Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. In the event that any of the Purchaser’s Conditions Precedent have not been satisfied on or before the Outside Date (the “Unsatisfied Purchaser Condition”), then Purchaser shall have the right to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a), the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise.

Purchaser’s Conditions Precedent. In The following matters set forth below in this Section 9(a) shall be conditions precedent to Purchaser's obligation to consummate the event that any of purchase and sale transaction contemplated herein (the "PURCHASER'S CONDITIONS PRECEDENT"). The Purchaser’s 's Conditions Precedent have not been set forth in Section 9(a)(i) and Section 9(a)(ii) must be satisfied on or before the Outside expiration of the Due Diligence Period and the Purchaser's Conditions Precedent in Section 9(a)(ii) through Section 9(a)(ix) must be satisfied as of the Closing Date (the “Unsatisfied Purchaser Condition”as defined in Section 15 below), then . The Board of Directors of Purchaser shall have given its final approval of the right purchase of the Property by Purchaser upon the terms and conditions of this Agreement, which approval Seller acknowledges may be withheld in the sole and absolute discretion of Purchaser's Board of Directors. The failure of Purchaser to give notice to Sellers, notify Seller in writing on or before the Outside Date, expiration of each Unsatisfied the Due Diligence Period of such approval of the Board of Directors of Purchaser Condition that Purchaser asserts has not been satisfied or shall be deemed to be the failure of this Purchaser's Condition Precedent. Purchase shall not have waived its right terminated this Agreement in accordance with Section 4 or Section 5 of this Agreement within the time periods set forth in said Sections. Purchaser shall not have terminated this Agreement in accordance with Section 7(e), Section 7(f), Section 9(c), Section 17(a) or Section 17(b) of this Agreement within the time periods set forth in said Sections. The Title Company shall have irrevocably committed to objectissue, upon the Closing, an ALTA extended coverage owner's policy of title insurance on the standard form issued in the State of California, with such endorsements as Purchaser shall have reasonably requested and which the Title Company shall have agreed to issue prior to the expiration of the Due Diligence Period (the "Title Policy"), insuring that title to the Real Property is vested of record in Purchaser as of the Closing, subject only to the Permitted Exceptions. In such noticePurchaser shall have received an estoppel certificate from each tenant of the Property in the form attached as Exhibit C-1 hereto; provided, however, Purchaser may elect expressly acknowledges and agrees that if any tenant is unwilling for any reason to execute and return an estoppel certificate in the form of Exhibit C-1 hereto, then an estoppel certificate received from a tenant in the form attached as Exhibit C-2 shall satisfy the requirements of this Section 9(a)(iii) notwithstanding any variations between such form and the form attached as Exhibit C-1 hereto. Seller agrees to provide Purchaser with copies of the proposed estoppel certificates not less than three (i3) business days prior to extend Seller's delivery of the Outside Date same to the tenants. Unless previously waived in writing by Purchaser, or deemed to have been waived by Purchaser pursuant to the terms hereof, there shall be no material breach of any of Seller's representations, warranties or covenants set forth in this Agreement, as of the Closing (solely for purposes of this Section 9(a)(vi), a "material breach" includes any representation or warranty made by Seller which is untrue or inaccurate in any material respect for a reasonable period reason which is not a breach or default of time (not to exceed thirty (30Seller's covenants in Section 10, as provided in Section 7(f) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing above). Seller shall have delivered to the Escrow Agent and Sellers and proceed to Holder the Closing items described in Section 11. Each Lease listed in the Rent Roll attached as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a), the Deposit Exhibit B hereto shall be reimbursed to Purchaserin full force and effect and no material default, after which neither Sellers nor Purchaser will have any further rights claim or obligations hereunder, whether pursuant to Section 11.01 or otherwise.dispute shall

Purchaser’s Conditions Precedent. In the event that any The obligation of the Purchaser’s Conditions Precedent have not been satisfied Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (subject to applicable law) on or before the Outside Closing Date (of each of the “Unsatisfied following conditions: 6.1 No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the transactions contemplated by this Agreement; 6.2 No action will have been commenced or threatened against the Seller, Purchaser Condition”)or any of their respective affiliates, then associates, officers or directors seeking damages arising from, or to prevent or challenge the transactions contemplated by this Agreement; 6.3 All representations and warranties of the Seller contained herein will be true and correct in all material respects; 6.4 The Seller will have performed or satisfied as of the Closing Date all obligations, covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Seller; 6.5 All actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been satisfactory to the Purchaser's counsel, including, without limitation, corporate resolutions authorizing the transactions contemplated hereby, and releases of any and all liens, claims, security interests or other encumbrances affecting any of the Properties, and the Seller will have delivered such additional certificates and other documents as the Purchaser reasonably requests including, without limitation, such certificates of the Seller dated as of the Closing Date evidencing compliance with the conditions set forth in this paragraph 6; 6.6 The Purchaser shall have received and reviewed all Schedules to be provided by the right to give notice to Sellers, Seller and such Schedules shall not be materially different than anticipated by the Purchaser as determined in the Purchaser's reasonable judgment; 6.7 All of the transactions contemplated by the Sale and Participation Agreement in the form of Exhibit "6.7" (the "Participation Agreement") and the Securities Purchase Agreement of even date herewith between the Seller and the Purchaser (the "Related Agreements") shall have been consummated on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to terms and conditions set forth in the Related Agreements; 6.8 The Seller shall have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing obtained and delivered to the Escrow Agent and Sellers and proceed Purchaser consents to the Closing as transactions contemplated hereunder. In by this Agreement from the event that Purchaser has elected parties whose consent is required by contract or otherwise; 6.9 There shall not have occurred since December 31, 1997 any material loss or damage to extend any of the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Properties; 6.10 The Purchaser shall have received from legal counsel to the rightPurchaser an opinion dated the Closing Date, upon notice in form and substance satisfactory to Sellersthe Purchaser's counsel, to terminate the effect that: (a) the Seller is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Oklahoma; (b) the Seller has the corporate power to carry on its business as not being conducted; (c) the Seller has the requisite corporate power and authority and has taken all requisite corporate action necessary to enable the Seller to execute and deliver this Agreement with respect and to all Facilities. In consummate the event of a termination of transactions contemplated hereby; and (d) this Agreement has been duly and validly executed and delivered by the Seller and is enforceable against the Seller in accordance with respect to all Facilities under this Section 7.03(a)its terms; and 6.11 As of the Closing Date, the Deposit Seller shall be reimbursed not have sold, assigned, transferred or otherwise conveyed any of the Interests to any person except as disclosed to and approved by the Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise.

Purchaser’s Conditions Precedent. Purchaser’s obligation to purchase the Property or, with the exception of the non-refundable payment of the Deposit to Seller under Section 3.1, otherwise to perform any obligation provided in this Agreement shall be conditioned expressly upon the fulfillment to Purchaser’s satisfaction (as determined by Purchaser in its sole and absolute discretion) of each of the following conditions precedent within the time periods specified: (i) Purchaser’s review and approval of the Title Report including, without limitation, the exceptions to title and legal description of the Land contained therein, within the Contingency Period. In the event that Purchaser objects to any matter contained or referred to in the Title Report or any ALTA survey commissioned by Xxxxxxxxx, Purchaser shall deliver written notice of such objection to Seller no later than five (5) calendar days prior to the expiration of the Contingency Period. Seller shall then have three (3) calendar days after receipt of Purchaser’s Conditions Precedent have objections within which to notify Purchaser in writing as to which of such matters objected to by Purchaser Seller will or will not been satisfied on cure. Failure of Seller to notify Purchaser within such period of its election shall be deemed Seller’s election not to cure all of such matters. If Seller elects not to cure any or before the Outside Date (the “Unsatisfied Purchaser Condition”)all of such matters, then Purchaser shall have the right in its sole and absolute discretion to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect either (i) to extend terminate this Agreement and receive back the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; Deposit, or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers matters and proceed to close. Failure by Purchaser to waive such matters shall be deemed to be a termination by Purchaser of this Agreement in accordance with this Section 4. If Seller elects to cure any of such matters, such election shall be a covenant of Seller, but Seller shall have until the Closing Date to effect such cure. Notwithstanding the foregoing, Seller shall on or prior to the Closing Date, cure all monetary liens not caused by Purchaser and pay off and remove any assessments on the Property. (ii) The issuance by the Title Company on the Closing Date, upon payment of its normal premium, of the title insurance policy described in subsection (iv) below. (iii) As of the Closing Date, there shall have been no material adverse change in the condition of the Property, or any portion thereof, or in any document, contractual relations, or other circumstances affecting the Property previously approved by Purchaser. (iv) During the Contingency Period, Purchaser determining, to Purchaser’s satisfaction in its sole and absolute discretion, that Purchaser can obtain an CLTA Title Insurance Policy, together with such endorsements as contemplated hereunderPurchaser may reasonably require (the “Owner’s Policy”), insuring Purchaser in the amount of the Purchase Price that fee simple absolute title to the Real Property is vested in Purchaser subject only to the Conditions of Title (as defined in Section 7.1 below). (v) Purchaser’s ability to secure a loan on terms acceptable to Purchaser. The foregoing conditions are solely for the benefit of Purchaser. At any time or times on or before the date for the satisfaction or waiver of each condition, at Purchaser’s election in its sole and absolute discretion, Purchaser may waive any of the foregoing conditions by written notice to Seller. Other than Purchaser’s close of escrow pursuant to this Agreement which shall waive all such unfulfilled conditions, no waiver shall be effective unless made in writing specific as to the conditions or matters so waived. No such waiver shall be inferred or implied by any act or conduct of Purchaser or reduce the rights or remedies of Purchaser arising from any breach of any undertaking, agreement, covenant, warranty, or representation of Seller under this Agreement. In the event that any of the foregoing conditions or other conditions to this Agreement which are for the benefit of Purchaser has elected are neither fulfilled, nor waived pursuant as provided above, Purchaser, at its election in its sole and absolute discretion, by written notice to extend the Outside Date Seller, may terminate this Agreement and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of be released from all obligations under this Agreement. Purchaser’s failure to notify Seller within one business day after the date for satisfaction or waiver of each condition that such condition has been satisfied or waived, Purchaser shall have the right, upon notice be deemed to Sellers, be Purchaser’s election to terminate this Agreement with respect to all FacilitiesAgreement. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a)by Purchaser, the Deposit and all other funds deposited in escrow by Purchaser (other than the Option Consideration) or paid by Purchaser to Seller outside of escrow and all interest accrued on such funds (less Purchaser’s share of any escrow or title cancellation fees) shall be reimbursed returned immediately to Purchaser, after which neither Sellers nor and all documents deposited in escrow by Purchaser will have any further rights or obligations hereunder, whether pursuant Seller shall be returned to Section 11.01 or otherwisethe depositing party.

Purchaser’s Conditions Precedent. Purchaser’s obligations hereunder are conditioned upon the satisfaction of each of the following conditions during the time periods specified below (any of which conditions may be waived by Purchaser upon giving notice thereof to Seller): (a) Seller, at its expense, has caused the Title Company to deliver to Purchaser a preliminary title report covering the Land and Improvements, including all documents identified as exceptions in the Title Report (collectively, the “Title Report”), and a Uniform Commercial Code search naming Seller and Electoglas, Inc. (the “UCC Search”). Purchaser shall notify Seller in writing (“Purchaser’s Title Objection Notice”) of any objections Purchaser may have to title exceptions contained in the Title Report or UCC Search prior to the expiration often (10) days following the Effective Date. Purchaser’s failure to deliver Purchaser’s Title Objection Notice on or before the expiration of the ten (10) day period referenced above shall be conclusively deemed Purchaser’s approval of the Title Report and the UCC Search. Seller shall have a period of seven (7) days after receipt of Purchaser’s Title Objection Notice in which to deliver written notice to Purchaser (“Seller’s Title Notice”) of Seller’s election to either (a) agree to remove the objectionable items at or prior to the Close of Escrow, or (b) decline to remove any such title exceptions and terminate this Agreement. The failure of Seller to issue a Seller’s Title Notice shall be deemed an election by Seller of subsection (b) immediately above. If Seller notifies Purchaser of its election not to remove such title exceptions and to terminate this Agreement rather than remove the objectionable items, or Seller fails to issue a Seller’s Title Notice, Purchaser shall have the right, by written notice delivered to Seller within five (5) days after Purchaser’s receipt of Seller’s Title Notice, or five (5) days after the seven (7) day period referenced above, to agree to accept the Property subject to the objectionable items, in which event Seller’s election to terminate this Agreement shall be of no effect, and Purchaser shall take title to the Property subject to such objectionable items. Absent such written notice to Seller from Purchaser, this Agreement shall terminate and the Deposit shall be promptly returned to Purchaser. Notwithstanding anything to the contrary contained herein, all recorded documents relating to the Loans shall be “Permitted Exceptions.” Any matters appearing in or on the Title Report, DCC Search or Survey (only if obtained by Purchaser) to which Purchaser does not object within the time frame set forth above or any title exceptions as to which Purchaser waives its objection in writing are referred to herein as “Permitted Exceptions.” (b) Purchaser shall have from the Effective Date through and including March 15, 2007 (such period being referred to herein as the “Investigation Period”) in which to investigate the physical and environmental condition of the Land and Improvements; the. availability and sufficiency of utilities servicing the Land and Improvements; the zoning, land use, building requirements and restrictions applicable to the Land and Improvements; and the desirability and feasibility of acquiring and utilizing the Property as contemplated by Purchaser. Seller agrees to cooperate, at no cost and expense to Seller, with Purchaser’s efforts to obtain any approvals required for Purchaser to operate its research and manufacturing business on the Land and Improvements including, but not limited to, executing any applications or other documents required to be signed by the Seller, as the lessee under the Lease. If Purchaser is dissatisfied with the results of its investigations (in Purchaser’s sole discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller prior to the expiration of the Investigation Period, in which event this Agreement shall be null and void. (c) Before March 15,2007, Seller utilizing its good faith efforts to negotiate and deliver to Purchaser a valid and binding lease termination agreement (the “Lease Termination Agreement”) in respect to that certain Lease Agreement dated March 20, 2002 (as amended, the “Tenant Lease”), by and between Seller, as landlord and Electroglas, Inc. (“Electroglas”), as tenant. The Lease Termination Agreement shall, at a minimum, terminate the Tenant Lease (with the exception of any indemnities related to hazardous substances and other provisions intended to survive the expiration or termination of the Tenant Lease) prior to April 15, 2007~ require Electoglas to vacate and surrender the Land and Improvements prior to April 15, 2007 in the condition required by the terms of the Tenant Lease (except as otherwise reasonably approved in writing by Purchaser)~ require Electroglas to convey to Seller or Purchaser (at Seller’s election) all of its right, title and interest in and to the personal property described on Exhibit “c” attached hereto (the “Personal Property”), free and clear of all liens and encumbrances~ and permit Seller to assign its interest in the Tenant Lease and Lease Termination Agreement to Purchaser. If Seller has not delivered the Lease Termination Agreement to Purchaser by March 14, 2007, or if Purchaser is dissatisfied with the terms of the Lease Termination Agreement (in Purchaser’s reasonable discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. In the event that Seller elects to transfer the Personal Property to Purchaser, such conveyance shall be without any warranty or representation of any kind, type or nature, and Purchaser shall accept such conveyance of the Personal Property “AS IS” and with all faults, in its then present condition. Electroglas has advised that it will transfer the “Forklift” to Seller or Purchaser for the sum of $4,000.00. Purchaser agrees that it will pay to Electroglas or Seller said sum in consideration of the transfer of the Forklift to Purchaser. (d) Before March 15,2007, Seller utilizing its good faith efforts to negotiate and deliver to Purchaser (i) a valid and binding commitment from the City of Corvallis (the “City’’) to consent to the assignment (the “Consent”) of the lessee’s interest in the Lease, in a form reasonably acceptable to Purchaser~ and (ii) a valid and binding estoppel certificate from the City in respect to the Ground Lease substantially in the form attached hereto as Exhibit “D” (the “Estoppel Certificate”). If Seller has not delivered the Consent and Estoppel Certificate to Purchaser by March 14,2007, or if Purchaser is dissatisfied with the terms of the Consent or Estoppel Certificate (in Purchaser’s reasonable discretion, provided that Purchaser may not object to the terms of the estoppel certificate actually delivered unless the terms materially differ from those contained on the Estoppel Certificate), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. (e) Before March 15,2007, Purchaser negotiating and obtaining a valid and binding commitment from Lender to permit Purchaser to assume the Loans at Closing without change to the financial terms thereof (i.e., principal amount, interest rate, amortization period and maturity date), with a loan assumption fee not to exceed one percent (1 %) of the outstanding principal balance of the Loans, and otherwise containing terms and conditions acceptable to Purchaser in its sole discretion (the “Loan Commitment”). If Purchaser has not obtained the Loan Commitment, or if Purchaser is dissatisfied with the terms of the Loan Commitment (in Purchaser’s sole discretion), then Purchaser may terminate this Agreement by providing written notice thereof to Seller on or before March 15,2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. (f) The obligation of Purchaser under this Agreement to purchase the Property from Seller is subject to the satisfaction, as of Closing, of each of the following conditions: (i) The representations and warranties made by Seller in this Agreement shall be true, accurate and complete in all material respects as of the Closing Date. (ii) Seller performing all of the covenants and obligations required by this Agreement to be performed by Seller on or before the Closing Date. (iii) Seller conveying its interest in the Property to Purchaser in accordance with the terms of this Agreement. (iv) Seller delivering exclusive possession of the Land and Improvements to Purchaser at Closing in substantially the same condition as existed on the Effective Date, reasonable wear and tear excepted. (v) Seller executing and delivering all documents necessary for Purchaser to assume the Loans in accordance with the terms of the Loan Commitment and Loan Release; provided, Seller’s only obligation shall be to execute and deliver such documents, it being understood that it is the obligation of Purchaser to take all action necessary to assume the Loans and the preparation of the loan assumption documents. (vi) City executing and delivering all documents necessary to consent to assignment of the Ground Lease to Purchaser in accordance with the terms of the Consent. (vii) Lender executing and delivering all documents necessary for Purchaser to assume the Loans in accordance with the terms of the Loan Commitment. If any of the Purchaser’s Conditions Precedent have conditions set forth in clauses (i) through (v) above are not been satisfied on or before the Outside Date (the “Unsatisfied Closing and Purchaser Condition”)fails to waive such conditions, then Purchaser may, at its election, by written notice to Seller (A) declare Seller to be in default under this Agreement, in which event the parties shall have the right to give notice to Sellersrights, on benefits, obligations and liabilities described in Paragraph 12 below, or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (iB) to extend the Outside Date time for Closing hereunder for a reasonable period of time (not to exceed thirty (30) calendar daysdays until all of these contingencies are satisfied and/or until Purchaser waives such contingencies, such waiver to occur, if at all, within the thirty (30) day period referenced above. If Purchaser elects to allow Sellers proceed pursuant to satisfy the Unsatisfied Purchaser Condition; or clause (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this AgreementB), Purchaser shall have the rightmay still elect clause (A) subsequently, at any time, upon written notice to SellersSeller. If any of the conditions set forth in clauses (vi) and (vii) above are not satisfied on or before Closing through no fault of Purchaser, to terminate then this Agreement with respect to all Facilities. In the shall terminate, in which event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a), the Deposit shall be reimbursed returned to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwiseand this Agreement shall be null and void.

Purchaser’s Conditions Precedent. In Purchaser's obligations under this Agreement are subject to the event that satisfaction of the following conditions, the failure of any of which as of the then-applicable "Approval Deadline" (as such term is defined in Section 5.05(i)), shall have the consequences set forth in Section 5.05: (a) REPRESENTATIONS. Each and every representation and warranty set forth in Section 4.01 shall be materially true and correct as of Closing, as modified by any Pre-Closing Disclosures. If a representation of Seller is limited to Seller's knowledge, and the factual matter represented to (as modified by any Pre-Closing Disclosures) is not true and correct in all material respects, then there shall be a failure of this condition precedent. Notwithstanding the foregoing, if Seller makes any material Pre-Closing Disclosure (i.e., any Pre-Closing Disclosure which would render the representations and warranties of Seller set forth in this Agreement false or misleading in any material respect) to Purchaser’s Conditions Precedent have not been satisfied on or before the Outside Date (the “Unsatisfied Purchaser Condition”), then Purchaser shall have the right to give terminate this Agreement, with the consequences described above in this Section 5.01, by delivering written notice thereof to Sellers, Seller on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; Closing or (ii) the fifth (5th) business day after Purchaser receives written notice of such Pre-Closing Disclosure (and if such day is after the scheduled Closing Date, Closing shall be extended accordingly). If Purchaser does not terminate this Agreement pursuant to waive its rights under this Section 5.01(a), then such Unsatisfied Purchaser Condition in a writing delivered representations and warranties shall be deemed modified to conform them to the Escrow Agent and Sellers and proceed to the Pre-Closing as contemplated hereunder. In the event Disclosures; provided, however, that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration if a Pre-Closing Disclosure shall be caused by or reflect a fraudulent misrepresentation, breach of such extensionrepresentation or breach of Seller's obligations under this Agreement, then, provided that Purchaser is not then in material breach of any provision of addition to its right to terminate this Agreement, Purchaser shall have be entitled to the right, upon notice remedies available to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities it under this Section 7.03(a), the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise9.01.

Purchaser’s Conditions Precedent. In Notwithstanding any other provision of this Agreement to the event that any contrary, Purchaser’s obligation to purchase the Recreation Center Site is subject to each of the following conditions precedent either being satisfied in full, or being waived by Purchaser in writing, acting in Purchaser’s Conditions Precedent sole discretion, prior to the expiration of the Inspection Period, such other deadline specified herein or, if there is no such deadline specified herein, then by the Closing: (a) Purchaser’s receipt, review and, in Purchaser’s sole discretion, approval of one or more appraisals, environmental, mechanical, structural and other inspections, tests and reports as may be conducted on or concerning the Recreation Center Site by Purchaser or its designated representatives, at Purchaser’s option and expense, during the Inspection Period; (b) Purchaser’s receipt, review and, in its sole discretion, approval of the Commitment and all exceptions noted therein and, if Purchaser objects to any exceptions therein by the expiration of the Title Inspection Deadline (subject to the last sentence of Section 9), Seller agreeing to remove such objected to exceptions from the Policy; and (c) Seller having caused the Pad Site to be in a Pad-Ready Condition within the meaning therefor in the Development Agreement no later than , 2013, subject to reasonable extensions for events which constitute force majeure; and (d(c) Performance by Seller of all of its obligations hereunder prior to the respective Closing. If Purchaser has reasonably determined that one or more of the conditions precedent have not neither been satisfied on nor waived in writing by Purchaser by the deadline therefor, Purchaser may withhold further performance under this Agreement and, if Purchaser has full performed its obligations under this Agreement due prior thereto and the Seller’s conditions precedent specified in Section 14 hereof have been satisfied or before the Outside Date have been waived in writing by Seller (the “Unsatisfied other than any further performance by Purchaser Condition”being withheld pursuant to this sentence), then Purchaser shall have the right to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for declare a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities default under this Section 7.03(a), the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise21 hereof.

Purchaser’s Conditions Precedent. In Notwithstanding any other provision of this Agreement to the event that any contrary, Purchaser’s obligation to purchase the Recreation Center Site is subject to each of the following conditions precedent either being satisfied in full, or being waived by Purchaser in writing, acting in Purchaser’s Conditions Precedent sole discretion, prior to the expiration of the Inspection Period, such other deadline specified herein or, if there is no such deadline specified herein, then by the Closing: (a) Purchaser’s receipt, review and, in Purchaser’s sole discretion, approval of one or more appraisals, environmental, mechanical, structural and other inspections, tests and reports as may be conducted on or concerning the Recreation Center Site by Purchaser or its designated representatives, at Purchaser’s option and expense, during the Inspection Period; (b) Purchaser’s receipt, review and, in its sole discretion, approval of the Commitment and all exceptions noted therein and, if Purchaser objects to any exceptions therein by the expiration of the Title Inspection Deadline (subject to the last sentence of Section 9), Seller agreeing to remove such objected to exceptions from the Policy; (c) Seller having caused the Pad Site to be in a Pad-Ready Condition within the meaning therefor in the Development Agreement no later than , 2013, subject to reasonable extensions for events which constitute force majeure; and (d) Performance by Seller of all of its obligations hereunder prior to the respective Closing. If Purchaser has reasonably determined that one or more of the conditions precedent have not neither been satisfied on nor waived in writing by Purchaser by the deadline therefor, Purchaser may withhold further performance under this Agreement and, if Purchaser has full performed its obligations under this Agreement due prior thereto and the Seller’s conditions precedent specified in Section 14 hereof have been satisfied or before the Outside Date have been waived in writing by Seller (the “Unsatisfied other than any further performance by Purchaser Condition”being withheld pursuant to this sentence), then Purchaser shall have the right to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such notice, Purchaser may elect (i) to extend the Outside Date for declare a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities default under this Section 7.03(a), the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwise21 hereof.

Purchaser’s Conditions Precedent. In The following shall be -------------------------------- conditions precedent to Purchaser's obligation to consummate the event that purchase and sale transaction contemplated herein with respect to each Property (the "PURCHASER'S CONDITIONS PRECEDENT"): (i) Neither Purchaser nor Seller shall have validly terminated this Agreement. (ii) Title Company shall stand ready to issue at the Closing an ALTA extended coverage Owner's Policy of Title Insurance with liability in the full amount of the Allocated Purchase Price, subject only to the Permitted Exceptions (the "TITLE POLICY"), insuring Purchaser's interest in the Property, dated the day of the Closing. (iii) There shall exist no material breach of any of Seller's representations and warranties set forth in Section 6 or any other material --------- obligation of Seller hereunder as of the Purchaser’s Conditions Precedent Closing. (iv) Seller shall have not been satisfied on or before delivered to the Outside Date Escrow Company the items described in Section 13. ---------- (the “Unsatisfied Purchaser Condition”), then v) Purchaser shall have received, at least three (3) Business Days prior to the right Closing, estoppel certificates substantially in the form of Exhibit L-1 attached hereto executed by tenants of the Improvements (the ----------- "TENANT ESTOPPEL CERTIFICATES") occupying a total of at least eighty-five percent (85%) of the space which is leased as of the Execution Date for each Property, which Estoppel Certificates do not materially and adversely differ from information contained in the Due Diligence Materials; provided, -------- however, that if the form of estoppel certificate attached hereto as ------- Exhibit L-1 requests information in addition to give notice or different than that ----------- required to Sellersbe given pursuant to a tenant's Lease, this condition will be satisfied for such tenant if such tenant executes an estoppel certificate in the form or containing only such information required pursuant to its Lease. If Seller is unable to obtain a Tenant Estoppel Certificate from a sufficient number of tenants at any Property to satisfy the percentage set forth above, then, in lieu thereof, Seller may elect, in its sole and absolute discretion, to satisfy such condition by providing to Purchaser a certificate in the form of Exhibit L-2 attached hereto (the "SELLER ----------- CERTIFICATE") so that for each Property Purchaser receives Tenant Estoppel Certificates and Seller Certificates for at least eighty-five percent (85%) of such leased area; provided, however, that if, after the Closing, Seller -------- ------- delivers to Purchaser a Tenant Estoppel Certificate from a tenant for whom Seller executed a Seller Certificate at the Closing, then such Seller Certificate shall be of no force or effect and Seller shall be released from the Seller Certificate. Any action, suit or proceeding with respect to the truth, accuracy or completeness of such Seller Certificate shall be commenced, if at all, on or before the Outside Datedate which is twelve (12) months after the date of the Closing and, if not commenced on or before such date, thereafter shall be void and of each Unsatisfied no force or effect. The conditions set forth in this Section 11(a) are solely for the benefit of ------------- Purchaser Condition that and may be waived only by Purchaser. Purchaser asserts has not been satisfied or be deemed to have waived its right to object. In such noticeshall, Purchaser may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered at all times prior to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extension, then, provided that Purchaser is not then in material breach of any provision termination of this Agreement, Purchaser shall have the right, upon notice right to Sellers, to terminate this Agreement with respect to all Facilities. In the event waive any of a termination of this Agreement with respect to all Facilities under this Section 7.03(a), the Deposit shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereunder, whether pursuant to Section 11.01 or otherwisethese conditions.

Purchaser’s Conditions Precedent. In The Offer is subject to the event Purchaser satisfying or waiving the following conditions precedent in its sole, absolute and unfettered discretion (the “Purchaser’s Conditions Precedent”) on or before the first business day that is ( ) DAYS after acceptance of the Offer (the “Subject Removal Date”): (a) On or before the Subject Removal Date, the Purchaser will have completed its due diligence searches and investigation into (the Lands, the Building, the Leases) and all other matters it deems relevant and, after such investigation, the Purchaser, in its sole discretion, will be satisfied as to the results of its investigation; and (b) Subject to the Purchaser conducting and approving a complete feasibility study regarding to the property and proposed developments. The study includes but not limited to zoning, environmental, engineering, physical and geotechnical condition of the property as well as leases and financial statements if any. The Purchaser agrees that during this period, the buyer, his employees, consultants, agents and advisors, upon a reasonable notice, are able to enter to the land and have access to the premises for the purpose of carrying out such reasonable tests, studies, surveys and inspections. The Vendor agrees to fully cooperate with the Buyer in carrying out such tests, studies, surveys and inspections at Purchaser’s cost. (c) The Vendor will sign 'Owner Authorization' forms in case of necessity to facilitate such applications and paperwork within 48 hours of written request. All costs associated with the rezoning and development process are at the sole expense of the Purchaser for the above noted property. The Purchaser’s Conditions Precedent are for the sole benefit of the Purchaser. The Purchaser has the right to waive any of the Purchaser’s Conditions Precedent at its sole discretion within the time stipulated. If the Purchaser fails to notify the Vendor, in writing that the Purchaser’s Conditions Precedent have not been satisfied on or before the Outside Date (the “Unsatisfied Purchaser Condition”), then Purchaser shall have the right to give notice to Sellers, on or before the Outside Date, of each Unsatisfied Purchaser Condition that Purchaser asserts has not been satisfied or waived within the time specified or by such time as may be deemed subsequently agreed to have waived its right to object. In such notice, by the Purchaser may elect (i) to extend the Outside Date for a reasonable period of time (not to exceed thirty (30) calendar days) to allow Sellers to satisfy the Unsatisfied Purchaser Condition; or (ii) to waive such Unsatisfied Purchaser Condition in a writing delivered to the Escrow Agent and Sellers and proceed to the Closing as contemplated hereunder. In the event that Purchaser has elected to extend the Outside Date and the Unsatisfied Purchaser Condition remains unsatisfied upon the expiration of such extensionVendor in writing, then, provided that Purchaser is not then in material breach of any provision of this Agreement, Purchaser shall have the right, upon notice to Sellers, to terminate this Agreement with respect to all Facilities. In the event of a termination of this Agreement with respect to all Facilities under this Section 7.03(a)Offer will become null and void, the Deposit with accrued interest will be returned in its entirety to the Purchaser and thereafter, neither party shall be reimbursed to Purchaser, after which neither Sellers nor Purchaser will have any further rights or obligations hereundercontinuing obligation to the other under this Offer (except as otherwise specifically provided for in this Offer) In consideration of the $10.00 non-refundable to be paid by the Purchaser to the Vendor as part of the Deposit, whether pursuant the receipt and sufficiency of such consideration is hereby acknowledged by the Vendor, the Vendor agrees not to Section 11.01 or otherwiserevoke its acceptance of the Offer while it remains subject to the Purchaser’s Conditions Precedent.