Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. The obligation of the Purchaser to accept the Consideration Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement.

Purchaser’s Conditions. (1) The obligation of the Purchaser to accept the Consideration Units shall be subject obliged to complete the satisfaction on or prior to the Closing Date of Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Date (any or each of which conditions precedent is acknowledged to be for the exclusive benefit of the Purchaser): a) all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained each of the Vendors made in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of at the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and with the same effect as of the Closing Date, in each case as though if made at and as of the Closing Date (except that as those representations and warranties made as may be affected by events or transactions (i) expressly permitted by this Agreement, (ii) that do not have a Materially Adverse Effect and arise in the Ordinary Course of a specific date the Business, or (iii) approved in writing by the Purchaser); b) the Vendors shall be required have complied with or performed all of the obligations, covenants and agreements under this Agreement to be true and correct as complied with or performed by the Vendors or either of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” them at or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of before the Closing Date), including the Vendors' Closing deliveries specified in Section 3.2, to the satisfaction of the Purchaser, acting reasonably; (c) Buckeye shall have filed with all Approvals required from all relevant Governmental Authorities to permit the NYSE a supplemental listing application to list completion of the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE Transactions shall have been received by Buckeye with respect obtained, if any; d) all third party Approvals (except as described in Schedule 3.4(d) shall have been obtained, in each case in form and substance satisfactory to the LP UnitsPurchaser, acting reasonably; (e) The Partnership all documentation relating to the Transactions is satisfactory to the Purchaser, acting reasonably; f) there shall be no injunction or restraining order issued preventing, and no pending or threatened Claim, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement Amendment or the completion of the Transactions is improper or would give rise to a Claim under any Applicable Law; g) Stephane Dube shall have duly executed and delivered the Xxxxoyment Agreement; h) Mr. Mathieu Dube and Mrs. Christiane Dube shall have delivered a xxxx and fxxxx xxxxxxx xx xxx Purchaser and the Corporation, subject to the payment of the amount owed by the Purchaser to Mr. Mathieu Dube and Mrs. Christiane Dube under thx Xxxxxxxxxxx Xxtter; x) xxx Distribution Agreement dated March 24, 2004 among Pure Water Technologies Inc. and Bi-Eau Pure shall have been terminated; j) the Vendors and the other parties to the Non-Competition Agreements (other than the Purchaser and the Corporation) shall have executed and delivered those agreements; k) the Corporation shall have completed the Reorganization in form and substance satisfactory to the Purchaser; l) the Corporation shall be the registered and beneficial owner of, and have good and marketable title to, the Immovable Property, free and clear of any Encumbrances except for Permitted Encumbrances; m) Gestion Leroux shall have obtained full and final release of all Xxxxmbrances affecting its Purchased Shares, as more fully described in Schedule 4.1(5). (2) If any of the conditions in this Section 3.4(1) shall not be satisfied or fulfilled in full force; (f) Buckeye shall have deliveredat or before the Closing Date to the satisfaction of the Purchaser, acting reasonably, the Purchaser in its sole discretion may, without limiting any rights or caused to be delivered, remedies available to the Purchaser at the Closinglaw or in equity, Buckeye’s closing deliveries described either: a) terminate this Agreement by notice in Section 2.6writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Montarvixxx, Xxxxxx, Canada, J3V 0X0, xxxxxx xxxx xxxxxxx xx xxx xxxxxxxxxxx xxxxxxxxx xx Xxxxxxxx 6.1 and 6.2 which shall survive that termination; andor (gb) The execution and delivery waive compliance with any such condition in whole or in part by Buckeye notice in writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Moxxxxxxxxx, Xxxbec, Xxxxxx, X0X 0X0, xxxxxx xxxx xx xxxx xxxxxx xxxxx xxxxxxx xx x xxxxxx of the Registration Rights Agreementany other condition.

Purchaser’s Conditions. The Purchaser's obligation of to proceed with the Purchaser to accept the Consideration Units shall be Closing is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writingsatisfaction, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, of the following conditions which shall be deemed satisfied upon the occurrence of Closing: (i) the representations and warranties of Sellers set forth in each case this Agreement shall be true and correct, in all material respects, (except to the extent such representations and warranties speak as of an earlier date) as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date)Closing; (cii) Buckeye Sellers shall have filed with performed, in all material respects, the NYSE a supplemental listing application covenants and agreements which Sellers were required to list perform or satisfy at or prior to the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B UnitsClosing; (diii) No notice except for matters not customarily and appropriately obtained prior to the Closing, Purchaser shall have received evidence, in form reasonably satisfactory to its counsel, that all permits, consents, approvals, licenses, qualifications, and orders required by any governmental authority, or the terms of delisting any of the Subject Interests, to be obtained have been obtained or waived; (iv) there shall be no action or proceeding pending or threatened before a court, arbitrator or governmental authority seeking to restrain or prohibit the consummation of the transaction contemplated by this Agreement or to obtain substantial damages from the NYSE Purchaser related to this Agreement; (v) all Title Defects asserted in any Title Defect Notice shall have been received (A) cured, (B) resolved pursuant to Section 5(e) or (C) waived in writing by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6Purchaser; and (gvi) The execution and delivery by Buckeye since the Effective Date, there shall have been no material adverse change in the condition of the Registration Rights AgreementSubject Leases, the Subject Lease Equipment or the Subject Pipeline Equipment, except depletion through normal production within authorized allowables, changes in rates of production that occur in the ordinary course of operation of the Subject Leases, and depreciation of the Subject Lease Equipment and the Subject Pipeline Equipment through ordinary wear and tear.

Purchaser’s Conditions. The obligation of the Purchaser to accept the Consideration Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15December 18, 20112010, and will not be required to be true and correct as of the Closing Date); (c) Buckeye The NYSE shall have filed with authorized, upon official notice of issuance, the NYSE a supplemental listing application to list of the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are issuable upon conversion of Class B UnitsUnits (as set forth in the Partnership Agreement Amendment); (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment Amendment, in substantially the form attached as Exhibit A to this Agreement, shall have been duly adopted and be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement.

Purchaser’s Conditions. The obligation of the Purchaser to accept purchase Vendor’s interest in and to the Consideration Units shall be Assets is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) Vendor herein contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made as at and as of the Closing Date Time; (except that representations and warranties made as b) all obligations of a specific date shall be required Vendor contained in this Agreement to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” performed prior to or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of at the Closing Date)Time shall have been timely performed in all material respects; (c) Buckeye from the date hereof to the Closing Time, the Assets, considered in the aggregate, shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units;suffered no material adverse damage or change; and (d) No notice of delisting from the NYSE Vendor shall have been received by Buckeye with respect delivered to Purchaser at or prior to the LP UnitsClosing Time: (i) discharges of, or no interest letters in respect of, any security held by any Third Party encumbering Vendor’s interest in and to the Assets or any part or portion thereof, which discharges were requested by Purchaser a reasonable time prior to the Closing Time; (eii) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, the written consent of Cenovus Energy Inc. to the Purchaser at assignment of the Closing, Buckeye’s closing deliveries described in Section 2.6rights and obligations of Vendor under and by virtue of the Net Royalty Agreement; and (giii) The execution and delivery by Buckeye a Notice of Assignment in respect of the Registration Rights assignment of the rights and obligations of Vendor under and by virtue of the Net Royalty Agreement, executed by Vendor. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser by the Closing Time, Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor, provided that Purchaser shall not be permitted to exercise or purport to exercise any right of termination pursuant to this section 3.2 if the event or circumstances giving rise to such right is due to a Purchaser Default. If Purchaser rescinds this Agreement, Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in section 11.14, and the Deposit shall be governed in accordance with section 2.7(d).

Purchaser’s Conditions. (a) The obligation of the Purchaser to accept complete the Consideration Units shall be Transaction and purchase the Assets from Vendor is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The the representations and warranties of Buckeye (A) Vendor set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye Clause 5.1 shall be true and correct in all material respects when made and as of the Closing DateTime, unless some other time is specified, and all obligations and covenants of Vendor in each case this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects, (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) the Competition Act Approval shall have been obtained without conditions; (v) the TSXV Approval shall have been obtained without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion; and (vi) no material change to the Assets, except as though made at shall have been consented to in writing by the Purchaser, shall have occurred between the execution of this Agreement and as of the Closing Date (except which would materially or adversely affect the value of the Assets and Vendor shall have delivered to Purchaser an Officer's Certificate to that representations and warranties made as effect at Closing, provided that neither a decrease in the market price of a specific date any Petroleum Substances, changes in the reservoir, nor production of Petroleum Substances in the ordinary course of business shall be required to be true and correct as considered substantial damage for the purposes of such date only, it being expressly understood and agreed that representations and warranties made “As this subclause. (b) If any of the date hereof” conditions precedent Clause 3.1(a) have not been satisfied, complied with or “As of the date of this Agreement”, waived by Purchaser at or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of before the Closing Date)Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time stating the reason for termination; (c) Buckeye Following any termination of this Agreement by Purchaser pursuant to Clause 3.1: (i) Vendor and Purchaser shall have filed with forthwith instruct Vendor's Solicitors to return the NYSE a supplemental listing application Cash Deposit and Deposit Interest, and to list deliver the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B UnitsNon-Cash Deposit, to Purchaser; (dii) No notice of delisting Purchaser and Vendor shall be released and discharged from the NYSE shall have been received by Buckeye with respect to the LP Units; (efurther performance of any duties or obligations under this Agreement, except as provided in this Clause 3.1(c) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6and Clauses 11.2 and 12.11; and (giii) The execution Purchaser shall have no Claim against Vendor under this Agreement or in connection with the Assets or otherwise in connection with the Transaction or the termination of this Agreement, other than pursuant to Clauses 11.2 and delivery by Buckeye 12.11, and Purchaser's sole and exclusive right and recourse against Vendor shall be limited to the refund of the Registration Rights AgreementDeposit and the Deposit Interest.

Purchaser’s Conditions. The (a) Subject to Clause 3.1(b), the obligation of the Purchaser to accept purchase Vendor's interest in and to the Consideration Units shall be Shares is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The the representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) Vendor herein contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing DateTime and all obligations and covenants of Vendor to be performed prior to or at the Closing Time (other than in respect to the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been timely performed in each case all material respects; (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any of the transactions contemplated hereby which have not been vacated prior to the Closing Time; and (iv) Purchaser shall have received the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as though made set out in this Agreement, at or before the Closing Time on terms and conditions satisfactory to Purchaser acting reasonably. (b) If the condition precedent set out in Clause 3.1(a)(i) has not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then, at or before the Closing Time Purchaser may give Vendor notice setting forth which specific representations and warranties were not true in all material respects or which specific obligations and covenants were not timely performed in all material respects, including details of how such representations and warranties were not true or such obligations and covenants were not timely performed. If Purchaser fails to provide such notice in respect of any representations and warranties that were not true in all material respects or any obligations and covenants that were not timely performed in all material respects, then Purchaser shall be deemed to have waived the condition precedent in Clause 3.1(a)(i) in respect to those representations, warranties, obligations and covenants. If the direct consequence of the applicable representations and warranties not being true in all material respect or the applicable obligations and covenants not being timely performed in all material respects for which Purchaser has duly given such notice to Vendor reasonably would be expected to give rise to aggregate Losses and Liabilities for Vendor, KEL Amalco or any Acquired Entity after Closing of: (i) up to , then the condition precedent in Clause 3.1(a)(i) shall be deemed to have been satisfied prior to the Closing Time; (ii) more than but less than or equal to then, for the purposes of Closing, the condition precedent in Clause 3.1(a)(i) shall be deemed to have been satisfied prior to the Closing Time, but following Closing Purchaser shall be entitled to an equitable adjustment to the Purchase Price to compensate it for the expected Losses and Liabilities that are more than but less than or equal to and that reasonably would be expected to arise as a direct consequence of the applicable representations and warranties not being true in all material respect or the applicable obligations and covenants not being timely performed in all material respects. If the Parties cannot agree on the amount of such equitable Purchase Price adjustment within 45 days following Closing, then either Party may require that the matter be resolved by arbitration as provided in Clause 14.5(c). If any of the applicable representations and warranties are corrected or the applicable obligations and covenants performed after Closing, then any such expected Losses and Liabilities associated with such representations, warranties, obligations or covenants shall be excluded from consideration in reaching such equitable Purchase Price adjustment; or (iii) more than , then, subject to Clause 3.1(d), Purchaser may terminate this Agreement by notice to Vendor immediately prior to the Closing Time. (c) If any of the conditions precedent set out in Clauses 3.1(a)(ii), (iii) and (iv) has not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then, subject to Clause 3.1(d), Purchaser may terminate this Agreement by written notice to Vendor immediately prior to the Closing Time. (d) If, prior to the Closing Time on the Closing Date (except that representations and warranties made as determined without reference to this Clause 3.1(d)), as a consequence of a specific date any of the conditions precedent set out in Clause 3.1(a) not having been satisfied, complied with or waived by Purchaser, Purchaser would otherwise be entitled to terminate this Agreement immediately prior to the Closing Time as provided in Clause 3.1(b)(iii) or (c), then the Closing Date shall be required to be true and correct as of such date onlyextended, it being expressly understood and agreed that representations and warranties made “As of without any further actions by the date hereof” or “As of the date of this Agreement”Parties, or a similar phraseuntil December 30, are made as of February 15, 20112005, and will not during such extension Vendor shall use its commercially reasonable efforts to satisfy or comply with such conditions precedent. The Closing Date may be required to be true and correct as further extended only by the written agreement of both Parties. If the Closing Date has been extended pursuant to this Clause 3.1(d), then on such extended Closing Date); , Clauses 3.1(b)(iii) and (c) Buckeye shall have filed with be read without the NYSE a supplemental listing application cross-references to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement.this Clause 3.1

Purchaser’s Conditions. The obligation obligations of the Purchaser to accept complete the Consideration Units shall Transaction will be subject to the satisfaction of, or compliance with, on or prior to before the Closing Date of Date, each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (a) Buckeye shall have performed the representations and complied warranties of the Shareholders and the Company made in Sections 4.1 and 4.2 will be true and correct in all material respects at Closing and with the covenants same effect as if made at and agreements contained as of Closing, and the Purchaser will have received a certificate executed by each of the Shareholders and the Company certifying that the representations and warranties of such Person made in this Agreement that Sections 4.1 and 4.2 are required to be performed true and complied with by Buckeye on or prior to correct as at the Closing Date; (b) (i) The representations the Shareholders and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 the Company will have performed and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as complied with all of the Closing Date obligations, covenants and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required agreements to be true performed and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of complied with by them under this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with if and as required by Applicable Law or by any applicable stock exchange, approval of the NYSE a supplemental listing application to list Transaction by the LP Units issued pursuant hereto and shareholders of the LP Units underlying those Consideration Units that are Class B UnitsPurchaser; (d) No notice approval of delisting from the NYSE shall have been received Transaction by Buckeye with respect to the LP Unitsany applicable stock exchange, if required; (e) The Partnership Agreement Amendment shall no Material Adverse Effect will have be in full forceoccurred with respect to the Company; (f) Buckeye shall no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction contemplated by this Agreement and no action or proceeding will have delivered, been instituted or caused be pending before any court or administrative tribunal to be delivered, restrain or prohibit the Transaction among the parties contemplated by this Agreement; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Shareholders, the Company or their directors or officers will have been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser at after giving effect to the Closing, Buckeye’s closing deliveries Transaction; (h) the officers and directors of the Purchaser and the Company will be as described in Section 2.62.7; and (gi) the Purchaser will have received from the Shareholders and the Company the documentation set forth in Sections 3.2 and 3.5. The execution and delivery by Buckeye conditions set forth in this Section 3.3 are for the exclusive benefit of the Registration Rights Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Purchaser will not prejudice or affect in any way the rights of the Purchaser in respect of the representations and warranties of the Shareholders or the Company in this Agreement, and the representations and warranties of the Shareholders and the Company in this Agreement will survive the Closing for the applicable period set out in Section 4.5.

Purchaser’s Conditions. The In addition to the condition contained in Section 5.01 hereof, the obligation of the Purchaser to accept purchase the Consideration Units shall be Purchased Assets as contemplated in this Agreement is subject to the satisfaction on or prior to conditions stated below which arc for the Closing Date of each exclusive benefit of the following conditions (Purchaser and all or any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and Purchaser. If any condition is not satisfied as of the Closing Date, or at such earlier date as is specified, the Purchaser may at its sole discretion terminate this Agreement: (a) all representations and warranties of the Vendor contained in each case as though made at and this Agreement shall be true in all material respects as of the Closing Date (except that representations with the same effect as though made on and warranties made as of that date; (b) the Parent shall have provided a specific date shall be required letter consenting to be true the Transactions in form and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of substance acceptable to the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date)Purchaser acting reasonably; (c) Buckeye the Vendor shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto performed all of its covenants and the LP Units underlying those Consideration Units that are Class B Unitspre-closing obligations under this Agreement; (d) No notice of delisting from the NYSE Vendor shall have delivered to the Purchaser the documents listed in Sections 8.02 and 8.06 and such documents shall have been received by Buckeye with respect to the LP Unitsreleased from escrow; (e) The Partnership Agreement Amendment apart from the claim by Continental in the Continental Inventory in Possession and except as otherwise provided in this Article 5 with respect to Appeal Proceedings, there shall have be in full force;no legal proceedings, either threatened or commenced by any Person against the Vendor or the Purchaser concerning this Agreement, the Purchased Assets or any other matter relating or pertaining thereto and there shall be no stay order, injunction or restraining order, judicial or administrative, issued by any Person enjoining or preventing the Vendor or the Purchaser from completing the Transactions; and (f) Buckeye the Vendor shall have deliveredundertake to file, or caused cause to be deliveredfiled, with the Court such certificate as may be necessary to render the Purchaser at the Closing, Buckeye’s closing deliveries described Approval and Vesting Order effective in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreementaccordance with its terms.

Purchaser’s Conditions. The obligation obligations of the Purchaser to accept complete the Consideration Units purchase of the Assets shall be subject to the satisfaction on of, or prior to compliance with, at or before the Closing Date of Time, each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (a) Buckeye shall have performed Truth and complied with Accuracy of Representations of the Vendor at Closing - The representations and warranties of the Vendor contained in this Agreement are true and correct and the covenants and agreements contained in this Agreement that are required of the Vendor to be performed and complied with by Buckeye on or prior before the Closing Date pursuant to the Closing Dateterms of this Agreement have been duly performed; (b) (i) The representations Absence of Injunction - No Law or Governmental Order by any Governmental Authority, nor any Order of any court under any Applicable Law nor any Legal Proceeding or Action, shall have been entered, issued or commenced which is in effect or is outstanding and warranties has the effect, or seeks an Order having the effect, of Buckeye (A) set forth in Sections 3.1making the sale of the Assets to the Purchaser illegal, 3.2 and 3.5 and (B) contained or otherwise prohibiting consummation thereof or of any of the other transactions contemplated in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye Consents Obtained - The Purchaser where applicable, shall have filed with obtained all consents of Government Authorities, the NYSE a supplemental listing application TSX-V and of all Persons, as are required, including shareholder approval to list the LP Units issued pursuant hereto and creation of the LP Units underlying those Consideration Units that are Class B UnitsPreferred Shares, to permit the completion of the transactions contemplated in this Agreement; (d) Absence of Change of Conditions - No notice of delisting from the NYSE event shall have occurred or condition or situation shall have arisen or legislation (whether by statute, rule, regulation, by-law or otherwise) shall have been received by Buckeye with respect introduced which might reasonably be expected to have a materially adverse effect upon the LP UnitsAssets; (e) Approval of the Board of Directors - The Partnership approval of the Board of Directors of the Purchaser to complete the purchase of the Assets on the terms and conditions of this Agreement Amendment shall have be in full forcebeen obtained; (f) Buckeye Closing Documentation - The Purchaser shall have deliveredreceived from the Vendor the closing documentation listed in Article 9.2 of this Agreement; (g) Absence of Damages - No damage, destruction or loss to any Assets, whether owned, leased or licensed, that is not adequately covered by the Purchaser's insurance, and no damage, destruction or loss to any Assets where the cost of repairing or replacing all such Assets exceeds $50,000 in total, shall have occurred other than as caused to be delivered, to by the Purchaser and those for whom it is at the Closing, Buckeye’s closing deliveries described in Section 2.6law responsible; and (gh) The execution Registrations and delivery by Buckeye Consents- Purchaser shall have confirmed that it has made all public record filings and registrations for the transfer of the Registration Rights Properties that are contemplated by this Agreement. The Purchaser will act with due haste in making all such registrations. The Vendor and the Purchaser will cooperate in order that the registrations and filings contemplated in Sections 7.1(h) and 8.1(e) are filed and/or registered, as the case may be, consecutively in the following order: (a) transfer of the Properties; (b) notice of Royalty Agreement; (c) Mortgage; and (d) the Section 118 Restriction.

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration Units shall be transactions herein contemplated is subject to the satisfaction fulfillment of each of the following conditions precedent at the times stipulated: (a) that the representations and warranties of the Vendor contained herein are materially true and correct on and as at the Closing Date with the same force and effect as if such representations and warranties were made as at the Closing Date, except as may be in writing disclosed to and approved or waived by the Purchaser; (b) that all the terms, covenants, conditions, agreements, and obligations hereunder on the part of the Vendor to be performed or complied with at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have been performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to as at the Closing Date; (bc) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality no legal or a Material Adverse Effect regulatory action or proceeding shall be true pending or threatened by any person to enjoin, restrict or prohibit the purchase and correct when made and as sale of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B UnitsShares contemplated hereby; (d) No notice of delisting from that at the NYSE Closing Date, there shall have been received obtained from all appropriate federal, provincial, municipal or other governmental or administrative bodies such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required to be obtained by Buckeye the Vendor to permit the change of ownership of the Shares contemplated hereby, and all notices, consents and approvals with respect to the LP Unitstransfer or assignment of the Agreements have been obtained; (e) The Partnership Agreement Amendment that at the Closing Date, the parties shall have obtained the consents described in Section 7.3 of this Agreement, in each case in form and substance satisfactory to the Purchaser, acting reasonably. The foregoing conditions of this Section 8.1 are for the exclusive benefit of the Purchaser and may be waived in full force; (f) Buckeye shall have delivered, whole or caused to be delivered, to in part by the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreementany time.

Purchaser’s Conditions. The obligation of the Purchaser to accept purchase Vendor's interest in and to the Consideration Units shall be Assets is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by the Purchaser in writing, in whole or in part, part by Purchaser by written notice to the extent permitted by applicable Law):Vendor at or before Closing: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) Vendor contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye Section 5.1 shall be true and correct in all material respects when made and as of the Closing Date, in each case Date with the same effect as though made at and as of the Closing Date such date (except that representations where the representation and warranties made as of warranty is already qualified by a specific date threshold or materiality in which case such representation and warranty shall be required to be true and correct as in all respects); (b) Vendor shall have performed or complied in all material respects with all of such date onlyits obligations, it being expressly understood covenants and agreed that representations and warranties made “As of the date hereof” or “As of the date of agreements contained in this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required Agreement to be true performed or complied with by Vendor at or prior to Closing, including those set forth in Section 3.1 (except where the obligation, covenant and correct as of the Closing Dateagreement is already qualified by a threshold or materiality in which case such obligation, covenant and agreement shall be performed or complied with in all respects); (c) Buckeye at the time Closing occurs, no Claim shall have filed be pending before any Governmental Authority seeking to restrain or prohibit the purchase and sale of the Assets contemplated hereby or to obtain material damages or other relief in connection with the NYSE a supplemental listing application to list consummation of the LP Units issued pursuant hereto and Transaction, excluding Claims in respect of the LP Units underlying those Consideration Units that are Class B UnitsRights of First Refusal; (d) No notice of delisting from the NYSE Competition Act Approval shall have been received by Buckeye with respect granted on terms satisfactory to the LP Units;Purchaser, acting reasonably, and shall be in full force and effect; and (e) The Partnership Agreement Amendment shall have be Vendor's Liability Management Rating in full force; (f) Buckeye shall have delivered, or caused to be delivered, regards to the Purchaser at Assets on completion of the ClosingTransaction will be greater than or equal to [Redaction - Number]. Nothing in this Agreement shall make Purchaser's obligation to complete the Transaction, Buckeye’s closing deliveries described including Purchaser's obligation to make payments referred to in Section 2.6; and (g) The execution and delivery by Buckeye of 2.5 on a timely basis, conditional on Purchaser's being able to obtain or complete any financing for the Registration Rights AgreementTransaction.

Purchaser’s Conditions. The following are conditions precedent to Purchaser’s obligation to consummate the transaction contemplated by this Agreement: (i) Title Company shall have unconditionally committed to issue, upon the sole condition of the Purchaser payment of its regularly scheduled premium together with any additional premium required to accept issue the Consideration Units endorsements described below, an ALTA extended coverage Owner’s Policy of Title Insurance, with California CLTA endorsement nos. 100 (modified for an owner’s policy), 110.1 (modifying the policy form to eliminate any coinsurance provisions and any bankruptcy, insolvency and creditors’ rights exclusions from coverage), 116.1, 116.4, and any other endorsements as shall be subject agreed by Purchaser and Title Company in writing, insuring that title to the satisfaction Real Property is vested of record in Purchaser on or prior to the Closing Date of each subject only to the printed conditions and the Permitted Title Exceptions (the “Title Policy”); (ii) Seller shall have timely performed, in all material respects, all of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are obligations required to be performed and complied with by Buckeye on Seller by the terms of this Agreement at or prior to the Closing Date; (biii) (i) The All representations and warranties of Buckeye (A) Seller set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct correct, in all material respects when made and respects, as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (civ) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye Seller shall have delivered, or caused to be delivered, to Title Company Seller’s Closing Documents and any other items required to be delivered by Seller pursuant to the Purchaser at provisions of Section 9; (v) Seller shall have caused the Management Agreement to be terminated as of the Closing, Buckeye’s closing deliveries described in Section 2.6; and (gvi) The execution and delivery by Buckeye Purchaser shall have received estoppel certificates dated no earlier than thirty (30) days prior to the Closing Date (each, an “Estoppel Certificate”) from each of the Registration Rights Agreementother parties to the (A) Declaration of Easements, (B) Chilled Water Agreements, (C) the Parking Agreements and (D) the Chilled Water Partial Assignment. The Estoppel Certificates shall be in the forms attached to this Agreement as Exhibits I-1, I-2, I-3 and I-4, in each case subject to (x) non-material modifications, (y) notations of items which constitute Permitted Exceptions or items which are the subject of proration under this Agreement and (c) modifications thereof disclosing or to conform the same to the Due Diligence Materials or any information set forth on Exhibit H. Seller shall have the right to postpone a scheduled Closing Date to a Business Day designated in a notice given to the other party not later than one Business Day prior to the scheduled Closing Date if the foregoing condition is not satisfied as of the scheduled Closing Date, provided that (1) Seller shall not have such right of extension if Seller’s failure to secure the Estoppel Certificates is based on Seller’s failure to pursue the Estoppel Certificates with due diligence prior to the Closing Date, (2) any such extension shall be for not more than 30 days and (3) during such extension period the parties shall exercise diligent efforts to pursue the receipt of the Estoppel Certificates.

Purchaser’s Conditions. (a) The obligation of the Purchaser to accept complete the Consideration Units shall be Transaction and purchase the Assets from Vendor is subject to the satisfaction on or prior to following conditions, which are inserted into and made part of this Agreement for the Closing Date exclusive benefit of each of the following conditions (any or all of which Purchaser and may be waived only by Purchaser except for those conditions not waivable by Purchaser: (i) the Purchaser being satisfied in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied all respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to results of its due diligence into the Closing DateAssets; (bii) (i) The the representations and warranties of Buckeye (A) Vendor set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye Section 5.1 shall be true and correct in all material respects when made and as of the Closing Dateor, in each case as though made at case, shall be true and correct in all material respects as of such other date or dates as specified therein, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Date (except that representations other than in respect of the agreements, certificates and warranties made as of a specific date shall be required other instruments and documents to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of delivered at the Closing Date)Date by Vendor pursuant to Section 4.1) shall have been performed or complied with in all material respects; (ciii) Buckeye the Assets shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Unitssuffered no Material Adverse Effect; (div) No notice of delisting from the NYSE Vendor shall have been received by Buckeye taken all steps as are necessary to assist Purchaser with respect assembling and preparing all materials required to submit the applicable Well, Facilities and Pipeline license transfer application to the LP UnitsAER; (ev) The Partnership Agreement Amendment Vendor shall have delivered to Purchaser an undertaking stating that it shall obtain all discharges, releases or no interest letters of any security held by any Third Party encumbering Vendor’s interest in and to the Assets or any part or portion thereof, within thirty (30) days of receipt of AER’s approval in relation to the LTAs as set forth in Section (vii) which shall be in full forcea form satisfactory to Purchaser; (fvi) Buckeye Purchaser shall have deliveredobtained all consents and approvals required in relation to the Transaction and the performance of its obligation under this Agreement (including the consents and approvals required from The Stock Exchange of Hong Kong Limited, or caused the Securities and Futures Commission of Hong Kong (if any) and the Purchaser’s parent company’s shareholders), whereby (A) the shareholders of the Purchaser’s parent company having passed the necessary resolutions approving the Transaction contemplated hereunder at a special meeting to be delivered, convened by the Purchaser’s parent company; and (B) The Stock Exchange of Hong Kong Limited having approved the Transaction either unconditionally or subject to such conditions to which both the Purchaser at and the Closing, Buckeye’s closing deliveries described Vendor shall reasonably accept; (vii) the approval from the AER in respect of the LTAs (as defined in Section 2.6; and (g4.4) The execution and delivery by Buckeye of the Registration Rights Agreement.having been duly obtained;

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye the Partnership on or prior to the Closing Date; (b) (i) The the representations and warranties of Buckeye the Partnership (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye the Partnership shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties expressly made in the text of such representation and warranty “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15April 9, 20112012, and will not be required to be true and correct as of the Closing Date); (c) Buckeye the NYSE shall have filed with authorized, upon official notice of issuance, the NYSE a supplemental listing application to list of the LP Common Units issued pursuant hereto and issuable upon conversion of the LP Units underlying those Consideration Units that are Class B Units, as set forth in Amendment No. 2 to the Partnership Agreement; (d) No no notice of delisting from the NYSE shall have been received by Buckeye the Partnership with respect to the LP Common Units; (e) The Partnership Agreement Amendment no Closing Material Adverse Effect shall have occurred and be in full forcecontinuing; (f) Buckeye Amendment No. 2 to the Partnership Agreement, in the form attached as Exhibit A to this Agreement shall have been duly adopted by and on behalf of the Partnership and be in full force and effect; (g) the Partnership shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeyethe Partnership’s closing deliveries described in Section 2.6; (h) the debt financing contemplated by the debt commitment letter between the Partnership and Royal Bank of Canada, in substantially the form provided to Riverstone prior to execution hereof, or substitute debt financing on terms and conditions that are not in the aggregate materially less favorable to the Partnership, shall have been consummated; and (gi) The the execution and delivery by Buckeye Partnership of the Registration Rights Agreement.

Purchaser’s Conditions. The (a) On or before 5:00 p.m. on the Purchaser’s Condition Date the Purchaser may conduct (subject to compliance with other relevant provisions of this Agreement) any investigations, inspections, reviews, tests and audits relating to the Subject Assets and all Property Information (including, without limitation, title to the Subject Assets and compliance with Applicable Laws) and the Transaction (collectively referred to herein as the “Due Diligence”) which the Purchaser deems necessary or desirable in its discretion. (b) Notwithstanding any other provisions of this Agreement, the obligation of the Purchaser to accept complete the Consideration Units shall be Transaction pursuant to this Agreement is subject to the satisfaction condition that the Purchaser is satisfied with the Due Diligence in its sole absolute discretion on or prior before 5:00 p.m. on the Purchaser’s Condition Date. The Purchaser shall be deemed not to be satisfied with the results of its Due Diligence unless it delivers to the Closing Vendor on or before 5:00 p.m. on the Purchaser’s Condition Date of each of a written notice in the following conditions form attached hereto (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements relevant details inserted therein) as Schedule E (the “Waiver Notice”) stating that it irrevocably waives the condition contained in this Agreement that are required Subsection 2.5(b). If the Purchaser fails to be performed and complied with by Buckeye on or give the Vendor the Waiver Notice prior to 5:00 p.m. on the Closing Purchaser’s Condition Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in then this Agreement that are qualified by materiality or a Material Adverse Effect shall automatically terminate at such time and, upon such termination, the Purchaser and the Vendor shall be true and correct when made and as of the Closing Date and (ii) released from all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date obligations under this Agreement (except that representations and warranties made as of a specific date shall be required for those obligations which are expressly stated to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of survive the date hereof” or “As of the date termination of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE Deposit and all interest earned thereon shall have been received by Buckeye with respect be returned to the LP Units; (e) The Partnership Agreement Amendment Purchaser. This provision shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to survive the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye termination of the Registration Rights this Agreement.

Purchaser’s Conditions. The Purchaser’s obligation of to consummate the Purchaser transactions contemplated in this Agreement and pay the Purchase Price and accept title to accept the Consideration Units Purchased Assets shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye precedent on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and to the reasonable satisfaction of Purchaser or the waiver thereof by Purchaser, which waiver shall be binding upon Purchaser only to the extent made in writing. 6.1.1 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; and 6.1.2 No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, or (ii) all other cause the transactions contemplated by this Agreement to be rescinded following consummation. 6.1.3 No material adverse effect shall have occurred as to any of the Facilities, any Seller, the Manager, or Xxxxxx X. Xxxxxxxx, Xx. 6.1.4 The representations and warranties of Buckeye Seller contained in this Agreement shall be true and correct complete in all material respects when made as of the Closing Date and Seller shall be in compliance in all material respects with the terms and provisions of this Agreement, in each case subject only to exceptions permitted by this Agreement. 6.1.5 Purchaser shall receive the Title Policy from the Title Company in form satisfactory to Purchaser. 6.1.6 Seller shall deliver, and/or shall cause Existing Landlord to deliver, to Purchaser or, if applicable, to Title Company to be held in escrow in accordance with the terms of this Agreement, on or before the Closing Date the following: (a) a special warranty deed in proper statutory form for recording, duly executed and acknowledged by Existing Landlord, sufficient to convey to Purchaser (or its designee) fee simple title to the applicable portion of the Real Property free of all liens and encumbrances other than the Permitted Liens, in substantially the applicable form annexed hereto as Exhibit B-1 through B-4 (collectively, the “Deeds”); provided however that if legal descriptions in any of the Surveys differ from those set forth on Schedule 2.1, then Seller will use its best efforts to also cause Existing Landlord to deliver quitclaim deed(s) containing the legal description from the applicable Survey(s); (b) a quit claim xxxx of sale from Existing Landlord in substantially the form annexed hereto as Exhibit C, and a xxxx of sale from each Seller in substantially the form annexed hereto as Exhibit C-1, each sufficient to convey to Purchaser (or its designee) the applicable portion of the Purchased Assets; (c) such title affidavits as may be reasonably required, in connection with the issuance of the Title Policy; (d) a Foreign Investment in Real Property Tax Act affidavit duly executed by Seller or Existing Landlord, as applicable, in substantially the form annexed hereto as Exhibit D; (e) a Form 1099 identifying Existing Landlord’s gross proceeds and Existing Landlord’s tax identification number, if required by the Title Company; (f) a certificate, in form and substance reasonably acceptable to Purchaser, of a duly authorized member or manager of Seller to the effect that the representations and warranties of Seller set forth in this Agreement are true and complete in all material respects on and as of the Closing Date, in each case as though made at Seller has complied with all covenants of Seller set forth herein, and as confirming the incumbency of the Closing Date person(s) executing this Agreement and the documents contemplated by this Agreement on behalf of Seller; (except that representations g) termination agreement with respect to the Existing Lease and warranties made with respect to any guarantees executed and/or security interests granted by or on behalf of SLC or Sublessees as security for the obligations of a specific date shall be SLC or Sublessees under the Existing Lease; (h) an original payoff statement duly executed by Existing Landlord with respect to the amount of any loans or obligations then-owing by Seller to Existing Landlord, and all documents required to be true release any and correct as of all liens on the Purchased Assets which are security for such date only, it being expressly understood and agreed that representations and warranties made “As obligations along with authorization to the Title Company to duly record/file the same; (i) an amendment to each of the date hereof” or “As Sublease and the Management Agreement to reflect the termination of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, Existing Lease and will not be required to be true and correct as the execution of the Closing DateNew Lease (as defined below); (cj) Buckeye shall have filed with a Lease Agreement between Purchaser and SLC (the NYSE a supplemental listing application to list “New Lease”) and all collateral/security documents contemplated by the LP Units issued pursuant hereto and terms of the LP Units underlying those Consideration Units that are Class B UnitsNew Lease (collectively, the “Lease Documents”); (dk) No notice a Loan Agreement between National Health Investors, Inc., as Lender and SLC, as Borrower and all collateral/security documents contemplated thereby (collectively, the “Loan Documents”); (l) a counterpart copy of delisting the Closing Statement signed by Existing Landlord and Seller; (m) an assignment of the Existing Purchase Option from the NYSE shall have been received by Buckeye SLC to Purchaser, together with any necessary ancillary documents or consents related thereto; (n) all encumbrances with respect to the LP Unitspersonal property, other than Permitted Liens shall have been released; (eo) The Partnership Agreement Amendment Seller shall have be in full force; (f) Buckeye shall have deliveredreceived all licenses, permits and approvals to operate the Facilities, or caused filed applicable notices or received applicable consents with respect to be deliveredthe transaction as the case may be, to operate the Purchaser at the Facilities after Closing (other than ABC licenses which shall not be a condition to Closing, Buckeye’s closing deliveries described in Section 2.6); and (gp) The execution and delivery by Buckeye of such other closing documents as Purchaser or the Registration Rights AgreementTitle Company may reasonably require.

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration Units purchase of the Securities at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (ai) Buckeye the Series E Preferred Stock Certificate of Designations shall have performed and complied been filed with the covenants Secretary of State of the State of Delaware and agreements contained shall remain in this Agreement full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that are required to be performed the Series E Preferred Stock Certificate of Designations has been filed and complied with by Buckeye on or prior to the Closing Dateis effective; (bii) the Series F Preferred Stock Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall remain in full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that the Series F Preferred Stock Certificate of Designations has been filed and is effective; (iiii) The the Renewed Rights Agreement shall have been amended to permit the issuance of the Securities (and any shares of Common Stock issuable upon exercise of the Warrants) without triggering the issuance of Series 4 Junior Participating Class C Preferred Stock; (iv) the representations and warranties of Buckeye (A) the Company set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye Article III shall be true and correct in all material respects when made (except for those representations and as of the Closing Datewarranties that are conditioned by materiality or Material Adverse Effect, which shall be true and correct in each case as though made at and all respects) as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only), it being expressly understood and agreed that except for any failure of such representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be so true and correct as of which has not had and would not reasonably be expected to have in the Closing Date)aggregate, a Material Adverse Effect; (cv) Buckeye the Company shall have filed complied in all material respects with its obligations under this Agreement to be performed on or prior to the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B UnitsClosing; (dvi) No notice of delisting from the NYSE shall have been received by Buckeye with respect to authorized, upon official notice of issuance, the LP Unitslisting of the Common Stock issuable upon exercise of the Warrants; (evii) The Partnership Agreement Amendment all approvals, consents, filings and waivers that are listed on Schedule 2.05(b)(vii) shall have be in full forcebeen received, and executed counterparts thereof shall have been delivered to the Purchaser at or prior to the Closing; (fviii) Buckeye the Company shall have delivered to the Purchaser a good standing certificate (or its equivalent) for the Company dated within five days prior to the Closing; (ix) the Company shall have delivered, or caused to be delivered, to the Purchaser at or prior to the Closing, BuckeyeClosing the Company’s closing deliveries described in Section 2.62.04(a); (x) there shall have occurred no Material Adverse Effect since December 31, 2014, except as set forth in the SEC Documents or the Disclosure Letter; (xi) no voluntary or involuntary proceeding for the reorganization, bankruptcy, dissolution or winding up of the Company or any of its Subsidiaries shall have occurred; (xii) prior to or simultaneously with the Closing, three designees of the Purchaser shall have been appointed to the Board of the Company in accordance with the Board Representation and Standstill Agreement; and (gxiii) The execution the Golsen Letter Agreement shall have been executed and delivery delivered by Buckeye of the Registration Rights AgreementGolsen Holders (as defined therein).

Purchaser’s Conditions. The obligation of the Purchaser to accept purchase the Consideration Units shall be Purchased Shares is subject to the satisfaction on following terms and conditions for the exclusive benefit of the Purchaser to be fulfilled and/or performed at or prior to the Closing Date Time of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Closing: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The covenants, representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) the Sellers contained in this Agreement that are qualified by materiality agreement or a Material Adverse Effect in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of and shall have been remade by the Sellers at the Time of Closing with the same force and effect as when they were made upon the full execution of this agreement and regardless of the date as of which the information in this agreement or any such date onlySchedule or certificate or document is given. The Purchaser shall have received at the Time of Closing a certificate of each Seller dated the Closing Date, it being expressly understood and agreed in form satisfactory to Purchaser's Counsel, to the effect that such covenants, representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, referred to above are made as of February 15, 2011, and will not be required to be true and correct remade as of the Closing DateDate with the same force and effect as when they were made upon the full execution of this agreement and regardless of the date as of which the information in this agreement or in any Schedule hereto or certificate or other document delivered to Purchaser pursuant hereto was given; provided that the acceptance of such certificate and the closing of the transactions contemplated herein provided for shall not be a waiver of the covenants, representations and warranties contained herein or in any Schedule hereto or in any certificate or document given pursuant to this agreement or in the certificate under this subsection (a), which covenants, representations and warranties shall continue in full force and effect as provided in Article 5; (b) the Sellers shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it and, where applicable, shall have supplied the Purchaser with satisfactory evidence of such compliance; (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units[Intentionally Omitted]; (d) No notice of delisting from at the NYSE Closing Date, there shall have been received by Buckeye no material adverse change in the affairs, assets, liabilities, financial condition, prospects or business (financial or otherwise) of the Corporation since the date of the Month Financial Statements other than with respect to the LP Unitscorporate taxes payable as contemplated herein; (e) The Partnership Agreement Amendment no substantial damage by fire or other hazard to the physical assets of the Corporation shall have be in full forceoccurred prior to the Time of Closing (whether or not covered by insurance); (f) Buckeye no legislation (whether by statute, by-law, regulation or otherwise) shall have deliveredbeen enacted or introduced which, in the opinion of the Purchaser, adversely affects or caused to be delivered, may adversely affect the operations and Business of the Corporation; (g) [Intentionally Omitted]; (h) the Sellers shall have provided the Purchaser with evidence satisfactory to the Purchaser of the obtaining of consents from and of the making of notice to any third parties as may be required in connection with the transactions contemplated hereby; (i) at or prior to the Time of Closing the Purchaser shall have received assurances satisfactory to Purchaser in its sole discretion that all liens and encumbrances on the assets and properties of the Corporation, other than items designated as a "permitted encumbrances" on Schedule 3.1(f) hereto shall have been released; (j) at the ClosingTime of Closing on the Closing Date, Buckeye’s closing deliveries described upon fulfillment of all of the other conditions set out in Section 2.6this Article 6 which have not been waived in writing by the applicable party, the Sellers shall deliver to the Purchaser: (i) certificates respecting all the Purchased Shares duly endorsed for transfer to the Purchaser and will cause transfers of such shares to be duly and regularly recorded in the name of the Purchaser on the books and records of the Corporation; (ii) good standing certificates and tax goods standing certificates for the Corporation from the Commonwealth of Pennsylvania as well as evidence reasonably satisfactory to Purchaser that the Corporation has submitted or is prepared to submit the materials necessary to become qualified to do business in the Commonwealth of Massachusetts; (iii) certified copies of the articles of incorporation and by-laws of the Corporation; (iv) an opinion of Sellers' Counsel reasonably satisfactory to Purchaser's counsel; (v) copies of all Leases and Contracts not previously delivered to Purchaser; (vi) resignations and releases of all directors and officers of the Corporation in forms acceptable to Purchaser; (vii) the corporate seals of the Corporation and all corporate records and books of account of the Corporation, including without limiting the generality of the foregoing, the minute books, share register books, share certificate books and annual reports; and (gviii) Invention Assignments executed by each of the Development Employees and Agents of the Corporation; (ix) The execution and delivery Employment Agreements executed by Buckeye each of the Registration Rights Agreement.Sellers and Purchaser's standard "work for hire" and confidentiality agreements executed by each of Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx; (x) an appropriate termination of any shareholders agreement of the Corporation in a form reasonably acceptable to Purchaser;

Purchaser’s Conditions. (a) The obligation of the Purchaser to accept complete the Consideration Units shall be Transaction and purchase the Assets from Vendor is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants exception of those matters set forth in Sections 3.1(a)(iii) and agreements contained in this Agreement that are required to 3.1(a)(vi) which cannot be performed and complied with by Buckeye on or prior to the Closing Date;waived: (b) (i) The the representations and warranties of Buckeye Vendor set forth in Clause 5.1: (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made as of the date of this Agreement; and (B) shall be true and correct in all material respects as of the Closing Date, or, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date case, shall be required to be true and correct in all material respects as of such other date onlyor dates as may be specified therein, it being expressly understood and agreed all obligations and covenants of Vendor in this Agreement that representations and warranties made “As are to be performed or complied with prior to or at the Closing Time (other than in respect of the date hereof” or “As of the date of this Agreement”agreements, or a similar phrase, are made as of February 15, 2011, certificates and will not be required other instruments and documents to be true and correct as of delivered at the Closing Date)Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects; (cii) Buckeye at the Closing Time, Vendor shall have filed with duly delivered the NYSE a supplemental listing application agreements, certificates and other instruments and documents required pursuant to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B UnitsClause 4.1; (diii) No notice no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of delisting from the NYSE Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) during the period between the Effective Date and the Closing Time there shall have been received by Buckeye with respect no physical damage to the LP UnitsTangibles that would have a material adverse effect on the value of the Assets taken as a whole; (ev) The Partnership Agreement Amendment all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have be in full forcebeen received; (fvi) Buckeye all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6been received; and (gvii) The execution if requested by Purchaser at least 5 Business Days prior to Closing, Vendor shall have delivered to Purchaser, at or prior to Closing, either registrable discharges or 'no interest letters' in a form satisfactory to Purchaser acting reasonably, for all Security Interests encumbering the interest of Vendor in and delivery by Buckeye to any of the Registration Rights AgreementAssets. (b) If any of the conditions precedent in Subclause 3.1(a) have not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time and the Parties shall be released and discharged from all further obligations hereunder, except with respect to those rights and obligations arising pursuant to the provisions of Clause 11.11.

Purchaser’s Conditions. The obligation obligations of the Purchaser to accept complete the Consideration Units shall Transaction will be subject to the satisfaction of, or compliance with, on or prior to before the Closing Date of Date, each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):precedent: (a) Buckeye shall have performed the representations and complied warranties of the Shareholders and the Company made in Sections 4.1 and 4.2 will be true and correct in all material respects at Closing and with the covenants same effect as if made at and agreements contained as of Closing, and the Purchaser will have received a certificate executed by each of the Shareholders and the Company certifying that the representations and warranties of such Person made in this Agreement that Sections 4.1 and 4.2 are required to be performed true and complied with by Buckeye on or prior to correct as at the Closing Date; (b) (i) The representations the Shareholders and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 the Company will have performed and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as complied with all of the Closing Date obligations, covenants and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required agreements to be true performed and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of complied with by them under this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with if and as required by Applicable Law or by any applicable stock exchange, approval of the NYSE a supplemental listing application to list Transaction by the LP Units issued pursuant hereto and shareholders of the LP Units underlying those Consideration Units that are Class B UnitsPurchaser; (d) No notice approval of delisting from the NYSE shall have been received Transaction by Buckeye with respect to the LP Unitsany applicable stock exchange; (e) The Partnership Agreement Amendment shall no Material Adverse Effect will have be in full forceoccurred with respect to any Company Group Entity; (f) Buckeye shall no injunction or restraining order of any court or administrative tribunal of competent jurisdiction will be in effect prohibiting the Transaction contemplated by this Agreement and no action or proceeding will have delivered, been instituted or caused be pending before any court or administrative tribunal to be delivered, restrain or prohibit the Transaction among the parties contemplated by this Agreement; (g) no inquiry or investigation (whether formal or informal) in relation to the Transaction, the Shareholders, any Company Group Entity or their directors or officers will have been commenced or threatened by any applicable stock exchange or any Governmental Authority, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Purchaser at after giving effect to the Closing, Buckeye’s closing deliveries described in Section 2.6Transaction; and (gh) the Purchaser will have received from the Shareholders and the Company the documentation set forth in Sections 3.4 and 3.5. The execution and delivery by Buckeye conditions set forth in this Section 3.3 are for the exclusive benefit of the Registration Rights Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Transaction by the Purchaser will not prejudice or affect in any way the rights of the Purchaser in respect of the representations and warranties of the Shareholders or the Company in this Agreement, and the representations and warranties of the Shareholders and the Company in this Agreement will survive the Closing for the applicable period set out in Section 4.5.

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writingwriting with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye AMID shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye AMID on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye AMID shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15June 30, 2011, and will not be required to be true and correct as of the Closing Date2015); (c) Buckeye The NYSE shall have filed with authorized, upon official notice of issuance, the NYSE a supplemental listing application to list of the LP Units issued pursuant hereto and issuable upon conversion of Series A-2 Units, as set forth in the LP Units underlying those Consideration Units that are Class B UnitsPartnership Agreement Amendment; (d) No notice of delisting from the NYSE shall have been received by Buckeye AMID with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye AMID shall have delivered, or caused to be delivered, to the each Purchaser at the Closing, BuckeyeAMID’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement.

Purchaser’s Conditions. (a) The Purchaser’s obligation of to complete the Purchaser to accept the Consideration Units shall be Transactions is subject to the satisfaction on or prior to waiver at or before the Closing Date of each Time of the following conditions precedent (any or all each of which may conditions precedent is acknowledged to be waived by for the Purchaser in writing, in whole or in part, to exclusive benefit of the extent permitted by applicable LawPurchaser): (a1) Buckeye all of the representations and warranties of Seller made in this Agreement shall, except as qualified by the contents of the Disclosure Schedules, shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect), on the Effective Date and on and as of the Closing Date with the same effect as though made at the Closing Date; (2) Seller shall have performed and complied with or performed all of the obligations, covenants and agreements contained in under this Agreement that are required to be performed and complied with or performed by Buckeye Seller at or before the Closing Time, including Seller’s Closing deliveries specified in Section 3.2; (3) Purchaser shall be prepared to file the TTB Application and WSLCB Application in accordance with Sections 6.6 and 6.7 and Purchaser shall have determined in its discretion that there are no events or circumstances that would reasonably impair Purchaser’s ability to timely be issued and obtain a TTB Basic Permit pursuant to the TTB Application or assume Seller’s WSLCB License pursuant to the WSLCB Application; (4) Seller shall have paid all Taxes, including any applicable excise taxes on liquor and wine products due and payable on or prior to the Closing Date; (b5) (i) The representations All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and warranties of Buckeye (A) set forth Seller shall have delivered to Purchaser written evidence, in Sections 3.1form satisfactory to Purchaser in its sole discretion, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as release of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date)Encumbrances; (c6) Buckeye Xxxxx X. XxXxxxxxx shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto contributed all of his right, title and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect interest in and to the LP Units; option (ethe “Building Option”) The Partnership to purchase certain real property, structures, and improvements located at 000 X. 0xx Xxx. and 00 X. Xxxxxx St., Walla Walla, Washington 99362 (collectively the “Xxxxxxxx Building”) pursuant to a Contribution Agreement Amendment shall have be in full force; between Xxxxx X. XxXxxxxxx and A Fine Old Building, LLC (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6“Building Company”); and (g7) The execution Xxxxx X. XxXxxxxxx shall have caused Building Company to exercise the Building Option, and delivery by Buckeye title to the Xxxxxxxx Building shall have been vested in the name of the Registration Rights Building Company. (b) If any of the conditions in Section 4.2(a) shall not be satisfied or fulfilled in full at or before the Outside Closing Date, then Purchaser may (1) waive compliance with any such condition by notice in writing to Seller, except that no such waiver shall operate as a waiver of any other condition, or (2) exercise its rights to terminate this Agreement, as provided herein.

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration Units shall be Purchase and Sale and the other Transactions contemplated under this Agreement is subject to the satisfaction on or prior to conditions that: (A) the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) the Company and Sellers set forth in Sections 3.1, 3.2 Articles IV and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye V below shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at on and as of the Closing Date (except that any such representations and warranties made as of that include a specific date materiality qualifier shall be required to be true and correct as of such date only, it being expressly understood in all respects on and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); ; (cB) Buckeye the Company and Sellers shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto performed in all material respects all of their respective covenants and the LP Units underlying those Consideration Units agreements set forth herein that are Class B Units; required to be performed by any of them on or prior to the Closing Date; (dC) No notice the Company and Sellers shall have executed and delivered the agreements, documents, instruments and certificates, and taken such other and further actions, as are set forth in Section 3.5 hereinbelow; (D) the holders of delisting from the NYSE Xxxxxx Safe and Xxxxx Safe shall have surrendered the same to Company for cancellation and with no further liability thereunder on the part of Company (or any other Person) thereunder (the “SAFEs Condition”); (E) all consents and notices required in order to approve the Purchase and Sale (as set forth in the Section 4.7(b) of the Company Disclosure Schedule (as hereinafter defined)) shall have been received obtained or given (as applicable) and be and remain in full force and effect (“Required Approvals”); (F) since December 31, 2020, there shall have been no material adverse change in the Company, its business, any of the material Company Intellectual Property (as defined in Section 4.4 below) or its liabilities or prospects; and (G) Purchaser’s Listing of Additional Shares Notification form (“Nasdaq LAS”) shall have been filed with Nasdaq in respect of the Transactions (“Purchaser’s Transaction LAS”) and (i) no adverse action shall have been taken by Buckeye Nasdaq in respect thereof on or before the fifteenth (15th) calendar day following the filing thereof or (ii) if such adverse action shall have been taken by Nasdaq prior on or before such fifteenth (15th) calendar day, Purchaser shall have resolved the same to its reasonable satisfaction (as the case may be, the “Nasdaq Condition”). Without limiting the generality of Section 7.3 below, Purchaser covenants and agrees that, if the Purchaser’s Transaction LAS has not been filed with respect Nasdaq prior to the LP Units; (e) The Partnership Agreement Amendment date hereof, Purchaser shall have be in full force; (f) Buckeye shall have delivered, file the same with Nasdaq as promptly as practicable on or caused to be delivered, to after the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreementdate hereof.

Purchaser’s Conditions. (a) The obligation of the Purchaser to accept complete the Consideration Units shall be Transaction and purchase the Assets from Vendor is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The the representations and warranties of Buckeye Vendor set forth in Clause 5.1: (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, date of this Agreement except where the representation and warranty in each question is already qualified by materiality in which case as though made at such representation and warranty shall be true and correct; and (B) shall be true and correct in all material respects as of the Closing Date (except that representations where the representation and warranties made as of a specific date warranty in question is already qualified by materiality in which case such representation and warranty shall be required to true and correct, or, in each case, shall be true and correct in all material respects as of such other date only, it being expressly understood or dates as specified therein; (ii) all obligations and agreed covenants of Vendor in this Agreement that representations and warranties made “As are to be performed or complied with prior to or at the Closing Time (other than in respect of the date hereof” agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or “As complied with in all material respects prior to the Closing Time; (iii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iv) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (v) during the period between the date of this Agreement”, hereof and the Closing Time there shall have been no physical damage to the Assets that would have a material adverse effect on the value or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as use of the Assets taken as a whole; and (vi) all necessary governmental and other regulatory approvals to the sale of the Assets that are required prior to Closing Dateshall have been obtained without conditions, including the Competition Act Approval. (b) If any of the conditions precedent in Clause 3.1(a) has not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time and the Deposit along with all interest earned thereon shall be governed in accordance with the provisions of Clause 2.4(b);. (c) Buckeye If Purchaser terminates this Agreement as provided in Clause 3.1(b) as a consequence of one or more of the conditions precedent set forth in Clause 3.1(a)(iv), Clause 3.1(a)(v) and Clause 3.1(a)(vi) not having been satisfied or complied with, then Purchaser and Vendor shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto be released and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting discharged from all liabilities and obligations under this Agreement and from the NYSE shall have been received by Buckeye with respect to the LP Units; (efurther performance of any duties or obligations under this Agreement, except as provided in Clause 2.4(b), Clause 6.6(d) The Partnership and Clause 13.12. If Purchaser terminates this Agreement Amendment shall have be as provided in full force; (fClause 3.1(b) Buckeye shall have delivered, as a consequence of one or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye more of the Registration Rights Agreementconditions precedent set forth Clause 3.1(a)(i), Clause 3.1(a)(ii) and Clause 3.1(a)(iii) not having been satisfied or complied with, then Purchaser shall be entitled to pursue all rights and remedies against Vendor in respect of any Losses and Liabilities suffered or incurred by Purchaser as a result of Vendor's failure to satisfy such conditions, subject to Clause 6.6(d).

Purchaser’s Conditions. The Purchaser’s obligation of to complete the Purchaser to accept the Consideration Units shall be transactions contemplated under this Agreement is subject to the satisfaction on or prior to the Closing Date of each waiver of the following conditions (any on or all of which by the Closing Date or such earlier date as may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):specified below: (a) Buckeye the Purchaser, in its sole discretion, is satisfied on the Closing Date with its due diligence review with respect to the Assets; (b) the board of directors of the Purchaser shall have authorized and approved the execution and delivery of this Agreement and the transactions contemplated herein on or by the Closing Date; (c) the representations and warranties of the Vendor set forth in Section 6.1 shall be true and correct at the Closing Date with the same force and effect as if made at and as of such time; (d) the Vendor shall have performed and or complied with all of the covenants terms, covenants, deliverables and agreements contained in conditions of this Agreement that are required to be performed and or complied with by Buckeye on it at or prior to the Closing Date; (be) (i) The representations the Purchaser shall have been provided with releases and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality no interest letters from all parties holding any security which may be found to exist on or a Material Adverse Effect shall be true and correct when made and as of prior to the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of affecting the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full forceAssets; (f) Buckeye the Purchaser entering into employment agreements, satisfactory to the Purchaser, with both Xxxxx Xxxx and Xxxxxx Xxxxxx in a reasonable time after the Closing Date; (g) the Vendor shall have delivered, or caused to be delivered, received all applicable third party consents to the Purchaser at assignment of the Closing, Buckeye’s closing deliveries described in Section 2.6Assets; and (gh) The execution and delivery by Buckeye there shall be no claims or proceedings threatened or pending involving the Vendor in connection with the Vendor or the Assets which claims or proceedings in the aggregate would, in the opinion of the Registration Rights AgreementPurchaser, have a material adverse effect on the Assets; provided that, if any term, covenant or condition of the Vendor to be performed or complied with prior to the Closing Date shall not have been performed or complied with prior to the Closing Date, the Purchaser shall, at its sole option, either: (i) rescind this Agreement by notice in writing to the Vendor and the Purchaser shall thereupon be released from all obligations hereunder and, unless the term, covenant or condition for which the Purchaser has rescinded this Agreement was reasonably capable of being performed or complied with by the Vendor, the Vendor shall also be released from all obligations hereunder; or (ii) waive compliance of any such term, covenant or condition in whole or in part, without prejudice to any of its rights of rescission in the event of non-performance of any other term, covenant or condition in whole or in part.

Purchaser’s Conditions. The obligation of the Purchaser to accept purchase Vendor's interest in and to the Consideration Units shall be Assets is subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all precedent, which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) Vendor herein contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing DateTime, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (b) all obligations of Vendor contained in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required this Agreement to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” performed prior to or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the at Closing Date)shall have been timely performed in all material respects; (c) Buckeye at or prior to Closing, Vendor shall have filed with deliver to Purchaser any releases and registrable discharges (requested by Purchaser a reasonable time prior to the NYSE Closing Time) in a supplemental listing application form satisfactory to list the LP Units issued pursuant hereto Purchaser, of any adverse liens and the LP Units underlying those Consideration Units encumbrances that are Class B Unitsnot Permitted Encumbrances and relate to security held by a Third Party against the Assets or any part or portion thereof; (d) No notice of delisting from the NYSE there shall have been received by Buckeye with respect no damage to or alteration of any of the Assets between the Effective Date and the Closing Time, which in Purchaser's reasonable opinion would materially adversely affect the value of the Assets, except and to the LP Unitsextent approved in writing by Purchaser, provided that a decline of reserves by production of Petroleum Substances in the ordinary course or a change in price at which the Leased Substances may be sold between the date hereof and the Closing Time shall not be regarded as a material damage to or alteration of the Assets; (e) The Partnership Purchaser's rights to terminate this Agreement Amendment shall have be in full forcepursuant to Article 11 hereof; (f) Buckeye Purchaser shall have deliveredreceived the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as set out in this Agreement, on or before June 30, 2002. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or caused waived by Purchaser, at or before the Closing Time, Purchaser may in addition to be deliveredany other remedies which it may have available to it, rescind this Agreement by written notice to Vendor and upon doing so, Vendor shall forthwith return the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights AgreementDeposit plus any accrued interest to Purchaser.

Purchaser’s Conditions. The obligation of the Purchaser to accept complete the Consideration Units shall be purchase of the Purchased Shares contemplated herein, is subject to the satisfaction on or prior to the Closing Date fulfillment of each of the following conditions at or before the Time of Closing (any or all of which such other date as may be provided) unless waived in writing by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):Purchaser: (a) Buckeye The Vendor shall have executed, delivered and performed and complied with the covenants and all agreements contained in this Agreement that are required on its part to be performed hereunder; all representations and complied warranties contained in Section 2 shall be true at the Time of Closing, without any changes permitted under this Section, except such changes as may have been approved in writing by the Purchaser; and at the Time of Closing the Purchaser shall have been furnished with by Buckeye on or prior a certificate from the Vendor to the Closing Date;effect that such representations and warranties are true without changes as aforesaid. (b) No litigation or proceeding shall be pending or threaten to restrain, set aside or invalidate the transaction contemplated by, or to obtain substantial damages in respect of, this Agreement or the Vendor's ownership of the Purchased Shares, or operation of the Business. (c) The Vendor shall have delivered to the Purchaser resignations of all directors and officers of the Corporation, and shall have caused the election of a director or directors designated by the Purchaser. (d) All necessary steps and corporate proceedings, as approved by counsel for the Purchaser, shall have been taken to permit the Purchased Shares to be duly and regularly transferred to the Purchaser. (e) The Purchaser shall have received an opinion of counsel for the Vendor in a form satisfactory to counsel for the Purchaser including matters such as: i) the due incorporation and organization of the Corporation; ii) the authorized and issued capital of the Corporation; iii) all the issued and outstanding shares of the Corporation having been duly issued and allotted as fully paid and non-assessable; iv) confirming that there is nothing in the corporate charter documents prohibiting the Corporation from owning its Assets and conduct its business; v) all necessary corporate action and proceedings have been taken to permit the due and valid transfer at the Time of Closing from the Vendor to the Purchaser of the Purchased Shares; and vi) the obligations of the Vendor in the Share Purchase Agreement and any ancillary agreements are legal, valid and binding obligations of the Vendor enforceable against the Vendor in accordance with its terms. (f) There shall be no loans outstanding between the Corporation and the Vendor or persons with whom the Corporation or the Vendor is not dealing at arm's length; (g) There shall have been no substantial damage by fire or other hazard to the physical Assets of the Corporation. In the event such damage has occurred, the Purchaser shall have the option of completing the transaction contemplated herein and directing the Vendor to cause the Corporation to accept the proceeds of the Insurance policies covering such fire or loss or of rescinding this Agreement. (h) The Vendor shall have delivered to the Purchaser an Indemnity Agreement in the form attached as Schedule 9. (i) The representations There shall have been no change in the legal and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as beneficial ownership of the material Assets owned by the Corporation since the execution of this agreement excluding inventory sold or substituted and account receivables collected in the ordinary course of business. (j) The Purchaser shall have confirmed in writing that the Vendor may continue to use the occupied space at 00 Xxxxxx Xxxxx currently used by the Corporation for seven (7) months rent-free. It is understood that if the Vendor vacates such premises and give 30 days' notice to the Corporation, the Corporation will also be required to vacate the premises without any compensation for any remaining rent free period. (k) The Vendor shall have facilitated the assignment of the indebtedness and security held by 488605 Ontario Limited and Xxxx Xxxxxx in the Corporation in exchange for payment from the Purchaser to them of One Hundred and Seventy Thousand Dollars ($170,000.00) to be delivered to them on Closing Date by the Purchaser. (l) certified copies of (i) the charter documents and extracts from the by-laws of the Vendor and the Corporation relating to the execution of documents; (ii) all resolutions of the shareholders, the board of directors or any duly authorized committee thereof, of the Vendor and the Corporation approving the entering into of this Agreement and the Ancillary Agreements and the completion of all transactions contemplated hereunder and thereunder; and (iii) all other representations instruments evidencing necessary action of the Vendor and warranties the Corporation and of Buckeye shall authorizations, if any, with respect to such matters. (m) certificates of an officer of the Vendor certifying the names and true signatures of its officers authorized to sign this Agreement and the Ancillary Agreements to be true delivered hereunder. (n) a certificate of status, compliance, good standing or like certificate with respect to the Corporation and correct the Vendor issued by appropriate government officials of the jurisdiction of its incorporation. (o) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser, acting reasonably, to permit all of the Purchased Shares to be fully and regularly transferred to the Purchaser have been taken. (p) duly executed resolutions of the Vendor in its capacity as a shareholder of the Corporation, authorizing the completion of all material respects when made related transactions and the transfer of the shares thereof to the Purchaser. (q) evidence satisfactory to the Purchaser that all encumbrances other than permitted encumbrances have been discharged or released as of the Closing Date, . (r) the Purchaser shall have completed an assignment of all of the indebtedness (and security) owed by the Corporation to NTN Interactive Network Inc. and Chell Group Corporation for $1.00 in each case case, on terms satisfactory to the Purchaser. If any such conditions shall not be fulfilled at the Time of Closing (or such other date as though made at may be provided), the Purchaser may rescind this Agreement by notice to the Vendor and as of in such event the Closing Date (except that representations Purchaser and warranties made as of a specific date Vendor shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct as of the Closing Date); (c) Buckeye shall have filed with the NYSE a supplemental listing application to list the LP Units issued pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting released from the NYSE shall have been received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreementall obligations hereunder.

Purchaser’s Conditions. The obligation of the Purchaser to accept consummate the Consideration purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writingwriting with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) Buckeye AMID shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Buckeye AMID on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of Buckeye AMID shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15March 30, 2011, and will not be required to be true and correct as of the Closing Date2015); (c) Buckeye The NYSE shall have filed with authorized, upon official notice of issuance, the NYSE a supplemental listing application to list of the LP Units issued pursuant hereto and issuable upon conversion of Series A-2 Units, as set forth in the LP Units underlying those Consideration Units that are Class B UnitsPartnership Agreement Amendment; (d) No notice of delisting from the NYSE shall have been received by Buckeye AMID with respect to the LP Units; (e) The Partnership Agreement Amendment Amendment, in all material respects in the form attached as Exhibit A to this Agreement, shall have been duly adopted and be in full force; (f) Buckeye AMID shall have delivered, or caused to be delivered, to the each Purchaser at the Closing, BuckeyeAMID’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement.

Purchaser’s Conditions. The obligation obligations of Purchaser at the Purchaser to accept Closing are subject, at the Consideration Units shall be subject option of Purchaser, to the satisfaction on at or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):conditions: (a) Buckeye shall have performed All representations and complied with the covenants and agreements warranties of Seller contained in this Agreement that are required to be performed (other than in respect of Section 4.1, Section 4.2 and complied with by Buckeye on or prior to the Closing Date; (bSection 4.10(c)) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made in all material respects at and as of the Closing Date and (ii) all other as if such representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the Closing Date, in each case as though were made at and as of the Closing Date (without giving effect to the words “material” contained in such representations and warranties, except that where the failure of such representations and warranties made as of to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a specific date Material Adverse Effect, and all representations and warranties in Section 4.1, Section 4.2 and Section 4.10(c) shall be required to each be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of February 15, 2011, and will not be required to be true and correct in all respects as of the Closing Date);as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. (b) Purchaser shall have received a certificate dated as of the Closing, executed by the President or any Vice President of Seller, to the effect that (i) the statements in Section 9.2(a) are true in all material respects at and as of the Closing, and (ii) the covenants and agreements contained in Article VII have been performed in all material respects. (c) Buckeye Seller shall have filed with delivered (or be ready, willing and able to deliver at Closing) the NYSE a supplemental listing application documents and other items required to list the LP Units issued be delivered by Seller pursuant hereto and the LP Units underlying those Consideration Units that are Class B Units;to Section 11.2. (d) No notice of delisting from the NYSE order shall have been received entered by Buckeye any court or governmental agency having jurisdiction over the parties or the subject matter of this contract that restrains or prohibits the purchase and sale contemplated by this Agreement and which remains in effect at the time of closing, except: (i) any order affecting a matter with respect to which Purchaser has been adequately indemnified by Seller, as determined by Purchaser in its sole discretion, or (ii) any order affecting only a portion of the LP Units;Assets, which portion of the Assets could be treated as Casualty Loss in accordance with Section 3.5. (e) The Partnership Agreement Amendment shall have be in full force; (f) Buckeye shall have deliveredClosing Date is on or after November 25, or caused to be delivered, to the Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the Registration Rights Agreement2013.