Common use of Purchaser’s Conditions Precedent to Closing Clause in Contracts

Purchaser’s Conditions Precedent to Closing. The obligation of the Purchaser to complete the transaction contemplated by this Agreement on Closing shall be subject to the conditions set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor. (a) On or before the expiration of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect. (g) No adverse change shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaser. (h) No notice has been received and remains outstanding from any Authority advising of any defects in the construction of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaser. (i) On or before the Closing Date, the Lease shall be executed between the Vendor and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date. (k) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.

Purchaser’s Conditions Precedent to Closing. The obligation obligations of the Purchaser to complete the transaction contemplated by under this Agreement on Closing shall be are subject to the satisfaction on or before the Closing Date of all conditions set forth contained in this section 9. These conditions are for the sole benefit Agreement, including each of the Purchaser and following (any of which may be waived in whole or in part by the Purchaser, in its the Purchaser's sole and absolute discretion, by written notice to the Vendor.but only in writing): (a) On or before the expiration The Seller shall have performed in all material respects all of its covenants and other obligations contained in this Agreement, and all of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals Seller's representations and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property warranties contained in connection with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made in all material respects on and as of the Closing Date Date. (b) The title insurance company(ies) conducting the title examination, which shall be selected by the Purchaser and shall be reasonably acceptable to Magellan (collectively, the Vendor "TITLE COMPANY"), shall have delivered be prepared to issue to the Purchaser or the Purchaser's designee(s), at standard rates, a certificate Title Policy (as defined in Section 10.2) with respect to each Facility or a marked title commitment unconditionally committing to issue a Title Policy with respect to each Facility within a reasonable time thereafter. (c) From the date hereof until the Closing Date, there shall not have occurred any material adverse change to, or deterioration of, the physical condition of the Vendor Facilities taken as a whole, ordinary wear and tear excepted. (d) From the date hereof until the Closing Date, there shall not have occurred any material adverse change in the business or financial condition of the Seller from that disclosed in the Operating Reports and 1996 Financials furnished by Magellan to the Purchaser as a part of the Seller's Deliveries. (e) The Purchaser or Magellan, as appropriate, shall have obtained, or obtained the transfer of, all permits, licenses and approvals necessary to allow the ownership of the Facilities by the Purchaser and the continued lawful operation by OpCo of the business conducted therein, except for those permits, licenses and approvals which by custom are not transferred or obtained until after a conveyance of property, and except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such business. (f) The Facilities Lease in the form of Exhibit C attached hereto shall have been executed by a senior signing officer of the Vendor dated Purchaser, as of the Closing Date to this effectlessor, and OpCo, as tenant. (g) No adverse change The Subordination Agreement in the form of Exhibit G attached hereto shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof been executed by the Purchaser, Magellan and OpCo. (h) No notice has been received and remains outstanding from There shall exist no material regulatory or contractual impediment to, nor any Authority advising of any defects litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the construction operation of the Building Facilities or relating the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to non-compliance proceed with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition the consummation of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the PurchaserTransactions. (i) On or before the Closing Date, the Lease The Purchaser shall be executed between the Vendor and the Purchaser as have received all necessary shareholder approvals (if any) required as part of this Sale Leaseback transactionby its governing documents. (j) Any existing management agreement with respect to The waiting period under the Property between the Vendor and the manager of the Property shall be terminated Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination Purchaser shall be provided by the Vendor to the Purchaser on the Closing Datehave expired. (k) If so requiredThe Purchaser shall have received opinions of counsel to Magellan regarding Magellan's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (l) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by the parties and Schedule 2.1 shall have either been attached hereto. (m) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Purchaser is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (n) The "fairness" opinion obtained an Advance Ruling Certificate under Section 102 by the Purchaser from Merrxxx Xxxcx & Xo. shall not have been withdrawn or revoked. (o) All of the Competition Act (Canada) or conditions of the other Transaction Documents shall have filed all notices and information required under Part IX been satisfied or waived by the party(ies) entitled to insist upon satisfaction of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”)same, and the applicable waiting periods and any extensions thereof closing of all of the Transactions shall have expired and occurred or shall occur simultaneously with the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition TribunalClosing hereunder.

Purchaser’s Conditions Precedent to Closing. The obligation obligations of Purchaser under this Agreement are contingent and conditional upon the conditions precedent set forth below in (a) through (p) of this Section being satisfied at Closing (the “Purchaser’s Conditions Precedent”). If any Purchaser’s Condition Precedent is not satisfied, Purchaser, as its sole remedy, may (Y) terminate this Agreement and receive a refund of the Purchaser Exxxxxx Money, or (Z) waive the failure of any condition precedent and proceed to complete the transaction contemplated by this Agreement on Closing unless Seller has intentionally or willfully caused same in which case Seller shall be subject to considered in default hereunder and shall have the conditions remedies set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.Paragraph 12(a) hereof: (a) On or before the expiration Each and every representation and warranty of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection Seller with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title respect to the Property shall must be a good true, correct and marketable freehold titlecomplete in all material respects as of Closing, free and clear provided, however, if any of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of Seller with respect to the Vendor set out in section 3(a) hereof shall be Property are true and accurate with the same effect as if made on and as of the Effective Date, but are not true as of the date of Closing Date as a result of a matter, circumstance or event beyond the reasonable control of Seller, and Purchaser first discovers such untruth prior to Closing, Purchaser shall not be entitled to consider the Vendor untruth of the representation or warranty as an event of default under this Agreement, but instead Purchaser may, at its election proceed in accordance with the terms in Paragraph 7(b) hereof; (b) As of Closing, Seller shall have fully performed and satisfied in all material respects each and every obligation, term and condition to be performed and satisfied by Seller under this Agreement with respect to the Property; (c) Except with respect to the Assumed Service Contracts, Seller shall have terminated all Service Contracts, including any management contracts affecting the Property; (d) At least five (5) business days prior to Closing, Seller will have delivered to Purchaser an executed estoppel certificate in a form substantially in the form attached hereto as Exhibit M, the terms of which are hereby incorporated herein by reference (unless the Lease calls for an estoppel in a form different than the form on Exhibit M, in which event the estoppel form called for in the Lease will be delivered) dated no earlier than five (5) days prior to the expiration of the Due Diligence Period (the “Estoppel”) from the Tenant. In determining whether the foregoing requirement has been satisfied, Purchaser agrees not to object to any non-material qualifications or modifications which the Tenant may make to the form of its Estoppel. If the Tenant indicates in its Estoppel that it has a claim (relating to a single default of a non-recurring nature) which would entitle it to set-off the amount of the claim against rent due under its Lease, the amount of such claim is ascertainable, and such default does not give such Tenant the right to terminate its Lease, or such Tenant has otherwise waived in writing its right to terminate its Lease as the result thereof, Seller shall have the right to give Purchaser a certificate credit against the Purchase Price in the amount of the Vendor claim, in which event such claim shall not provide grounds for (A) a claim by Purchaser that such estoppel is not acceptable or (B) Purchaser terminating this Agreement for failure of the condition set forth in this Paragraph 10(d); (e) Provided Purchaser shall have provided a form of such agreement which is commercially reasonable and acceptable to Purchaser’s lender for Seller to complete and deliver to the Tenant not later than the end of the Due Diligence Period, Seller shall have obtained a subordination, non-disturbance and attornment agreement acceptable to Purchaser’s institutional lender, executed by a senior signing officer of the Vendor dated as of Tenant (the Closing Date to this effect.“Subordination Agreement”); (f) At Closing, Purchaser shall have received good and marketable title in accordance with the Title Commitment obtained by Purchaser; (g) No new adverse change shall have occurred with respect environmental matter has been discovered which was not included in the report delivered by Seller to Purchaser prior to the Property or the Movables, including the legal, physical and financial aspects execution of the Property and/or the Movables since the date of last inspection thereof by the Purchaser.this Agreement; (h) No notice The Tenant under the Lease has not: (1) filed for bankruptcy or been received and remains outstanding from the subject of an involuntary bankruptcy; or (2) had any Authority advising of any defects material adverse change in its financial condition since the construction of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the PurchaserEffective Date. (i) On There is no pending or before the Closing Datethreatened litigation or arbitration affecting or relating to this Agreement, the Lease shall be executed between transactions contemplated in this Agreement, or affecting the Vendor and Property or the Purchaser as required as part of this Sale Leaseback transaction.Lease; (j) Any existing management agreement with respect to the Property between the Vendor and the manager Seller has not breached any of the Property shall be terminated by the Vendor on provisions, obligations, undertakings or before the Closing Date at the sole cost and expense promises of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date.Seller under this Agreement; (k) If so requiredThis Agreement has been approved by Seller’s General Partner’s Investment Committee; (1) All of the covenants and obligations of Seller required to be performed or complied with by Seller pursuant to this Agreement at or prior to the Closing, and each of the parties covenants and obligations (considered individually) of Seller hereunder, shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed been duly performed and complied with in all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.material respects;

Purchaser’s Conditions Precedent to Closing. The Purchaser’s obligation to close hereunder shall in all respects be conditioned upon the satisfaction of the conditions listed below at time of Closing, any of which may be waived by written notice from the Purchaser to complete the transaction contemplated Seller: 1. Title to the Property is subject only to the Permitted Exceptions; 2. Purchaser shall have received Final Approvals for at least two hundred twenty-five (225) Units; 3. no governmental, judicial or administrative moratorium or service restriction exists to prevent or prohibit the Purchaser from obtaining building permits and constructing the Project in accordance with the Final Approvals; 4. other than activity undertaken or approved by Purchaser as provided in this Agreement on Closing Contract, no activity has adversely affected Site geology and hydrology since the last day of the Examination Period; 5. the Seller has satisfied each of the covenants and obligations of the Seller as set forth in this Contract in all material respects, no change not approved by the Purchaser has been made to the forms of the documents agreed upon by the parties in accordance with the terms of Section 1.04(d); 6. the Final Subdivision Plat has been recorded; and 7. all representations and warranties of the Seller as set forth in this Contract shall be subject to in all material respects true and correct as of the date of Closing. If any of the conditions set forth in this section 9. These conditions above are for the sole benefit of the not satisfied or waived by Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor. (a) On or before the expiration of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On on or before the Closing Date, all consentsthen subject to Purchaser giving written notice thereof to Seller and Seller having ten (10) days to cure (with a commensurate extension of the Closing Date), approvals Purchaser, at its option, may terminate this Contract by giving written notice to the Seller, whereupon the Escrow Agent shall immediately deliver the Xxxxxxx Money to Purchaser. However, nothing set forth in this Section 1.07(a) shall be construed, nor is anything herein intended, to limit rights and assumptions required remedies of the Purchaser under Section 2.05(a) or otherwise upon the Permitted Encumbrances or under any other agreement affecting occurrence of a Seller default (which shall be fully applicable in the Property event that a failure of a condition occurs in connection with the transaction contemplated a default by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary partiesSeller hereunder). (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect. (g) No adverse change shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaser. (h) No notice has been received and remains outstanding from any Authority advising of any defects in the construction of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaser. (i) On or before the Closing Date, the Lease shall be executed between the Vendor and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date. (k) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.

Purchaser’s Conditions Precedent to Closing. The obligation obligations of the Purchaser to complete the transaction contemplated by under this Agreement on Closing shall be are, at the option of the Purchaser, subject to the conditions set forth in this section 9. These conditions are for satisfaction, at or prior to the sole benefit Closing Date, of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.following conditions: (a) On or before All legal proceedings in connection with the expiration transactions contemplated hereby shall be satisfactory in form and substance to the Purchaser and its counsel, and the Seller shall have delivered to the Purchaser such certificates and other evidences of compliance with its obligations hereunder, dated as of the Inspection PeriodClosing Date, as the Purchaser and its counsel may reasonably require approving the terms and execution and delivery to the Seller of this Agreement and authorizing the carrying out of the terms hereof, including without limitation, the applicable senior officers issuance of the Purchaser shall have approved Shares to the transaction contemplated by Seller for the consideration and upon the terms and conditions provided for in this Agreement. (b) Intentionally deleted (c) On or before All consents and approvals from all applicable governmental and regulatory bodies which are necessary for the Closing Date, all consents, approvals and assumptions required under consummation of the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction transactions contemplated by this Agreement shall have been obtained in form and delivered substance satisfactory to the Purchaser and its counsel and shall be in full force and effect on the Closing Date; provided, however, that the Purchaser acknowledges and agrees that no Government Licenses are being conveyed hereby and, accordingly, that no such consents or entered into approvals with respect to conveyances of Government Licenses are required hereby. (c) All consents and approvals to the assignment of all the Reseller Agreements and Tariff Agreements pursuant to which the Business is conducted from all interested parties, including without limitation, the consent by all necessary partiesAT&T Wireless, PageMart, Inc., and 360 Communications, Inc., and/or their assignees. (d) On The representations and warranties of the Seller made in this Agreement or in any Schedule, document or certificate delivered to the Purchaser pursuant hereto shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties were made at and as of the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for changes therein expressly permitted hereby and the Permitted EncumbrancesPurchaser shall receive the certificate, dated the Closing Date, of the Seller to such effect. (e) On the Closing Date, all of All the terms, covenants and conditions of this Agreement to be complied with or and performed by the Vendor Seller on or before the Closing Date shall have been complied with or performed at the times contemplated hereinand performed. (f) On the Closing Date, no order of any court or administrative agency shall be in effect which restrains, preliminarily or otherwise, or prohibits the representations transactions contemplated by this Agreement, and warranties no suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the Vendor set out in section 3(a) hereof shall be true and accurate with transactions contemplated by this Agreement. In the same effect as if made on and as event of receipt prior to the Closing Date and the Vendor shall have delivered of any communication from any department or agency of government, with regard to the transactions contemplated by this Agreement, the Purchaser shall be the sole judge for purpose of this subsection of whether such communication is to be interpreted as a certificate threat of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effectsuch an action or proceeding. (g) No adverse change The Purchaser shall have occurred with respect to received such other certificates, documents and instruments as the Property Purchaser or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaserits counsel shall reasonably request. (h) No notice Since May 31, 1997, the Business has been received and remains outstanding from not paid any Authority advising of any defects in distributions to the construction shareholders or other divisions of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the PurchaserSeller. (i) On or before the Closing Date, the Lease shall be executed between the Vendor and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date. (k) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.

Purchaser’s Conditions Precedent to Closing. The Purchaser's obligation of the Purchaser to complete consummate the transaction contemplated by described in this Agreement on Closing shall be Contract of Sale is subject to the conditions set forth in this section 9. These conditions are for the sole benefit satisfaction or written waiver of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.following conditions: (a) On or before the expiration of the Inspection Period, the applicable senior officers of the Section 4.01. Purchaser shall have approved the transaction commitment for the Owner's Title Policy furnished by Haverty under Section 3.01 and the Title Company shall remain committed thereunder to issue to Purchaser the Owner's Title Policy and the Mortgage Title Policy contemplated by this Agreementthereunder. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction contemplated by this Agreement Section 4.02. Purchaser shall have been obtained and approved the Surveys furnished by Haverty under Section 3.02. Section 4.03. Haverty shall have delivered to Purchaser a Phase I environmental report addressed to Purchaser and, if as a result of such report, facts are revealed that would reasonably necessitate a Phase II environmental report, a Phase II environmental report addressed to Purchaser, each in form and substance reasonably satisfactory to Purchaser stating that the Purchaser Project in question is in compliance with Environmental Laws and that no Hazardous Materials are present or entered into by all necessary partieshave been Released or are threatened to be Released at, on, under, within or emanating to or from the Project in question. (d) Section 4.04. Purchaser shall have received an appraisal of each of the Projects addressed to Purchaser substantiating the fair market value of each of the Projects as equal to the allocated portion of the Purchase Price attributable thereto performed by Cushman & Wakefield and otherwise in form and substance acceptable to Xxxxxxser xx xxx xole discretion. Purchaser shall be satisfied that the Projects shall be in the condition described in such appraisals. The appraiser shall certify to Purchaser the remaining useful life of the Improvements. Section 4.05. Purchaser shall have completed all other inquiries, investigations, review and other due diligence matters pertaining to the Projects, and Haverty as Purchaser elects and Purchaser shall have approved the results of the same in the sole discretion of Purchaser. Each of the Projects shall be acceptable to Landlord and Lender in their sole discretion. Section 4.06. On the Closing Date, Haverty shall not be in breach of any covenant or agreement to be performed by Haverty under this Contract of Sale or under the title Other Operative Documents. Section 4.07. Purchaser's credit committee shall have approved the transactions contemplated by this Contract of Sale, the Lease and the Operative Documents. Section 4.08. No Material Adverse Change to any Project or any part of any thereof shall have occurred from the date of inspection by either Landlord or Lender. Section 4.09. Haverty shall have delivered evidence satisfactory to Landlord and Lender to the Property shall effect that all insurance required by the Lease to be a good maintained with respect to the Premises is in full force and marketable freehold title, free effect and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrancespremiums with respect thereto have been paid in full. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor Section 4.10. Haverty shall have been complied with or performed at executed and delivered the times contemplated hereinLease in the form attached hereto as Exhibit "C". (f) On the Closing Date, the Section 4.11. All representations and warranties made by Haverty in this Contract of Sale and the Vendor set out in section 3(a) hereof other Operative Documents shall be true and accurate with the same effect as if made on and correct as of the Closing Date and the Vendor Date. Section 4.12. Lender shall have delivered provided non-recourse first mortgage financing to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect. (g) No adverse change shall have occurred with respect to the Property or the MovablesProjects with a term of not less than 10 years, including the legal, physical and financial aspects in an amount not less than 68% of the Property and/or the Movables since the date Aggregate Purchase Price, with an amortization schedule of last inspection thereof by the not less than 25 years and otherwise upon terms and conditions acceptable to Purchaser. (h) No notice has been Section 4.13. Purchaser shall have received a tax opinion from an independent counsel selected by Purchaser as to certain tax matters in form and remains outstanding substance satisfactory to Purchaser and its tax counsel. Section 4.14. Purchaser shall have received the opinions from any Authority advising of any defects Haverty's counsel as described in the construction of the Building or relating to non-compliance with any applicable building restrictionSection 10.1. Section 4.15. There shall have occurred no Material Adverse Change since March 13, by-laws or other regulations or ordinances, and no work order or active file 2002. Haverty's credit rating shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaserat least NAIC 2. (i) On or before the Closing DateSection 4.16. All Taxes, the Lease shall be executed between the Vendor if any, due and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor payable on or before the Closing Date at in connection with the sole cost sale contemplated hereunder or with the execution, delivery, recording and expense filing of any of the Vendor Operative Documents or any document or instrument contemplated thereby shall have been duly paid in full or funds therefor made available to Escrowee for the payment thereof. Section 4.17. No change shall have occurred in Applicable Laws and evidence Regulations or the interpretation thereof by any competent court of such termination other Governmental Authority that would make it illegal for Purchaser to participate in the transaction or would result in a Material Adverse Effect. Section 4.18. Haverty shall be have paid the Excess Fees, if any; referred to in Section 11.02. Section 4.19. Haverty shall have provided by with respect to each Project request, for the Vendor benefit of Landlord and Lender, estoppel certificates in form and substance satisfactory to Landlord and Lender. Section 4.20. Haverty shall have provided either (a) a zoning opinion, (b) a zoning letter from the city in which each Project is located, (c) a zoning endorsement to the Purchaser on Owner's Title Policy and the Closing Date. Mortgage Title Policy or (kd) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information a statement from the Director surveyor upon the face of Investigation each Survey that confirms the zoning description, that such Project is in compliance with such zoning and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds no outstanding zoning violations, in each case reasonably satisfactory to initiate proceedings before Landlord and Lender. Section 4.21. No change shall have occurred in Applicable Law and Regulations or the Competition Tribunalinterpretations thereof by any competent court or other Governmental Authority that would make it illegal for Purchaser to participate in the transaction or would result in a Material Adverse Effect.

Purchaser’s Conditions Precedent to Closing. The Purchaser’s obligation to consummate the Closing is subject to satisfaction of the Purchaser to complete the transaction contemplated by this Agreement on Closing shall be subject to the conditions set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.following conditions: (a) On Seller shall have delivered to Purchaser: (i) the Deliverables; (ii) an executed original of this Agreement; (iii) an executed original Assignment of Patent Rights and such other executed assignments or before other documents as Purchaser may request to perfect Purchaser’s rights in any foreign patents or patent applications included in the expiration Assigned Patent Rights; and (iv) a certificate, dated as of the Inspection PeriodClosing Date, the applicable senior officers of the Purchaser shall have approved Secretary of Seller, (A) attesting to the transaction contemplated by incumbency of each authorized person executing this AgreementAgreement and the Assignment of Patent Rights on its behalf and (B) certifying a complete and accurate copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the articles of organization and bylaws of Seller. (b) Intentionally deletedSeller shall have provided all information requested by Purchaser required for Purchaser to effect payment under paragraph 3.3; (c) On or Purchaser shall be satisfied that all representations and warranties made by Seller in this Agreement, including, without limitation, those made in paragraphs 5.4 and 6, were true and are true as of the Effective Date and Closing Date, respectively; Wireless Portfolio Patent Purchase Agreement CONFIDENTIAL (d) Seller shall have performed in all respects all agreements and covenants required to be performed by Seller under this Agreement before the Closing Date, all consents, approvals ; (e) Purchaser shall he satisfied that none of the Assigned Patent Rights has expired or been deemed withdrawn or abandoned as of the Effective Date and assumptions Closing Date; (f) Any required waiting period (and any extension thereof) under the Permitted Encumbrances Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), shall have expired or shall have been terminated, and any required waiting period under any other agreement affecting antitrust laws applicable to the Property in connection with the transaction contemplated by transactions under this Agreement shall have expired or shall have been terminated, and all other authorizations, consents, permissions, and approvals of all third parties (including any governmental or regulatory agency) shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. in effect (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect.“Required Approvals”); and (g) No adverse change law or regulation promulgated by any governmental entity of competent jurisdiction shall have occurred with respect to been enacted or shall exist that would prohibit the Property transactions under this Agreement. No temporary restraining order, preliminary or the Movables, including the legal, physical and financial aspects permanent injunction or other order issued by any court of the Property and/or the Movables since the date of last inspection thereof by the Purchaser. (h) No notice has been received and remains outstanding from any Authority advising competent jurisdiction or other restraint or prohibition of any defects in the construction governmental entity of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaser. competent jurisdiction (i) On preventing the consummation of the transactions under this Agreement or before (ii) limiting or restricting Purchaser’s ownership of all right, title, and interest in the Closing Date, the Lease Assigned Patent Rights shall be executed between in effect. There shall be no action or claim pending nor, to the Vendor and knowledge of Seller, threatened that could reasonably result in any of the Purchaser as required as part outcomes of clauses (i) or (ii) of this Sale Leaseback transactionparagraph (g). (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date. (k) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.

Purchaser’s Conditions Precedent to Closing. The obligation obligations of Purchaser under this Agreement are contingent and conditional upon the conditions precedent set forth below in (a) through (p) of this Section being satisfied at Closing (the “Purchaser’s Conditions Precedent”). If any Purchaser’s Condition Precedent is not satisfied, Purchaser, as its sole remedy, may (Y) terminate this Agreement and receive a refund of the Purchaser Xxxxxxx Money, or (Z) waive the failure of any condition precedent and proceed to complete the transaction contemplated by this Agreement on Closing unless Seller has intentionally or willfully caused same in which case Seller shall be subject to considered in default hereunder and shall have the conditions remedies set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.Paragraph 12(a) hereof: (a) On or before the expiration Each and every representation and warranty of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection Seller with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title respect to the Property shall must be a good true, correct and marketable freehold titlecomplete in all material respects as of Closing, free and clear provided, however, if any of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of Seller with respect to the Vendor set out in section 3(a) hereof shall be Property are true and accurate with the same effect as if made on and as of the Effective Date, but are not true as of the date of Closing Date as a result of a matter, circumstance or event beyond the reasonable control of Seller, and Purchaser first discovers such untruth prior to Closing, Purchaser shall not be entitled to consider the Vendor untruth of the representation or warranty as an event of default under this Agreement, but instead Purchaser may, at its election proceed in accordance with the terms in Paragraph 7(b) hereof; (b) As of Closing, Seller shall have fully performed and satisfied in all material respects each and every obligation, term and condition to be performed and satisfied by Seller under this Agreement with respect to the Property; (c) Except with respect to the Assumed Service Contracts, Seller shall have terminated all Service Contracts, including any management contracts affecting the Property; (d) At least five (5) business days prior to Closing, Seller will have delivered to Purchaser an executed estoppel certificate in a form substantially in the form attached hereto as Exhibit M, the terms of which are hereby incorporated herein by reference (unless the Lease calls for an estoppel in a form different than the form on Exhibit M, in which event the estoppel form called for in the Lease will be delivered) dated no earlier than five (5) days prior to the expiration of the Due Diligence Period (the “Estoppel”) from the Tenant. In determining whether the foregoing requirement has been satisfied, Purchaser agrees not to object to any non-material qualifications or modifications which the Tenant may make to the form of its Estoppel. If the Tenant indicates in its Estoppel that it has a claim (relating to a single default of a non-recurring nature) which would entitle it to set-off the amount of the claim against rent due under its Lease, the amount of such claim is ascertainable, and such default does not give such Tenant the right to terminate its Lease, or such Tenant has otherwise waived in writing its right to terminate its Lease as the result thereof, Seller shall have the right to give Purchaser a certificate credit against the Purchase Price in the amount of the Vendor claim, in which event such claim shall not provide grounds for (A) a claim by Purchaser that such estoppel is not acceptable or (B) Purchaser terminating this Agreement for failure of the condition set forth in this Paragraph 10(d); (e) Provided Purchaser shall have provided a form of such agreement which is commercially reasonable and acceptable to Purchaser’s lender for Seller to complete and deliver to the Tenant not later than the end of the Due Diligence Period, Seller shall have obtained a subordination, non-disturbance and attornment agreement acceptable to Purchaser’s institutional lender, executed by a senior signing officer of the Vendor dated as of Tenant (the Closing Date to this effect.“Subordination Agreement”); (f) At Closing, Purchaser shall have received good and marketable title in accordance with the Title Commitment obtained by Purchaser; (g) No new adverse change shall have occurred with respect environmental matter has been discovered which was not included in the report delivered by Seller to Purchaser prior to the Property or the Movables, including the legal, physical and financial aspects execution of the Property and/or the Movables since the date of last inspection thereof by the Purchaser.this Agreement; (h) No notice The Tenant under the Lease has not: (1) filed for bankruptcy or been received and remains outstanding from the subject of an involuntary bankruptcy; or (2) had any Authority advising of any defects material adverse change in its financial condition since the construction of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the PurchaserEffective Date. (i) On There is no pending or before the Closing Datethreatened litigation or arbitration affecting or relating to this Agreement, the Lease shall be executed between transactions contemplated in this Agreement, or affecting the Vendor and Property or the Purchaser as required as part of this Sale Leaseback transaction.Lease; (j) Any existing management agreement with respect to the Property between the Vendor and the manager Seller has not breached any of the Property shall be terminated by the Vendor on provisions, obligations, undertakings or before the Closing Date at the sole cost and expense promises of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date.Seller under this Agreement; (k) If so requiredThis Agreement has been approved by Seller’s General Partner’s Investment Committee; (1) All of the covenants and obligations of Seller required to be performed or complied with by Seller pursuant to this Agreement at or prior to the Closing, and each of the parties covenants and obligations (considered individually) of Seller hereunder, shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed been duly performed and complied with in all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.material respects;

Purchaser’s Conditions Precedent to Closing. The obligation obligations of Purchaser under this Agreement are contingent and conditional upon the conditions precedent set forth below in (a) through (m) of this Section being satisfied at Closing (the “Purchaser’s Conditions Precedent”). If any Purchaser’s Condition Precedent is not satisfied, Purchaser, as its sole remedy, may (Y) terminate this Agreement and receive a refund of the Purchaser Xxxxxxx Money, or (Z) waive the failure of any condition precedent and proceed to complete the transaction contemplated by this Agreement on Closing unless Seller has intentionally or willfully caused same in which case Seller shall be subject to considered in default hereunder and shall have the conditions remedies set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.Paragraph 12(a) hereof: (a) On or before the expiration Each and every representation and warranty of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection Seller with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title respect to the Property shall must be a good true, correct and marketable freehold titlecomplete in all material respects as of Closing, free and clear provided, however, if any of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of Seller with respect to the Vendor set out in section 3(a) hereof shall be Property are true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated Effective Date, but are not true as of the date of Closing Date as a result of a matter, circumstance or event beyond the reasonable control of Seller, and Purchaser first discovers such untruth prior to Closing, Purchaser shall not be entitled to consider the untruth of the representation or warranty as an event of default under this effectAgreement, but instead Purchaser may, at its election proceed in accordance with the terms in Paragraph 7(b) hereof; (b) As of Closing, Seller shall have fully performed and satisfied in all material respects each and every obligation, term and condition to be performed and satisfied by Seller under this Agreement with respect to the Property; (c) Except with respect to the Assumed Service Contracts, Seller shall have terminated all Service Contracts, including any management contracts affecting the Premises; (d) At Closing, Purchaser shall have received good and marketable title in accordance with a reasonable Title Commitment obtained by Purchaser; (e) No new adverse environmental matter has been discovered which was not included in the report delivered by Seller to Purchaser prior to the execution of this Agreement; (f) The Tenants under the Leases have not: (i) filed for bankruptcy or been the subject of an involuntary bankruptcy; or (ii) had any material adverse change in its financial condition since the Effective Date. (g) No adverse change shall have occurred with respect There is no pending or threatened litigation or arbitration affecting or relating to this Agreement, the transactions contemplated in this Agreement, or affecting the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaser.Leases; (h) No notice Seller has been received and remains outstanding from not breached any Authority advising of any defects in the construction of the Building provisions, obligations, undertakings or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department promises of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaser.Seller under this Agreement; (i) On or before This Agreement has been approved by the Closing Date, the Lease shall be executed between the Vendor and the Purchaser as required as part disinterested members of this Sale Leaseback transaction.Seller’s General Partner’s Board of Directors; (j) Any existing management agreement All of the covenants and obligations of Seller required to be performed or complied with respect by Seller pursuant to this Agreement at or prior to the Property between the Vendor Closing, and the manager each of the Property covenants and obligations (considered individually) of Seller hereunder, shall be terminated by the Vendor on or before the Closing Date at the sole cost have been duly performed and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date.complied with in all material respects; (k) If so requiredSince the Effective Date of this Agreement, there shall not have been commenced or threatened against Purchaser, Seller or Tenants, or against any of the foregoing’s respective affiliates, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, this Agreement or any of the transactions contemplated under this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with any of the transactions contemplated hereunder; (l) Neither the consummation nor the performance of any of undertakings of the parties to this Agreement or the transactions contemplated hereunder, will, directly or indirectly (with or without notice or lapse of time), contravene, or conflict with, or result in a violation of, or cause Purchaser or any of Purchaser’s affiliates to suffer any adverse consequence under, (a) any applicable legal requirement or order, or (b) any legal requirement or order that has been published, introduced, or otherwise proposed by or before any governmental body, authority, agency regulatory authority; and (m) At Closing, no orders, decrees, judgments or injunctions of any court or governmental body shall have either obtained an Advance Ruling Certificate under Section 102 be in effect, and no claims, actions, suits, proceedings, arbitrations or investigations shall be pending or threatened, which challenge or seek to challenge, or which could reasonably be expected to prevent or cause the rescission of the Competition Act (Canada) or shall have filed all notices and information required under Part IX consummation of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunaltransactions contemplated in this Agreement.

Purchaser’s Conditions Precedent to Closing. The obligation In addition to any other conditions set forth herein, this Agreement and the covenants and obligations contained herein to be observed or performed by Purchaser are expressly made contingent upon the following conditions which are deemed to be conditions precedent to the payment by Purchaser of the Purchase Price and acceptance by Purchaser of the Deed: (a) Within forty-five (45) days after the date on which Seller has given Purchaser written notice that the condition specified in Section 8(a) has been satisfied (the "Due Diligence Period"), Purchaser may perform, or cause to complete be performed at its sole cost and expense such reviews, examinations, analysis, tests and audits (collectively the transaction contemplated "Investigations") which it may deem necessary concerning, but not limited to: (i) the presence of, or release from the Premises of any petroleum product or hazardous substance or material, contaminant or pollutant regulated by any governmental law, rule, regulation or ordinance; (ii) the structural integrity of all improvements located upon the Premises; (iii) the terms of all leases affecting the Premises and the financial condition of each tenant named therein; and (iv) the status of title to the Premises. Any such Investigations shall be paid by Purchaser. Purchaser agrees to use diligent efforts to initiate and conclude such Investigations as soon as possible and to provide to Seller a copy of the results of such Investigations promptly after receipt of the same. Purchaser further agrees: (x) not to create any potentially dangerous condition on, in or upon the Premises while conducting such Investigations; (y) that Purchaser, at its sole cost and expense shall return the Premises to its condition as of the date of this Agreement on Closing shall be subject once it has completed its Investigations; and (z) while conducting such Investigations, not to interfere with the use and occupancy of the Premises by the tenants currently in possession thereof. Purchaser also agrees to indemnify and hold Seller harmless from and against any loss, damage, liability and expense (including reasonable attorney's fees) paid, suffered or incurred by Seller arising from or out of, or in any way related to the conditions conduct of the Investigations. Within three (3) business days following the execution of this Agreement by Seller, Seller shall provide to Purchaser copies of any of the following which are in the possession of Seller: (i) any plans and specifications for the buildings located upon the Premises; (ii) any title insurance policies, surveys and environmental reports relating to the Premises; (iii) current year County tax xxxx and School tax xxxx; (iv) income and expense statements for Parcel I and Parcel II for the period of Seller's ownership of the Premises; and (v) all existing leases affecting the Premises. (b) all of the representations and warranties by Seller set forth in this section 9. These Agreement shall be true and correct in all material respects and shall not omit a material fact necessary to make the statement of fact therein recited not misleading. (c) Seller shall have performed all covenants, agreements and conditions are for the sole benefit required by this Agreement to be performed by Seller prior to or as of the Closing. (d) Purchaser shall have received executed estoppel certificates and may be waived SNDAs from all tenants under the leases set forth in whole or in part by Exhibit G annexed hereto. In the Purchaserevent Purchaser is not satisfied, in its sole discretion, by written notice with any of the reviews, examinations, analysis, tests and/or audits it may choose to the Vendor. (a) On or before conduct prior to the expiration of the Inspection PeriodDue Diligence Period pursuant to Section 7(a) above, or in the event any of the conditions set forth in Sections 7(b), 7(c), or 7(d) are not satisfied, Purchaser may terminate this Agreement by giving written notice to that effect to Seller and the Escrow Agent and the Deposit shall be immediately returned to Purchaser by the Escrow Agent. In the event Purchaser does not terminate this Agreement within the Due Diligence Period by reason of Purchaser's dissatisfaction with the reviews, examinations, analysis, tests and/or audits pursuant to Section 7(a), the applicable senior officers Deposit shall become non-refundable to Purchaser except: i) in the event Seller defaults in its obligation to convey the Premises to Purchaser in accordance with the terms of the Purchaser shall have approved the transaction contemplated by this Agreement. (b; or, ii) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect. (g) No adverse change shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaser. (h) No notice has been received and remains outstanding from any Authority advising of any defects in the construction event of the Building or relating to non-compliance with any applicable building restrictionfailure of a condition set forth in Section 7(b), by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaser. (i) On or before the Closing Date, the Lease shall be executed between the Vendor and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination shall be provided by the Vendor to the Purchaser on the Closing Date. (k) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada7(c) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”7(d), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition Tribunal.

Purchaser’s Conditions Precedent to Closing. The Purchaser’s obligation of the Purchaser to complete consummate the transaction contemplated by described in this Agreement on Closing shall be Contract of Sale is subject to the conditions set forth in this section 9. These conditions are for the sole benefit satisfaction or written waiver of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.following conditions: (a) On or before the expiration of the Inspection Period, the applicable senior officers of the Section 4.01. Purchaser shall have approved the transaction commitment for the Owner’s Title Policy furnished by Haverty under Section 3.01 and the Title Company shall remain committed thereunder to issue to Purchaser the Owner’s Title Policy and the Mortgage Title Policy contemplated by this Agreementthereunder. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction contemplated by this Agreement Section 4.02. Purchaser shall have been obtained and approved the Surveys furnished by Haverty under Section 3.02. Section 4.03. Haverty shall have delivered to Purchaser a Phase I environmental report addressed to Purchaser and, if as a result of such report, facts are revealed that would reasonably necessitate a Phase II environmental report, a Phase II environmental report addressed to Purchaser, each in form and substance reasonably satisfactory to Purchaser stating that the Purchaser Project in question is in compliance with Environmental Laws and that no Hazardous Materials are present or entered into by all necessary partieshave been Released or are threatened to be Released at, on, under, within or emanating to or from the Project in question. (d) Section 4.04. Purchaser shall have received an appraisal of each of the Projects addressed to Purchaser substantiating the fair market value of each of the Projects as equal to the allocated portion of the Purchase Price attributable thereto performed by Xxxxxxx & Xxxxxxxxx and otherwise in form and substance acceptable to Purchaser in its sole discretion. Purchaser shall be satisfied that the Projects shall be in the condition described in such appraisals. The appraiser shall certify to Purchaser the remaining useful life of the Improvements. Section 4.05. Purchaser shall have completed all other inquiries, investigations, review and other due diligence matters pertaining to the Projects, and Haverty as Purchaser elects and Purchaser shall have approved the results of the same in the sole discretion of Purchaser. Each of the Projects shall be acceptable to Landlord and Lender in their sole discretion. Section 4.06. On the Closing Date, Haverty shall not be in breach of any covenant or agreement to be performed by Haverty under this Contract of Sale or under the title Other Operative Documents. Section 4.07. Purchaser's credit committee shall have approved the transactions contemplated by this Contract of Sale, the Lease and the Operative Documents. Section 4.08. No Material Adverse Change to any Project or any part of any thereof shall have occurred from the date of inspection by either Landlord or Lender. Section 4.09. Haverty shall have delivered evidence satisfactory to Landlord and Lender to the Property shall effect that all insurance required by the Lease to be a good maintained with respect to the Premises is in full force and marketable freehold title, free effect and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrancespremiums with respect thereto have been paid in full. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor Section 4.10. Haverty shall have been complied with or performed at executed and delivered the times contemplated hereinLease in the form attached hereto as Exhibit “C”. (f) On the Closing Date, the Section 4.11. All representations and warranties made by Haverty in this Contract of Sale and the Vendor set out in section 3(a) hereof other Operative Documents shall be true and accurate with the same effect as if made on and correct as of the Closing Date and the Vendor Date. Section 4.12. Lender shall have delivered provided non-recourse first mortgage financing to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect. (g) No adverse change shall have occurred with respect to the Property or the MovablesProjects with a term of not less than 10 years, including the legal, physical and financial aspects in an amount not less than 68% of the Property and/or the Movables since the date Aggregate Purchase Price, with an amortization schedule of last inspection thereof by the not less than 25 years and otherwise upon terms and conditions acceptable to Purchaser. (h) No notice has been Section 4.13. Purchaser shall have received a tax opinion from an independent counsel selected by Purchaser as to certain tax matters in form and remains outstanding substance satisfactory to Purchaser and its tax counsel. Section 4.14. Purchaser shall have received the opinions from any Authority advising of any defects Haverty’s counsel as described in the construction of the Building or relating to non-compliance with any applicable building restrictionSection 10.1. Section 4.15. There shall have occurred no Material Adverse Change since March 13, by-laws or other regulations or ordinances, and no work order or active file 2002. Haverty's credit rating shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the Purchaserat least NAIC 2. (i) On or before the Closing DateSection 4.16. All Taxes, the Lease shall be executed between the Vendor if any, due and the Purchaser as required as part of this Sale Leaseback transaction. (j) Any existing management agreement with respect to the Property between the Vendor and the manager of the Property shall be terminated by the Vendor payable on or before the Closing Date at in connection with the sole cost sale contemplated hereunder or with the execution, delivery, recording and expense filing of any of the Vendor Operative Documents or any document or instrument contemplated thereby shall have been duly paid in full or funds therefor made available to Escrowee for the payment thereof. Section 4.17. No change shall have occurred in Applicable Laws and evidence Regulations or the interpretation thereof by any competent court of such termination other Governmental Authority that would make it illegal for Purchaser to participate in the transaction or would result in a Material Adverse Effect. Section 4.18. Haverty shall be have paid the Excess Fees, if any; referred to in Section 11.02. Section 4.19. Haverty shall have provided by with respect to each Project request, for the Vendor benefit of Landlord and Lender, estoppel certificates in form and substance satisfactory to Landlord and Lender. Section 4.20. Haverty shall have provided either (a) a zoning opinion, (b) a zoning letter from the city in which each Project is located, (c) a zoning endorsement to the Purchaser on Owner's Title Policy and the Closing Date. Mortgage Title Policy or (kd) If so required, the parties shall have either obtained an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) or shall have filed all notices and information required under Part IX of the Competition Act (Canada) and have satisfied any outstanding requests for additional information a statement from the Director surveyor upon the face of Investigation each Survey that confirms the zoning description, that such Project is in compliance with such zoning and Research appointed under the Competition Act (Canada) (the “Director”), and the applicable waiting periods and any extensions thereof shall have expired and the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds no outstanding zoning violations, in each case reasonably satisfactory to initiate proceedings before Landlord and Lender. Section 4.21. No change shall have occurred in Applicable Law and Regulations or the Competition Tribunalinterpretations thereof by any competent court or other Governmental Authority that would make it illegal for Purchaser to participate in the transaction or would result in a Material Adverse Effect.

Purchaser’s Conditions Precedent to Closing. The obligation obligations of the Purchaser to complete the transaction contemplated by under this Agreement on Closing shall be are subject to the satisfaction on or before the Closing Date of all conditions set forth contained in this section 9. These conditions are for the sole benefit Agreement, including each of the Purchaser and following (any of which may be waived in whole or in part by the Purchaser, in its the Purchaser's sole and absolute discretion, by written notice to the Vendor.but only in writing): (a) On or before the expiration The Seller shall have performed in all material respects all of its covenants and other obligations contained in this Agreement, and all of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement. (b) Intentionally deleted (c) On or before the Closing Date, all consents, approvals Seller's representations and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property warranties contained in connection with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties. (d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein. (f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made in all material respects on and as of the Closing Date Date. (b) The title insurance company(ies) conducting the title examination, which shall be selected by the Purchaser and shall be reasonably acceptable to Magellan (collectively, the Vendor "Title Company"), shall have delivered be prepared to issue to the Purchaser or the Purchaser's designee(s), at standard rates, a certificate Title Policy (as defined in Section 10.2) with respect to each Facility or a marked title commitment unconditionally committing to issue a Title Policy with respect to each Facility within a reasonable time thereafter. (c) From the date hereof until the Closing Date, there shall not have occurred any material adverse change to, or deterioration of, the physical condition of the Vendor Facilities taken as a whole, ordinary wear and tear excepted. (d) From the date hereof until the Closing Date, there shall not have occurred any material adverse change in the business or financial condition of the Seller from that disclosed in the Operating Reports and 1996 Financials furnished by Magellan to the Purchaser as a part of the Seller's Deliveries. (e) The Purchaser or Magellan, as appropriate, shall have obtained, or obtained the transfer of, all permits, licenses and approvals necessary to allow the ownership of the Facilities by the Purchaser and the continued lawful operation by OpCo of the business conducted therein, except for those permits, licenses and approvals which by custom are not transferred or obtained until after a conveyance of property, and except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such business. (f) The Facilities Lease in the form of Exhibit C attached hereto shall have been executed by a senior signing officer of the Vendor dated Purchaser, as of the Closing Date to this effectlessor, and OpCo, as tenant. (g) No adverse change The Subordination Agreement in the form of Exhibit G attached hereto shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof been executed by the Purchaser, Magellan and OpCo. (h) No notice has been received and remains outstanding from There shall exist no material regulatory or contractual impediment to, nor any Authority advising of any defects litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the construction operation of the Building Facilities or relating the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to non-compliance proceed with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition the consummation of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly accepted in writing by the PurchaserTransactions. (i) On or before the Closing Date, the Lease The Purchaser shall be executed between the Vendor and the Purchaser as have received all necessary shareholder approvals (if any) required as part of this Sale Leaseback transactionby its governing documents. (j) Any existing management agreement with respect to The waiting period under the Property between the Vendor and the manager of the Property shall be terminated Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act after any necessary filing by the Vendor on or before the Closing Date at the sole cost and expense of the Vendor and evidence of such termination Purchaser shall be provided by the Vendor to the Purchaser on the Closing Datehave expired. (k) If so requiredThe Purchaser shall have received opinions of counsel to Magellan regarding Magellan's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (l) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by the parties and Schedule 2.1 shall have either been attached hereto. (m) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Purchaser is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (n) The "fairness" opinion obtained an Advance Ruling Certificate under Section 102 by the Purchaser from Xxxxxxx Xxxxx & Co. shall not have been withdrawn or revoked. (o) All of the Competition Act (Canada) or conditions of the other Transaction Documents shall have filed all notices and information required under Part IX been satisfied or waived by the party(ies) entitled to insist upon satisfaction of the Competition Act (Canada) and have satisfied any outstanding requests for additional information from the Director of Investigation and Research appointed under the Competition Act (Canada) (the “Director”)same, and the applicable waiting periods and any extensions thereof closing of all of the Transactions shall have expired and occurred or shall occur simultaneously with the parties shall have received written notice from the Director to the effect that he is of the view that there are not sufficient grounds to initiate proceedings before the Competition TribunalClosing hereunder.