good Standing, each issued by the Vendor at or prior to Secretary of State of the Seller’s jurisdiction of formation; (iii) a certificate duly executed by the Secretary of the Seller, dated as of the Closing Date, and certifying (A) the resolutions as adopted by the Seller’s managers, in a form reasonably acceptable to the Purchaser, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Seller Member Consent executed by a sufficient number of Seller Members to approve the consummation of the transactions contemplated by this Agreement; (C) the Seller’s Organizational Documents, each as in effect at the Closing; and (D) the incumbency of each manager of the Seller signing this Agreement and any other agreement or instrument contemplated hereby to which the Seller is a party; (iv) all documents Purchaser reasonably deems necessary to effect a transfer of the Acquired Assets; and (iiic) no legal proceeding shall have been commenced or shall All actions to be pending or threatened against taken by the Vendor at law or Seller in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion connection with consummation of the transactions herein contemplatedcontemplated hereby and all certificates, including opinions, instruments, and other documents required to effect the sale transactions contemplated hereby shall be reasonably satisfactory in form and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice substance to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.

Purchaser’s Closing Conditions. The obligations of Purchaser to close the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of contemplated by this Agreement, are Agreement shall be subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or satisfaction prior to the Closing Date. The Vendor agrees to use its best efforts to cause each Date of such conditions to be fulfilled and/or performed at or prior to the Closing Datefollowing conditions: (ia) the The representations and warranties of the Vendor contained Sellers set forth in this Agreement Section 6.1 that are qualified by materiality shall be true and correct on the date hereof accurate and at those not so qualified shall be true and accurate in all material respects as of the Closing Date with (except to the same force extent that any representations and effect warranties are made as if of another specified date, in which case such representations and warranties had been made on that are qualified by materiality shall be true and accurate and those not so qualified shall be true and accurate in all material respects, in each case, as of each of such times; (iispecified date) the Vendor and Sellers shall have performed in all obligations, material respects those covenants and agreements contained in this Agreement of Sellers set forth herein that are required to be performed by the Vendor at or prior to Closing. (b) Except for approvals and consents customarily obtained after Closing, all material consents from and filings with any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, effected or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date; and. (iiid) no legal proceeding The Assets shall not be encumbered by any liens and security interests that secure any debt facilities maintained by Sellers or any of their Affiliates. (e) Sellers shall not have elected to retain the Property subject to the HIL Lease pursuant to Section 3.2(c)(ii). (f) Sellers shall have been commenced delivered, or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor are ready, willing and able to the Assets or would enjoindeliver, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitationPurchaser, the conditions deliverables of Sellers set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing5.3.

Purchaser’s Closing Conditions. 4.01 The transactions herein contemplated, including obligation of Purchaser to complete the sale and purchase of the Assets in accordance with the terms of this Agreement, are Share Exchange is subject to the fulfillment and performance on or prior to the Closing of the following conditionsconditions precedent, each all of which is hereby declared to be are for the exclusive benefit of the Purchaser and which may be waived in whole or in part by Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (ia) Sellers shall have tendered all, but not less than all, of the Sellers' Shares duly endorsed in blank for transfer or accompanied by duly executed transfer powers; (b) the board of directors of Worldwide shall have approved the transfer of the Shares to Purchaser; (c) any and all regulatory approvals or consents, and any and all third party consents or waivers required to complete the transactions herein contemplated, shall have been obtained on terms satisfactory to Purchaser and satisfactory evidence of same shall have been delivered to Purchaser for its review and approval; (d) the representations and warranties of the Vendor contained in this Agreement Sellers herein shall be true and correct on the date hereof and accurate in all respects at the Closing Date Time of Closing, with the same force and effect as if such representations and warranties had been were made on at and as of such time, and the delivery by the Sellers to the Purchaser on Closing of the Sellers' Shares, properly endorsed over to the Purchaser, shall be deemed to constitute a certificate of each of such times; (ii) the Vendor shall have performed all obligationsSellers addressed to the Purchaser, covenants effective as of the Time of Closing, that the representations and agreements warranties of the Sellers contained in this Agreement remain true and correct as of the Time of Closing; (e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Sellers at or before the Vendor Time of Closing shall have been complied with or performed in all respects, and the delivery by the Sellers to the Purchaser on Closing of the Sellers' Shares, properly endorsed over to the Purchaser, shall be deemed to constitute a certificate of each of the Sellers addressed to the Purchaser, effective as of the Time of Closing, that the terms, covenants and conditions of the Sellers in this Agreement have been complied with or performed in all respects as of the Time of Closing; (f) there shall have been no material adverse changes in the condition (financial or otherwise), of the assets, liabilities, operations, earnings, business or prospects of Worldwide since the date of this Agreement; (g) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the transactions contemplated by this Agreement; and (h) this Agreement and the transactions contemplated herein shall have been approved by the directors of Purchaser and, if required by the constating documents of the Purchaser or otherwise, by the shareholders of Purchaser. If any of the conditions contained in this Article IV shall not be performed or fulfilled at or prior to the Time of Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets satisfaction of Purchaser, acting reasonably, the Purchaser may, by notice to Sellers or would enjoinany of them, restrict or prohibit or would have terminate this Agreement and the effect obligations of preventing the completion of the transactions herein contemplated, including the sale Purchaser and purchase of the Assets in accordance with the terms of Sellers under this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements Any such condition may be waived in whole or in part by the Purchaser. 4.02 The Purchaser without prejudice to the Purchaser’s right of rescission in the event acknowledges that it has conducted a due diligence review of the non fulfillment and/or non performance operations and affairs, revenues, expenses, assets, liabilities, agreements and contracts of any other conditionWorldwide and, obligationas of the date of this Agreement, covenant or agreement, any such waiver to be binding on is satisfied with the Purchaser only if the same is in writingsame.

Purchaser’s Closing Conditions. The Purchaser’s obligation to consummate the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of contemplated under this Agreement, are Agreement is subject to the following conditionssatisfaction (or to the extent permitted by applicable Legal Requirements, each of which is hereby declared to be for the exclusive benefit of the waiver by Purchaser. Each of such conditions is to be fulfilled and/or performed at ), on or prior to the Closing Date. The Vendor agrees to use its best efforts to cause , of each of such conditions the following conditions: (a) Seller and the Company shall have performed and complied in all material respects with all covenants required by this Agreement to be fulfilled and/or performed at or complied with by Seller or the Company, as the case may be, on or prior to the Closing Date:; (ib) the The representations and warranties of the Vendor contained Seller in this Agreement shall be true and correct on in all material respects as of the date hereof Execution Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date) and at as of the Closing Date with (except to the same force extent such representations speak to an earlier date, in which case as of such earlier date). The representations and effect warranties of the Company in this Agreement shall be true and correct in all material respects as if of the Execution Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date). The representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date) except to the extent the failure of such representations and warranties had been made on to be true and correct as of each the Closing Date (i) relates to events or circumstances first occurring after the Execution Date, (ii) is not attributable to a breach of such timesthe Company’s covenants in Section 6.1 and (iii) has not had, and is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect (provided that for purposes of determining whether the condition set forth in this sentence has been satisfied, all “Material Adverse Effect” and other materiality qualifiers contained in the Company’s representations and warranties shall be disregarded). For purposes of determining whether the condition in this Section 6.1(b) has been satisfied, any breach of representation or warranty arising from Seller’s or the Company’s compliance with the express terms of this Agreement shall be disregarded; (iic) the Vendor Seller shall have performed all obligations, covenants and agreements contained in this Agreement delivered to be performed by the Vendor at or prior Purchaser a certificate as to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title satisfaction of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to Sections 6.1(a) and (b), dated as of the Closing and executed by an officer of Seller; (d) No restraining order, injunction or other order issued by any court of competent jurisdiction preventing the consummation of the purchase and sale of the Shares or the other transactions contemplated by this Agreement and the other Transaction Documents (brought by a third party not affiliated with the Parties) shall be in effect; (e) Since the Execution Date, the Company shall not have suffered any Material Adverse Effect; (f) Purchaser may rescind this Agreement shall have received the Lien Terminations; (g) Purchaser shall have obtained prior approval to consummate the transaction set forth herein from Toronto Dominion Bank; and (h) Purchaser shall have received a certificate of non-foreign status by notice to Seller which meets the Vendor provided, however, that any requirements of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingTreasury Regulation Section 1.1445-2(b)(2).

Purchaser’s Closing Conditions. The transactions herein contemplatedobligations of Purchasers under this Agreement are subject, including at the sale and purchase option of the Assets in accordance with the terms of this AgreementPurchasers, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed satisfaction at or prior to each Closing of the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Datefollowing conditions: (ia) the All representations and warranties of the Vendor Company contained in this Agreement shall be true at and correct on the date hereof and at as of the Closing Date with the same force and effect as if such representations and warranties had been were made on at and as of each of such times; (ii) the Vendor Closing, and the Company shall have performed and satisfied all obligations, covenants and agreements contained in required by this Agreement to be performed and satisfied by the Vendor Company at or prior to the Closing; (b) Purchasers shall have received a certificate dated as of the Closing, executed by a duly authorized officer of the Company, to the effect that to such officer's knowledge the conditions set forth in Section 8.2(a) above are satisfied at and as of the Closing; (c) Purchasers shall have received a legal opinion dated as of the Closing from Fulbright & Xxxxxxxx L.L.P., in substantially the form of Exhibit B hereto; (d) Purchasers shall have received a legal opinion dated as of the Closing from Xxxxxxx X. Xxxxxxxxx, general counsel of the Company, in substantially the form of Exhibit C hereto; (e) Purchasers shall have received a certificate of the Secretary or the Assistant Secretary of the Company certifying, among other things, as to the due authorization of the transactions contemplated hereby; (f) Purchaser shall have received certificates of existence and good standing for the Company and each of its Subsidiaries in the jurisdiction of its incorporation and each jurisdiction in which it is qualified or licensed to do business and own material assets; (g) As of the Closing Date; and , no suit, action or other proceeding (iiiexcluding any such matter initiated by Purchasers) no legal proceeding shall have been commenced or shall be pending or threatened before any Governmental Authority seeking to restrain Purchasers or prohibit the Closing or the Exchange Offer, seeking damages against the Vendor at law or in equity or before or by an tribunal which would affect the title Purchasers as a result of the Vendor consummation of this Agreement or the Exchange Offer; (h) The Certificate of Designation shall have been duly filed by the Company with the Secretary of State of the State of Delaware and the Purchasers shall have received satisfactory evidence thereof; (i) Except for the Certificate of Designation, no amendments to the Assets Second Restated Certificate of Incorporation or would enjoin, restrict or prohibit or would have the effect of preventing the completion Bylaws of the Company as in effect on the date hereof shall have been effected; (j) Purchasers shall have received a copy of any required written consent or waiver by any third party or Governmental Authority to the transactions herein contemplatedcontemplated hereby; and (k) The Company shall have made the Exchange Offer, including and the sale and purchase Series G Certificate of Designation shall have been filed with the Secretary of State of the Assets in accordance with the terms State of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingDelaware.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be he true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements, if any, shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land or the Improvements. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Parking Company LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3121 Mxxxxxxxx LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including obligation of the sale and Purchaser to complete the purchase of the Assets in accordance with Purchased Shares from the terms of Directors pursuant to this Agreement, are Agreement and from the Remaining Shareholders who accept Bio Offer or ENI Offer is subject to the following conditions, each of which is hereby declared to be for the exclusive benefit satisfaction of the Purchaser. Each of such following conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Dateprecedent: (ia) the all representations and warranties of Bio, ENI, HoldCo, ENI Directors, Bio Directors, HoldCo Directors and the Vendor Warrant Holder contained in this Agreement shall be true and correct on have been complied with in all material respects and the date hereof and at Directors shall have tendered to the Purchaser a Certificate dated as of the Closing Date with to such effect and Bio, ENI, HoldCo, ENI Directors, Bio Directors, HoldCo Directors and the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Warrant Holder shall have performed and satisfied all obligations, covenants and agreements contained in required by this Agreement to be performed and satisfied by Bio, ENI, HoldCo, the Vendor ENI Directors, the Bio Directors, the HoldCo Directors and the Warrant Holder, respectively, at or prior to the Closing Date; and; (iiib) no legal proceeding the Bio Offer (and the acquisition of the Bio Shares from the Bio Directors) is subject to the condition that at least two thirds of the issued and outstanding Bio Shares are tendered by the Bio Directors and under the Bio Offer, collectively, as of the Closing Date; (c) Bio Shares shall have been commenced or shall be pending or threatened against the Vendor at law or issued to __ in equity or before or by an tribunal which would affect the title full satisfaction of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect all obligations of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or Bio under its consulting agreement of the Vendor to be fulfilled and/or performed hereunder at or dated __ prior to the Closing Date; (d) the __ warrants held by the Warrant Holder shall have been exercised prior to the Closing Date; (e) a settlement to the Purchaser's sole satisfaction of the $__ convertible term note originally issued by Bio to __, which was subsequently transferred to __ on May 10, 2003; (f) all of the Purchased Shares shall be duly endorsed for transfer and delivered to the Purchaser pursuant to this Agreement, the Bio Offer and the ENI Offer and shall be free of any encumbrances, liens, charges and demands of whatsoever nature; (g) at the Time of Closing, all necessary Regulatory Approvals, including without limitation, the approval of the TSX to the issuance of 18,908,000 Transition Shares to the Vendors and the listing and posting for trading of such shares on the TSX, shall have been obtained; (h) Bio's debt and ENI's debt at the Closing Date shall not exceed $__; (i) at the Time of Closing, there shall be no shareholder loans, bonuses or salaries owing by Bio, ENI or HoldCo to any person, including, without limitation, any holder of Bio Shares, ENI Shares, or HoldCo Shares including the conditions set forth Directors, or any director, officer, employee or consultant of Bio, ENI or HoldCo; (j) the individual Directors, officers, and employees of Bio, ENI, and HoldCo at the request of the Purchaser, shall have tendered their resignations as such at and effective as of the Closing Date, and in this so doing each shall acknowledge that such resignation is not accompanied by any form of severance; (k) with respect to each agreement listed in the table below, Bio shall have obtained from the party(ies) named opposite each such agreement (i) the consent to the transfer and assignment of Bio's rights and obligations thereunder, and (ii) the release from all of Bio's obligations thereunder, all in form and substance satisfactory to the Purchaser in its sole discretion, to __ Inc. ("__") pursuant to the asset purchase agreement dated November 3, 2005 between __ and Bio (the "__"); AGREEMENT CONSENTOR(S)/RELEASOR(S) --------- ------------------------ __ __ __ __ __ Capital Lease Equipment lessor (may be __.) Office Lease for __, Toronto, Ontario Landlord or property manager, as applicable (l) with respect to the License Agreement: Office Space dated August 1, 2005 between ENI and __ (the "LEASE AGREEMENT"), ENI shall have: (i) entered into an agreement (the "Lease Assignment Agreement") to transfer and assign all of its rights, title and interest in and to the Lease Agreement to __ and pursuant to which __ shall assume all of ENI's obligations under the Lease Agreement; (ii) obtained from __ (a) the consent to the transfer and assignment of ENI's rights and obligations thereunder, and (b) the release from all of ENI's obligations thereunder, in form and substance satisfactory to the Purchaser in its sole discretion, to __ pursuant to the Lease Assignment Agreement. (m) the terms of the restrictive covenants contained in Section 3.3 8 of the __ Agreement shall not be fulfilled and/or performed at have been amended to reduce and clarify their restrictive nature, in particular with respect to the business carried on by __, in the manner satisfactory to the Purchaser in its sole discretion; (n) the shareholders' agreements among the Bio Shareholders, the ENI Shareholders and the HoldCo Shareholders shall each have been terminated; (o) the release of __ and __ from all claims, demands, actions, costs, contracts and debts whatsoever in law or in equity arising out of or in any way connected with the consulting agreement dated February 1, 2004 between __ and Bio shall have been signed and delivered by each of __ and __; (p) all deficiencies identified by the Purchaser prior to the Closing Datein the minute books of each of Bio, ENI and HoldCo shall have been remedied in the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice manner satisfactory to the Purchaser’s right of rescission , acting reasonably; and (q) with respect to the finder's fee payable in connection with the event completion of the non fulfillment and/or non performance transactions provided for under the __, as such finder's fee is referred to under Note 6 to the financial statements of Bio as at and for the year ended December 31, 2005, Bio shall have obtained from the payee of such fee (i) written acknowledgement that such fee has been received, and (ii) a waiver releasing Bio from any other conditionfurther claims in respect of such fee or otherwise in connection with or in any way related to the __, obligation, covenant or agreement, any such waiver all in form and substance satisfactory to be binding on the Purchaser only if the same is in writingits sole discretion.

Purchaser’s Closing Conditions. The Purchaser's obligation to consummate the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of contemplated under this Agreement, are Agreement is subject to the following conditionssatisfaction (or to the extent permitted by applicable Legal Requirements, each of which is hereby declared to be for the exclusive benefit of the waiver by Purchaser. Each of such conditions is to be fulfilled and/or performed at ), on or prior to the Closing Date. The Vendor agrees to use its best efforts to cause , of each of such conditions the following conditions: (a) Each Seller and the Company shall have performed and complied in all material respects with all covenants (except as otherwise contemplated by Section 7.3(b)) required by this Agreement to be fulfilled and/or performed at or complied with by such Seller or the Company, as the case may be, on or prior to the Closing Date:. (ib) the The representations and warranties of the Vendor contained each Seller in this Agreement shall be true and correct on in all material respects as of the date hereof Execution Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date) and at as of the Closing Date with (except to the same force extent such representations speak to an earlier date, in which case as of such earlier date). The representations and effect warranties of the Company in this Agreement shall be true and correct in all material respects as if of the Execution Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date). The representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date (except to the extent such representations speak to an earlier date, in which case as of such earlier date) except to the extent the failure of such representations and warranties had been made on to be true and correct as of each of such times; the Closing Date (i) relates to events or circumstances first occurring after the Execution Date, (ii) is not attributable to a breach of the Vendor shall have performed all obligations, Company's covenants in Section 7.1 and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have has not had, and is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect (provided that for purposes of determining whether the condition set forth in this sentence has been commenced or satisfied, all "Material Adverse Effect" and other materiality qualifiers contained in the Company's representations and warranties shall be pending disregarded). For purposes of determining whether the condition in this Section 8.1(b) has been satisfied, any breach of representation or threatened against warranty arising from any Seller's or the Vendor at law or in equity or before or by an tribunal which would affect Company's and the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance Subsidiaries' compliance with the express terms of this Agreement. In Agreement shall be disregarded. (c) Purchaser shall have received from Sellers and the event that any condition, obligation, covenant or agreement of Company the Vendor documents required to be fulfilled and/or performed hereunder delivered at or prior Closing pursuant to Section 2.4(a). (d) The Company shall have closed the Closing DateProject A Acquisition and the Project B Acquisition, including, without limitation, in each case on the terms and conditions set forth in this Section 3.3 the Project A Purchase Agreement and the Project B Purchase Agreement, respectively, and the Company shall not have waived any material right or any material condition set forth in the Project A Purchase Agreement or the Project B Purchase Agreement without the prior written consent of Purchaser. (e) The Company shall have completed the Non-FBO Asset Distribution in accordance with Section 7.5. (f) The Company shall have received the required consent of the lessor party to the Company's ground lease at its Hayward, California FBO in connection with the Non-FBO Asset Distribution. (g) The Company shall have received executed Airport Estoppels from each of the airport authorities designated as a "Required Authority" on Schedule 7.2 (a) except for those Airport Estoppels that are removed from the list of "Required Authorities" in accordance with Section 7.2. (h) The waiting period applicable to the consummation of the purchase and sale of the Shares under the HSR Act shall have expired or have been terminated. (i) No restraining order, injunction or other order issued by any court of competent jurisdiction preventing the consummation of the purchase and sale of the Shares or the other transactions contemplated by this Agreement and the other Transaction Documents (brought by a third party not affiliated with the Parties) shall be fulfilled and/or performed at in effect. (i) There shall not have been any damage, destruction or other casualty loss with respect to any asset or property owned or leased by the Company or any Subsidiary, (ii) neither the Company nor any Subsidiary or, to Knowledge of the Company, any other party, shall have terminated, amended or modified, or, to the Knowledge of the Company, threatened to terminate, amend or modify, any material Scheduled Contract or material Permit, (iii) there shall not have been any strike, walkout, or other significant labor event or threat thereof and (iv) there shall not have been any actual or, to the Knowledge of the Company, threatened change, in the business relationship with, or any loss or, to the Knowledge of the Company, threatened loss of, any business relationship of the Company with its landlords, suppliers, customers or Governmental Entities which, in the case of clauses (i) through (iv), has had or would reasonably be expected to have a Material Adverse Effect. (k) At least 14 days prior to the Closing DateClosing, the Purchaser may rescind this Agreement by notice Company shall have delivered to Purchaser: (i) copies of all correspondence and agreements between the Vendor Company and/or any of its Subsidiaries, on the one hand, and any Securityholder or Securityholders, on the other hand, with respect to any payments that could result in or constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code); and (ii) a schedule setting forth the name of any Securityholder who is expected to receive a parachute payment and the expected amount of the "excess parachute payment" (as defined in Section 280G(b)(1) of the Code); provided, howeverthat, that any of in no event shall the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance total amount of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingexcess parachute payments exceed $500,000.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements, if any, shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land or the Improvements. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004 by and between Park Place Parking Company LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements and the Personal Property shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land or the Improvements. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, 24 as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (A) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements and the Personal Property shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Parking Company LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement, are subject Purchaser’s obligation to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor contained in close under this Agreement shall be true subject to and correct on conditioned upon the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as fulfillment of each and all of such times;the following conditions precedent (collectively, “Purchaser’s Closing Conditions”): (iia) the Vendor Seller shall have performed all obligationsdelivered to Purchaser, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or two (2) Business Days prior to the Closing Date, includingTenant Estoppel Certificates dated not more than thirty (30) days prior to the Closing Date from (i) each Tenant occupying, without limitationin aggregate, 5,000 rentable square feet or more of the conditions Property (each, a “Major Tenant”) and (ii) not less than seventy-five percent (75%) of the Tenants, based on the rentable square footage of the Property, under the Leases (inclusive of Major Tenants and exclusive of the Xxxxxxx Lease). All Tenant Estoppel Certificates received by Purchaser shall be in the form required pursuant to Section 7.1(a) above. The information set forth in this Section 3.3 the Tenant Estoppel Certificates shall be deemed to modify Seller’s Representations. In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from a sufficient number of Tenants to satisfy the percentage set forth above, then, in lieu of up to ten percent (10%) thereof, Seller shall deliver to Purchaser a certificate pertaining to up to ten percent (10%) of those Tenants necessary to satisfy the percentage set forth above covering the same matters that would have been set forth in the Tenant Estoppel Certificate (and if, after the Closing, Seller delivers to Purchaser a Tenant Estoppel Certificate from a Tenant for whom Seller executed a Seller’s certification at the Closing, then Seller thereafter shall be released from said certification). Subject to the preceding sentence, Seller’s liability in connection with any Seller certificate shall not merge into any instrument or conveyance delivered at the Closing; provided, however, that Seller’s liability under each Seller’s certification shall expire and be fulfilled and/or performed at of no further force or effect on the date that Purchaser receives a Tenant Estoppel Certificate from any such Tenant; (b) Seller shall have delivered to Purchaser, on or before two (2) Business Days prior to the Closing Date, any Required SNDA (if any); (c) All of the documents required to be delivered by Seller to Purchaser may rescind this Agreement by notice at the Closing pursuant to the Vendor provided, however, that any terms and conditions hereof shall have been delivered; (d) Each of Seller’s Representations shall be true in all material respects as of the said conditionsClosing Date and confirmed by an appropriate certificate; (e) Seller shall have complied with, obligationsfulfilled and performed in all material respects each of the covenants, covenants terms and conditions to be complied with, fulfilled or agreements may performed by Seller hereunder; (f) Seller shall not be waived a debtor in whole or any bankruptcy proceeding nor shall have been in part by the Purchaser without prejudice to the last 6 months a debtor in any bankruptcy proceeding; and (g) All Non-Cash Security Deposits must be reissued in Purchaser’s right of rescission name or else a cash escrow equal to all Non-Cash Security Deposit must be established until such Non-Cash Security Deposits are reissued in Purchaser’s name. Prior to such time as all Non-Cash Security Deposits are reissued, Purchaser shall be entitled to draw from such cash escrow in the event the terms of the non fulfillment and/or non performance of any other conditionrelevant lease entitle the Purchaser, obligationas landlord, covenant or agreement, any such waiver to be binding draw on the Non-Cash Security Deposits. The provisions of this Section 8.1(g) shall survive the Closing Date. (h) On the Closing Date, the Title Company shall be unconditionally obligated and prepared, subject to the payment of the applicable title insurance premium and other related charges, to issue to Purchaser only if the same is Title Policy (subject to the Permitted Exceptions and excluding all Pre-Disapproved Exceptions). Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing. Notwithstanding anything in writingthis Agreement to the contrary, there are no other conditions on Purchaser’s obligation to close under this Agreement except as expressly set forth in this Section 8.1.

Purchaser’s Closing Conditions. (a) The transactions herein contemplated, including obligation of the sale and Purchaser to complete the purchase of the Securities and Office and Administrative Assets in accordance with from the terms of Vendor pursuant to this Agreement, are Agreement is subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed satisfaction at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each Date of such the following conditions to be fulfilled and/or performed at or prior to the Closing Dateprecedent: (i) the all representations and warranties of the Vendor contained in this Agreement shall be true in all material respects at and correct on the date hereof and at as of the Closing Date with and the same force and effect Vendor shall have provided a certificate of an officer in the form attached as if such representations and warranties had been made on and as of each of such timesSchedule “K” attesting thereto; (ii) the Vendor shall have performed and satisfied all obligations, covenants agreements and agreements contained in obligations required by this Agreement to be performed and satisfied by the Vendor at or prior to the Closing DateDate and the Vendor shall have provided a certificate of an officer in the form attached as Schedule “K” attesting thereto; (iii) subject to the obligations contained in Clause 4, the Vendor shall have tendered to the Purchaser documents and materials satisfying the requirements of Clause 4 hereof including, without limitation, the no interest letters described in Clause 4(c)(ii); (iv) all consents, orders, regulations, approvals and certificates, including regulatory, judicial and other approvals required by the Regulations (including Competition Act Approval), as may be necessary to enable the Parties to complete the transactions contemplated in this Agreement shall have been obtained by the Parties on or before Closing in form and substance satisfactory to the Parties, acting reasonably, or where not obtained all applicable waiting periods for the obtaining of such approvals and orders will have expired such that the transactions contemplated in this Agreement may lawfully proceed without such approvals and orders being required, which determination shall be made based on an opinion of counsel; (v) no suit, action or other proceeding shall, at Closing, be pending against the Vendor, the Purchaser or the Partnership before any court or governmental agency seeking to retain, prohibit, obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement which would materially and adversely affect the Vendor, the Purchaser or the Partnership; (vi) except as provided for in this Agreement or consented to by the Purchaser, no substantial damage to or material adverse alteration in or to the Assets which have occurred between the date hereof and the Closing Date which, in the Purchaser’s opinion, acting reasonably and in good faith, would materially and adversely affect the value of the Assets excluding all decreases in the value of the Assets pursuant to Clauses 6 and 7 or as otherwise disclosed to the Purchaser in the Data Room Materials; but for this purpose, standard production practices or a decline in the value or valuation of the Petroleum Substances shall not be events which fall under the auspices of this condition precedent; (vii) all requisite approvals of regulatory bodies relative to the transactions herein provided for shall have been obtained; and (iiiviii) no legal proceeding shall all transactions between Vendor and its Affiliates as referred to in Clause 5(e) have been commenced or shall will be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at completed on or prior to the Closing Date, including. The foregoing conditions shall be for the benefit of the Purchaser and may, without limitationprejudice to any of the rights of the Purchaser hereunder (including reliance upon or enforcement of warranties or covenants which are preserved dealing with or similar to the condition or conditions waived) be waived by the Purchaser in writing, in whole or in part, at any time, provided the Purchaser may not waive the existence and operation of any Preferential Right to purchase any of the Assets. In case any of the said conditions set forth in this Section 3.3 shall not be fulfilled and/or performed complied with, or waived by the Purchaser, at or prior to before the Closing Date, the Purchaser may rescind and terminate this Agreement by written notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingVendor.

Purchaser’s Closing Conditions. The transactions herein contemplated, including the sale and purchase of the Assets Without limiting any conditions precedent set forth in accordance with the terms other express provisions of this Agreement, are subject to each of the following conditions, each of which is hereby declared shall be a condition precedent to be for Purchaser’s obligation to close the exclusive benefit purchase of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to Property from Seller on the Closing Date. The Vendor agrees to use its best efforts to cause each , and any failure of any such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor contained in this Agreement condition shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed waivable only by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this AgreementPurchaser. In the event that any condition, obligation, covenant or agreement condition of the Vendor to be fulfilled and/or performed hereunder at or Closing set forth below is not satisfied prior to Closing, and subject to Seller’s right to extend the Closing Date as set forth in Section 2.3 (Closing), Purchaser shall have the right to terminate this Agreement by delivering written notice to Seller not later than 5:00 p.m. PST on the last business day before the Closing Date, includingin which event this Agreement shall terminate, without limitationand neither party shall have any further obligation or liability to the other under this Agreement, except that Purchaser’s indemnification obligations under Sections 4.5 (Independent Investigation by Purchaser) and 10.8 (Brokers) shall survive such termination. In the conditions event that prior to Closing Purchaser discovers that any condition of Closing has not been satisfied, but Purchaser nevertheless proceeds to close escrow, Purchaser shall be deemed to have unconditionally waived such condition of Closing, and following the Closing Seller shall in no event have any liability or obligation to Purchaser with respect to such condition of Closing. (i) Delivery by Seller to Escrow Holder of an executed Grant Deed substantially in the form attached hereto as Exhibit E, it being agreed that Purchaser shall acquire the Property subject to all Permitted Exceptions whether or not such limitation is expressly set forth in this the Grant Deed. (ii) All representations made by Seller in Section 3.3 4.3 (Limited Representations by Seller) shall not be fulfilled and/or performed at or prior to true and correct as of the Effective Date and shall remain true and correct as of the Closing Date, the Purchaser may rescind and Seller shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by notice Seller by the Closing Date. (iii) Delivery by Seller to Escrow Holder of a completed affidavit pursuant to Section 1445(b)(2) of the Code, a completed California Form 593-C or its equivalent, and an Owner’s Affidavit in connection with the Title Company’s issuance of the Title Policy (as defined below) and such evidence of authority as the Title Company may require to eliminate Items 22 and 23 in the Schedule B to the Vendor provided, however, Title Report attached as Exhibit B. (iv) Title to the Property shall not be subject to any matter or exception which is not a Permitted Exception; provided that any the failure or refusal of the said conditionsTitle Company to issue a title policy to Purchaser at Closing shall not be deemed to relieve Purchaser of its obligation to close escrow and purchase the Property unless the sole reason for such failure or refusal is Seller’s failure to make the deliveries under Paragraph 5.3(A)(ii) above or the existence of a matter or exception affecting title (a “New Title Matter”) that (1) first arose after the Effective Date, obligationsand (2) was not known to Purchaser at the end of the Contingency Period, covenants and (3) was created by or agreements may be waived in whole or in part by the Purchaser without prejudice is otherwise attributable to the act of Seller, and (4) is of a nature that it would reasonably be expected to materially interfere with or impair the current use of the Property or cause a material reduction in the value of the Property; and provided that in no event shall Seller be obligated to cure or remedy any such New Title Matter, or be considered to be in default hereunder on account of any such New Title Matter, except that Seller shall be obligated to pay and remove at Closing any New Title Matter which is a monetary lien against the Property created by Seller. (v) In the event that, prior to the Close of Escrow, any improvements on the Property (if any), or any material part thereof (if any), are destroyed or materially damaged, Purchaser shall be obligated to close escrow without any adjustment to the Purchase Price, and Seller shall assign to Purchaser Seller’s right to any net insurance proceeds that are received by Seller on account of such damage or destruction. (vi) In the event that prior to the Close of Escrow condemnation proceedings are commenced against the Property, Purchaser shall be permitted to either terminate this Agreement (provided such condemnation impacts a material part of the Property and/or materially interferes with Purchaser’s right of rescission in the event intended use of the non fulfillment and/or non performance Property) or proceed with the Close of Escrow without any other conditionadjustment to the Purchase Price, obligation, covenant in which case Seller shall assign to Purchaser Seller’s right to all condemnation awards payable by reason of such condemnation (which shall be paid or agreement, any such waiver assigned to be binding on Purchaser at the Close of Escrow or within five (5) days of receipt by Seller if said proceeds are received after the Close of Escrow). The provisions of this Paragraph 5.3(A)(vi) shall survive the Close of Escrow. (vii) Seller must have executed and delivered to Escrow Holder (a) the Lease and (b) the Memorandum of Lease (Escrow Holder will release to Seller and Purchaser only if said Lease at the same is in writingClose of Escrow and shall provide Seller with a copy of the recorded Memorandum of Lease thereafter).

Purchaser’s Closing Conditions. The transactions herein contemplated, including obligation of Purchasers hereunder to purchase the sale and purchase of Notes at the Assets in accordance with the terms of this Agreement, are Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof. (i) The representations and warranties of Seller set forth herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which is hereby declared shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be made as of such specific date). (ii) Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Agreement to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed performed, satisfied or complied with by it at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and. (iii) no legal proceeding No statute, rule, regulation, executive order, decree, ruling or injunction shall have been commenced enacted, entered, promulgated or shall be pending endorsed by any court or threatened against other governmental authority of competent jurisdiction that prohibits the Vendor at law or in equity or before or by an tribunal which would affect the title consummation of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion any of the transactions herein contemplated, including contemplated by the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to . (iv) On the Closing Date, includingSeller shall have delivered to the Company (with a copy to Purchasers) the Original Note along with irrevocable instructions to split the Original Note into certificates representing the Purchased Notes (in such denominations and registered in such names as each Purchaser shall request), without limitationin accordance with Section 1(a) herein. (v) The Company and Seller shall have delivered into escrow signature pages to the Securities Purchase Agreement, in the form attached hereto as Exhibit C (the “Securities Purchase Agreement”), and, subject only to the release of signature pages from such escrow and the execution by Purchasers of agreements with the Company described therein (collectively, the “Purchaser Other Agreements”), satisfied the conditions to closing set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingtherein.

Purchaser’s Closing Conditions. The transactions herein contemplated, including Purchaser’s obligation to close under this Agreement shall be subject to and conditioned upon the sale fulfillment of each and purchase all of the Assets in accordance with the terms of this Agreementfollowing conditions precedent (collectively, are subject “Purchaser’s Closing Conditions”): (a) Seller shall have delivered to the following conditionsPurchaser, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at on or prior to before the Closing Date, the Tenant Estoppel Certificate, the SNDA and Evidence of Insurance (in the forms permitted pursuant to Sections 7.1, 7.2 and 7.3 above), signed by Tenant. The Vendor agrees information set forth in the Tenant Estoppel Certificate shall be deemed to use its best efforts modify Seller’s Representations; (b) All of the documents required to cause be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; (c) Each of Seller’s Representations shall be true, accurate and complete in all material respects as of the Closing Date; (d) Seller shall have complied with, fulfilled and performed in all material respects each of such the covenants, terms and conditions to be complied with, fulfilled and/or or performed at or prior by Seller hereunder; (e) Seller shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; (f) Tenant shall not be a debtor in any bankruptcy proceeding; (g) The Lease (and the guaranty thereof) shall be in full force and effect and unmodified (except as otherwise permitted pursuant to Section 7.4 above); (h) No rent in excess of $5,000.00 shall be delinquent more than five (5) Business Days after the Closing Date:date due under the Lease; and (i) If, and only if, Major Damage (as defined in Section 10.1 below) has occurred prior to Closing, Tenant has waived all rights under the representations and warranties Lease to terminate the Lease as a result of such Major Damage. In addition to the foregoing, Purchaser intends to pay a portion of the Vendor contained in this Agreement shall be true Purchase Price from the proceeds of a first mortgage loan (“Loan”) at existing market rates and correct on the date hereof terms. Purchaser has applied to Keybank National Association or other bank, savings and at the Closing Date with the same force loan association, mortgage broker, trust company, or other similar lending institution (collectively, “Lender”) for such Loan and effect as if such representations will promptly and warranties had been made on diligently (i) execute all documents and as of each of such times; accurately and completely provide to Lender all information it reasonably requires; and (ii) the Vendor shall have performed pay all obligations, covenants customary costs of applying for and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, obtaining such Loan including, without limitation, the conditions set forth cost of any required appraisal. If Purchaser has performed its obligations in (i) and (ii) above and does not receive funding at Closing, Purchaser shall have a right to terminate this Section 3.3 Agreement, have the Deposit returned to Purchaser, and the parties shall not be fulfilled and/or performed at released from any further obligation or prior to liability hereunder or related hereto except for the Closing DateSurvival Provisions. The parties acknowledge that the financing contingency contained herein is for the benefit of Purchaser, the and Purchaser may rescind this Agreement by notice to waive the Vendor provided, however, that any financing contingency with the prior written consent of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingSeller.

Purchaser’s Closing Conditions. The obligation of each Purchaser to consummate the transactions herein contemplatedcontemplated by this Agreement at the Closing, including as provided in Section 2.1 hereof, shall be subject, in the sale and purchase absence of a written waiver by the Assets in accordance with Majority Purchasers, to the terms satisfaction, prior or at the Closing, of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) the representations and warranties of the Vendor Company contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made in all material respects on and as of each the Closing Date as though such warranties and representations were made at and as of such timesdate; (ii) the Vendor Company shall have performed and complied in all obligationsmaterial respects with all agreements, covenants and agreements conditions contained in this Agreement which are required to be performed or complied with by the Vendor at Company prior to or on the Closing Date; (iii) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided; (iv) The Company shall have delivered to each Purchaser a lock-up agreement, substantially in the form attached hereto as Exhibit A executed and delivered by each of the Persons (constituting the officers and directors of the Company) listed on Section 2.3(a) of the Disclosure Schedules (collectively, the "Lock Up Agreements"); (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof that is continuing; (vi) As of immediately prior to the Closing DateClosing, the Aggregate Purchase Price to be invested by the Purchasers hereunder does not exceed the monetary limits imposed on the Purchasers by virtue of the limitations imposed thereon under the Israeli Mutual Investment in Trust Regulations (Assets that are permissible to buy and hold in a fund and their maximum rate), 1994 regarding the size of investment that Israeli mutual funds are permitted to make in one entity compared to the total assets under management by the Purchasers; and (iiivii) no legal proceeding the TASE Approval shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingobtained.

Purchaser’s Closing Conditions. The obligations of each Purchaser to close the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of contemplated by this Agreement, are Agreement shall be subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at satisfaction (or waiver by Purchaser in its sole discretion) prior to the Closing Date. The Vendor agrees to use its best efforts to cause each Date of such conditions to be fulfilled and/or performed at or prior to the Closing Datefollowing conditions: (a) (i) the The representations and warranties of the Vendor contained each Seller set forth in this Agreement Section 6.1 that are qualified by materiality or with reference to a Material Adverse Effect shall be true and correct on the date hereof accurate at and at as of the Closing Date with the same force and effect as if such representations and warranties had been made on were remade at and as of each the Closing (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such times; specified date) and the representations and warranties of Seller set forth in Section 6.1 that are not so qualified shall be true and accurate in all material respects at and as of the Closing as if such representations and warranties were remade at and as of the Closing (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such specified date), (ii) the Vendor Seller shall have performed in all obligations, material respects those covenants and agreements contained in this Agreement of Seller set forth herein that are required to be performed by the Vendor at or prior to Closing, and (iii) Seller shall have delivered a certificate from a duly authorized officer of Seller confirming the foregoing. (b) Except for approvals and consents customarily obtained after Closing, all material consents from and filings with any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, effected or waived, and all required waiting periods (including under the HSR Act, if applicable) shall have expired. (c) No injunction or order enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date; and. (iiid) no legal proceeding The Assets shall not be encumbered by any liens and security interests that secure any indebtedness of Seller or any member of Seller Group. (e) Each Seller shall have been commenced delivered, or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor ready, willing and able to the Assets or would enjoindeliver, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitationPurchaser, the conditions deliverables of Seller set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing5.3.

Purchaser’s Closing Conditions. The Purchaser shall not be obligated to consummate the transactions herein contemplated, including the sale and purchase contemplated by this Agreement unless: (a) All of the Assets Seller’s representations and warranties of set forth in accordance with the terms this Agreement are true and correct, in all material respects, as of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause , or the Purchaser specifically and expressly waives each of such conditions to be fulfilled and/or performed at or prior untrue representation and warranty in writing; (b) Seller delivers to the Closing DatePurchaser: (i) a closing certificate, dated the representations and warranties Closing Date, executed by an officer of the Vendor contained Seller, certifying the satisfaction of the conditions specified in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such timesSection 8.2; (ii) a certified copy of the Vendor shall have performed all obligationsSeller’s Articles of Incorporation, covenants and agreements contained in this Agreement to be performed a Certificate of Good Standing, each issued by the Vendor at or prior to Secretary of State of the Closing Date; andSeller’s jurisdiction of formation; (iii) no legal proceeding shall have been commenced or shall be pending or threatened against a certificate duly executed by the Vendor at law or in equity or before or by an tribunal which would affect the title Secretary of the Vendor to the Assets or would enjoinSeller, restrict or prohibit or would have the effect dated as of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, and certifying (A) the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part resolutions as adopted by the Purchaser without prejudice Seller, in a form reasonably acceptable to the Purchaser’s right of rescission in , approving this Agreement and the event Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Selling Shareholders’ Consent executed by of the non fulfillment and/or non performance Selling Shareholders to approve the consummation of the transactions contemplated by this Agreement; (C) the Seller’s Organizational Documents, each as in effect at the Closing; and (D) the incumbency of each manager of the Seller signing this Agreement and any other conditionagreement or instrument contemplated hereby to which the Seller is a party; (iv) an opinion from counsel to the Seller, obligationstating that the Selling Shareholders are together the 100% owners of the Sellers, covenant or agreementand have the right and authority to convey the Acquired Assets according to Schedule A attached hereto, any such waiver which Purchaser, in its sole discretion deems sufficient to be binding on establish that Seller has title to the Purchaser only if the same is in writing.Acquired Assets; and

Purchaser’s Closing Conditions. The transactions herein contemplated, including obligation of Purchaser to close the sale and purchase of the Assets in accordance with the terms of this Agreement, are Transaction is subject to the following conditions, each of which is hereby declared to be conditions that are inserted herein and made a part hereof for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (ia) the representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been in all material respects when made on and as of each of such timesthe Closing Time; (iib) the all obligations of Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by and satisfied prior to or at Closing shall have been timely performed and satisfied in all material respects; (c) Vendor shall have delivered and executed the Vendor at or prior documents it is required to deliver and execute pursuant to Clause 2.5; (d) from the execution date of this Agreement to the Closing Date; and (iii) no legal proceeding Time, the Tangibles shall have been commenced suffered in aggregate no material adverse physical damage or shall be pending or threatened against the Vendor at law or in equity or before or change, that is not rectified by an tribunal which would affect the title of the Vendor Vendor, to the Assets or would enjoinreasonable satisfaction of Purchaser, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor Closing; provided, however, that variations in the price at which Petroleum Substances may be sold or the rate of production of Petroleum Substances from the Lands are not material adverse damages or changes; and (e) Vendor shall have delivered to Purchaser at, or prior to, Closing either registrable discharges, 'no interest' letters or undertakings, in a form satisfactory to Purchaser, acting reasonably, for all Security Interests encumbering Vendor's interest in and to any of the said conditionsAssets, obligationsincluding Vendor's interest in the Leases, other than in respect of those Security Interests which are Permitted Encumbrances. The conditions contained in this Clause shall be for the sole and exclusive benefit of Purchaser and may, without prejudice to any of the rights of Purchaser contained in this Agreement (including reliance on or enforcement of the representations, warranties or covenants which are preserved, dealing with, or agreements may similar to, the condition or conditions waived), be waived by Purchaser in writing, in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event part, at any time. If any one of the non fulfillment and/or non performance of foregoing conditions is not satisfied or waived by Purchaser, at or before the Closing Time, Purchaser may, in addition to any other conditionremedies which it may have available to it, obligationterminate the Parties' obligations to close the Transaction by Notice to Vendor, covenant or agreementin which event, any such waiver the Parties shall be released and discharged from all further obligations hereunder, except with respect to be binding on those rights and obligations arising pursuant to Clause 2.9 and Clause 13.1, the Purchaser only if the same is indemnity provided in writingClause 3.2, and liability for a breach of an obligation under Clause 10.3.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements, if any, shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land or the Improvements. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Xxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Parking Company LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 0000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Shops at Park Place LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Xxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including following shall be conditions precedent to Purchaser's obligation to consummate the sale and purchase transaction contemplated by this Agreement. If any of the Assets following conditions precedent to Purchaser's obligation to consummate the transaction contemplated by this Agreement are not satisfied in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at all material respects on or prior to before the Closing Date. The Vendor agrees , Purchaser may, at its option (a) waive such condition and close this transaction with no reduction in the Purchase Price, or (b) terminate this Agreement by notice in writing to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to Seller. (a) On the Closing Date: (i) the , all of Seller's representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof in all material respects and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor Seller shall have performed in all obligations, covenants and agreements contained in this Agreement material respects each covenant to be have been performed by the Vendor at or prior to the Closing Date; and (iii) no legal proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity Seller hereunder on or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions set forth in this provisions of Section 3.3 shall not be fulfilled and/or performed at or prior to 8.2 above. (b) On the Closing Date, the Improvements and the Personal Property shall be in the same condition and repair as existed with respect thereto on the Risk Date, subject to a Casualty or any proceeding described in Article XI having occurred between the Risk Date and the Closing Date and ordinary wear and tear which occurs between the Risk Date and the Closing Date. (c) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, or (iii) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (d) On or before the Closing Date, the Title Company has committed to issue to Purchaser may rescind the Purchaser's Title Policy subject only to the Permitted Exceptions as provided in Section 4.3 above. (e) On the Closing Date, Cxxx Xxxxxxxx Development Limited Partnership ("CWDLP") shall have caused to be consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, each and every one of the transactions contemplated by the following agreements under which CWDLP is either the seller or is the managing member of the seller: (i) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Parking Company LLC, as seller, and Purchaser, as purchaser, (ii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (iii) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Development LLC, as seller, and Purchaser, as purchaser, (iv) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between Park Place Hotel Company LLC, as seller, and Purchaser, as purchaser, (v) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between CWDLP, as seller, and Purchaser, as purchaser and (vi) Agreement for Sale and Purchase of Real Property dated as of June 8, 2004, by and between 3000 Xxxxxxxxx Xxxxx LLC, as seller, and Purchaser, as purchaser, (collectively, the "Other Purchase Agreements"). Purchaser shall under no circumstances be required to consummate the transaction contemplated by this Agreement unless CWDLP also consummates or causes the consummation of the transactions contemplated by notice the Other Purchase Agreements. (f) Concurrent with Closing, Crow Orange County Management Company, Inc., a Texas corporation ("COCMC"), the REA Managing Agent (as that term is defined in the REA), will (i) assign its duties as REA Managing Agent under the REA to an entity designated by Purchaser (the "New REA Manager") in writing to Seller and Escrow not less than three (3) business days prior to the Vendor Scheduled Closing Date, and the New REA Manager shall assume all of COCMC's right, title and interest in and to all contracts relating to the management of the Common Area (as that term is defined in the REA), including without limitation the REA Management Agreement dated July 26, 1985, executed by and between Cxxx Xxxxxxxx Operating Partnership, CWDLP and COCMC, and (ii) transfer to the New REA Manager all tangible personal property utilized by COCMC in the management of the Common Area; provided, however, that any of Purchaser shall be deemed to have waived this condition if Purchaser fails to designate the said conditions, obligations, covenants or agreements may be waived New REA Manager in whole or in part by the Purchaser without prejudice writing to Seller and Escrow not less than three (3) business days prior to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingScheduled Closing Date.

Purchaser’s Closing Conditions. The transactions herein contemplated, including obligation of the sale and Purchaser to complete the purchase of the Assets in accordance with the terms of pursuant to this Agreement, are Agreement is subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed satisfaction at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each Date of such the following conditions to be fulfilled and/or performed at or prior to the Closing Dateprecedent: (i) the a. all representations and warranties of the Vendor contained in this Agreement shall be true in all material respects at and correct on as of the date hereof Effective Date and at the Closing Date with the same force and effect as if such representations and warranties had been made on and as of each of such times; (ii) the Vendor shall have performed perform and satisfy all obligations, covenants and agreements contained in obligations required by this Agreement to be performed and satisfied by the Vendor at or prior to the Closing Date; and; (iii) no legal proceeding shall have been commenced or b. the Purchaser shall be pending or threatened against satisfied as to the Vendor at law or in equity or before or by an tribunal which would affect the Vendor's title of the Vendor to the Assets or would enjoin, restrict or prohibit or would have and as to title to be received by the effect of preventing the Purchaser upon completion of the transactions transaction contemplated herein contemplatedand have the right to terminate this Agreement pursuant to Article 5; c. no substantial physical damage to or alteration in or to the Assets, including except as shall have in writing been approved or accepted by the sale Purchaser, shall have occurred between the date hereof and purchase the Closing Date which would materially and adversely affect the aggregate value of the Assets Assets, provided that a decrease in accordance with the terms price of any Petroleum Substances or decreases in production of Petroleum Substances in the ordinary course of business shall not be considered a material change for the purposes of this Agreement. In Subclause. d. the event that any condition, obligation, covenant or agreement Vendor shall tender to the Purchaser documents satisfying the requirements of Clause 9.1 hereof; no Rights of First Refusal relating to the Assets shall remain in effect as of the Vendor to be fulfilled and/or performed hereunder at Closing Date, either having been exercised by the holder thereof or having been waived by the holder thereof or having expired prior to the Closing Date, including, without limitation, the conditions set forth in this Section 3.3 after proper notice being given; and The Purchaser and its advisors shall not be fulfilled and/or performed at or prior have had physical access to the Closing Date, the Purchaser may rescind this Agreement by notice Assets in order to the Vendor provided, however, that any conduct an environmental review and/or audit of the said conditions, obligations, covenants Assets and be satisfied acting reasonably that the results of such review or agreements may be waived in whole or in part by audit are not inconsistent with the Purchaser without prejudice to the Purchaser’s right of rescission in the event representations of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingVendor.

Purchaser’s Closing Conditions. The transactions herein contemplated, including the sale obligation of Purchaser to purchase Vendor's and purchase of Subco’s interest in and to the Assets in accordance with the terms of this Agreement, are is subject to the following conditions, each of conditions precedent which is hereby declared to be are inserted herein and made a part hereof for the exclusive benefit of the Purchaser and may be waived by Purchaser. Each of such conditions is to be fulfilled and/or performed at or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (ia) the representations and warranties of the Vendor and Subco contained in this Agreement shall be true and correct on the date hereof and at the Closing Date with the same force and effect as if such representations and warranties had been in all material respects when made on and as of each of such timesthe Closing Time; (iib) the all obligations of Vendor shall have performed all obligations, covenants and agreements Subco contained in this Agreement to be performed by and satisfied prior to or at Closing shall have been timely performed and satisfied in all material respects; (c) from January 1, 2007 to the Closing Time, the Assets shall have suffered no material adverse damage or change provided however variations in the price at which Petroleum Substances may be sold or the rate of production of Petroleum Substances from the Lands shall not be considered material adverse damage or change; (d) Vendor and Subco shall have delivered to Purchaser at or prior to Closing either registerable discharges or no interest letters (in a form satisfactory to Purchaser) for all Security Interests encumbering the Closing DateAssets which are requested by Purchaser a reasonable time prior to Closing; (e) if required by applicable law or applicable regulatory authorities, the shareholders of the Vendor shall have approved of the transaction contemplated by this Agreement; (f) if required by law or applicable regulatory authorities, the shareholders of the Purchaser, or any applicable Successor Issuer, shall have approved of the transaction contemplated by this Agreement; (g) there will have been no change with respect to the income tax laws or policies of Canada which would have a material adverse effect on the Purchaser or the shareholders of the Purchaser as a result of the completion of the transaction contemplated by this Agreement; (h) the transaction contemplated by this Agreement shall have been completed not later than November 30, 2007 or a later date to be mutually agreed upon by the Vendor and the Purchaser; (i) there shall be an exemption from the prospectus and registration requirements in Canada for the distribution of the Common Shares to be issued to the Vendor as consideration for the Assets, and to be issued in exchange for the Series A Performance Warrants and Series B Performance Warrants, and such securities shall, when issued be freely tradable in Canada absent any resale restrictions except for any escrow provisions which may be required by an applicable securities regulatory authority in Canada including, but not limited to, any stock exchange upon which the Common Shares may be listed or conditionally approved for listing; (j) the Common Shares to be issued to the Vendor as consideration for the Assets, and to be issued in exchange for the Series A Performance Warrants and Series B Performance Warrants, shall be listed or conditionally approved for listing on a recognized Canadian stock exchange; and (iiik) no legal proceeding the Purchaser shall have been commenced or received, at its own expense, opinions of title on the Assets satisfactory to the Purchaser in its sole discretion acting reasonably. The conditions precedent contained in this section shall be pending for the sole benefit of Purchaser and may, without prejudice to any of the rights of Purchaser contained in this Agreement (including reliance on or threatened against enforcement of the Vendor at law representations, warranties or covenants which are preserved dealing with or similar to the condition or conditions waived), be waived by Purchaser in writing, in whole or in equity or before or by an tribunal which would affect the title of the Vendor to the Assets or would enjoinpart, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreementat any time. In the event that any condition, obligation, covenant or agreement one of the Vendor to be fulfilled and/or performed hereunder foregoing conditions is not satisfied or waived by Purchaser, at or prior to before the Closing DateTime, includingPurchaser may, without limitationin addition to any other remedies which it may have available to it, the conditions set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by written notice to the Vendor. If Purchaser rescinds this Agreement, Purchaser and Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may and Subco shall be waived released and discharged from all obligations hereunder except as provided in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writingsections 6.3 and 9.4.

Purchaser’s Closing Conditions. The transactions herein contemplated, including Purchaser’s obligation to consummate the sale and purchase of the Assets in accordance with the terms of this Agreement, are Transaction is subject to the satisfaction (or to the extent permitted by applicable Laws, waiver by Purchaser), at or prior to the Closing, of each of the following conditions, each : (a) Each of which is hereby declared Enviva Holdings and Seller shall have performed and complied in all material respects with all the covenants required by this Agreement to be for the exclusive benefit of the Purchaser. Each of such conditions is to be fulfilled and/or performed at or complied with by it on or prior to the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date:; (ib) the The representations and warranties (other than the Fundamental Representations of Enviva Holdings and Seller) made by Enviva Holdings and Seller in Article III (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein, except in the case of the Vendor contained in this Agreement term Material Contract) shall be true and correct on the date hereof and at as of the Closing Date with the same force and effect as if such representations and warranties had been though made on and as of each the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such timesearlier date), except to the extent the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect. The Fundamental Representations made by Enviva Holdings and Seller in Article III shall be true and correct as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that speak to an earlier date, which representations and warranties shall be true and correct as of such earlier date). For purposes of determining whether the condition in this Section 6.2(b) has been satisfied, any breach of a representation or warranty arising from any Person’s compliance with the express terms of this Agreement shall be disregarded; (iic) Since the Vendor Execution Date, there shall have performed all obligationsbeen no event, covenants and agreements contained change, occurrence, development or set of circumstances or facts that, individually or in this Agreement to be performed by the Vendor at or prior to the Closing Dateaggregate, have had a Material Adverse Effect; and (iiid) no legal proceeding Seller and Enviva Holdings, as applicable, shall have been commenced delivered or shall be pending or threatened against caused the Vendor at law or in equity or before or by an tribunal which would affect the title delivery of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Closing Date, including, without limitation, the conditions deliverables set forth in this Section 3.3 shall not be fulfilled and/or performed at or prior to the Closing Date, the Purchaser may rescind this Agreement by notice to the Vendor provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non fulfillment and/or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing2.4(a).

Purchaser’s Closing Conditions. The Purchaser’s obligation to complete the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of contemplated by this Agreement, are Agreement is subject to satisfaction of the following conditions, each of which is hereby declared to be for the exclusive sole benefit of the Purchaser. Each Purchaser and may be waived by the Purchaser giving notice in writing to the Vendors of such conditions is to be fulfilled and/or performed waiver at or prior to before the time provided for satisfaction thereof: (a) at the time for commencement of closing on the Closing Date. The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled and/or performed at or prior to the Closing Date: (i) , the representations and warranties of the Vendor Vendors contained in this Agreement Section 8.1, save as contemplated herein and subject to Section 8.2, shall be true on and correct on the date hereof and at as of the Closing Date in all material respects with the same force and effect as if though such representations and warranties had been made on and as of each of such times; (ii) the Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Closing Date; and (iiib) no legal proceeding shall have been commenced or shall be pending or threatened against at the Vendor at law or in equity or before or by an tribunal which would affect the title time for commencement of the Vendor to the Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Assets in accordance with the terms of this Agreement. In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to closing on the Closing Date, including, without limitation, all of the covenants and agreements of the Vendors to be performed at or before such time pursuant to this Agreement shall have been duly performed in all material respects. If any of the conditions set forth out above in this Section 3.3 shall not be fulfilled and/or performed is neither satisfied nor waived by the Purchaser at or prior to before the Closing Datetime provided above for satisfaction thereof, then, unless the Vendors and the Purchaser otherwise agree in writing, the Purchaser may rescind shall either: (c) complete the transactions contemplated by this Agreement by notice notwithstanding the non-satisfaction of the condition or conditions, in which event such completion shall constitute a waiver of such condition or conditions to the Vendor providedextent not satisfied as conditions of closing, however, that but any such waiver and completion shall be without prejudice to any of the said conditionsPurchaser’s other rights under this Agreement; or (d) by notice in writing to the Vendors, obligationselect not to complete the transactions contemplated by this Agreement, covenants or agreements may in which event the Deposit plus accrued interest shall be waived in whole or in part by returned to the Purchaser in accordance with Section 2.3(c), without prejudice to the Purchaser’s right of rescission in the event any other rights of the non fulfillment and/or non performance of any other condition, obligation, covenant Purchaser under or agreement, any such waiver pursuant to be binding on the Purchaser only if the same is in writingthis Agreement.