Common use of Purchaser’s Obligation Clause in Contracts

Purchaser’s Obligation. to consummate the purchase of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions). (a) On the Closing Date, title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (c) Seller's representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects. (d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereon. (e) In the event the Purchaser obtains, at the sole cost and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaser. (f) Seller shall have used commercially reasonable efforts to receive and shall have actually received from the existing lenders consent to all necessary releases of the Project from any and all security interests, pledges, liens, claims or encumbrances.

Purchaser’s Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement and except for the information referenced in Section 11.3 which shall be subject to consummate Section 11.3, the purchase Purchaser agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of the Project is expressly conditioned upon Purchaser (provided that such agents and representatives are informed of the followingconfidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article XI; and provided, each of which constitutes a condition precedent to Purchaser's obligations hereunder whichfurther, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor that the Purchaser shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Q-Med shall have given its prior written approval, during the Term and for a period of ten (10) years after the end of the Term, any further obligations hereunder information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Q-Med and its Affiliates' business or operations, including non-public information concerning the Licensed Rights, the Licensed Products or New Products, other products of Q-Med and its Affiliates, processes of Q-Med and its Affiliates, customers and suppliers and the products and processes of Q-Med's customers and suppliers, furnished to the other Purchaser by Q-Med in connection with this Agreement (provided any of the foregoing, "CONFIDENTIAL SUPPLIER INFORMATION"); provided, however, that the Purchaser shall have the right to waive disclose any one or all of said conditions). Confidential Supplier Information provided hereunder if such disclosure is necessary (a) On in connection with the Closing Datesecuring of any governmental approval necessary for the performance by the Purchaser of any of its obligations hereunder or under any other agreement with Q-Med, title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment. (b) Seller shall have complied for the purpose of complying with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. government regulations or (c) Seller's representations, warranties and agreements contained herein are and by Law or legal process. The Purchaser shall be true and correct as of the date hereof and as of the Closing Date in all material respects. (d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereon. (e) In the event the Purchaser obtains, at the sole cost and expense promptly notify Q-Med of the Purchaser's intent to make any disclosure of Confidential Supplier Information prior to making such disclosure so as to allow Q-Med adequate time to take whatever action Q-Med may deem to be appropriate to protect the confidentiality of Confidential Supplier Information and the Purchaser will cooperate and provide any assistance that Q-Med may reasonably request in connection with the foregoing. For the avoidance of confusion, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed all information provided by Q-Med to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by in connection with this Agreement (included information subject to Section 11.3) shall be deemed Confidential Supplier Information unless the Purchaser and reasonably approved by the Seller, reflecting can demonstrate that the Project such information is free available to it from sources other than Q-Med that are not under a duty of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretionconfidentiality with respect thereto. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. The Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, use Confidential Supplier Information only in connection with and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth reflected in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage Agreement and the other Transaction Agreements and for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or no other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaserpurpose. (f) Seller shall have used commercially reasonable efforts to receive and shall have actually received from the existing lenders consent to all necessary releases of the Project from any and all security interests, pledges, liens, claims or encumbrances.

Purchaser’s Obligation. to consummate the purchase of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions). (a) On the Closing Date, title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy policy of title insurance pursuant to the Commitment. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (c) Seller's representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects. (d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereonthereon which could have an economic effect of $25,000 or more. (e) In the event the The Environmental Audit or audits furnished to Purchaser obtains, at the sole cost and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed pursuant to Section 6.2 shall be satisfactory to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If and shall not indicate the Environmental Audit discloses presence of any condition which requires further review Hazardous Materials on or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of about the Project in form and content acceptable or contain any matter or information objectionable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaser. (f) Seller shall have used commercially reasonable efforts Seller's obligation to receive and shall have actually received from consummate the existing lenders consent to all necessary releases purchase of the Project from is expressly conditioned upon Seller's obtaining the requisite approval of its limited partners to the sale of the Project. This constitutes a condition precedent to Seller's obligations hereunder which, if not satisfied within 30 days of the date hereof, shall permit Seller, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Purchaser, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder except pursuant to Sections 6.3 and all security interests, pledges, liens, claims or encumbrances6.4.

Purchaser’s Obligation. to consummate the purchase of the Project Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to SellerSellers, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller Sellers nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions). (a) On the Closing Date, Sellers' title to the Interests, Investment LLC's title to the ownership interests in Project LLC , and Project LLC's title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy policy of title insurance pursuant to the Commitment. (b) Seller Sellers shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (c) Seller's Sellers' representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects. (d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to that could have a Material Adverse Effect on the Project, Project LLC, Investment LLC or the business conducted thereonat the Project or by Project LLC or Investment LLC. (e) In the event the Purchaser obtainsshall have obtained, at the its sole cost and expense of expense, within thirty (30) days after the Purchaserdate hereof, a "Phase 1 1" environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Sellerfirm, reflecting that the Project is free of and does not contain any Hazardous MaterialsMaterials in excess of amounts permitted under applicable federal, state or local laws, regulations, rules or ordinances, including, but not limited to, standards adopted by the Michigan Department of Environmental Quality for unrestricted residential use, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser at its option may obtain, at the Purchaser’s expense, obtain a "Phase 2 2" environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended for up to sixty days to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaser. (f) Seller shall have used commercially reasonable efforts to receive and shall have actually received from the existing lenders consent to all necessary releases of the Project from any and all security interests, pledges, liens, claims or encumbrances.

Purchaser’s Obligation. to consummate the purchase 8.1 It shall be obligation of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent Purchaser to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions).: (a) On the Closing Date, title Make payment to the Project shall be in the condition required herein, Developer of all amounts due and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitmentpayable and as and when payable under this Agreement. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part Not to do or cause to be performed under this Agreement within done any act, deed or thing by virtue of which the construction at the Said Portion or of the Said Unit is either hampered, obstructed, delayed or stopped. 8.2 As from the Date of Possession the Purchaser covenants: (a) To co-operate with the Developer in the management and maintenance of the new building(s)/Building Complex constructed in the Said Portion and formation of the Association hereinafter referred to as the Maintenance Organisation and the Purchaser and other Co owners of all the Blocks shall become members of such Maintenance Organisation and undertake to pay the share(s) of deposits, subscription and such fees and charges as may be levied and decided by the Developer and/or the Maintenance Organisation. (b) To observe the Rules and Regulations framed from time herein provided to time either by the Developer or by the Maintenance Organisation for such performancethe common purpose/expenses. (c) Seller's representationsOn prior notice to allow the Developer with or without the workmen to enter into the Said Unit for completion, warranties repairs and agreements contained herein are and shall be true and correct as of for the date hereof and as of the Closing Date in all material respectscommon purpose. (d) From To pay and after bear the date hereof to Common Expenses more fully described in the Closing Date there shall have been no material adverse change in or to Fourth Schedule hereto, electricity and other utility charges and outgoings for the Project or Said Unit, wholly and the business conducted thereonCommon Areas, proportionately. (e) In To pay and bear the event municipal rates, taxes, levies and other outgoings relating to the Purchaser obtainsnew building(s) / Building Complex and/or the Said Portion, at proportionately PROVIDED the sole cost and expense same relate to the period commencing from the Date of Possession till the assessment of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and Said Unit as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaserseparate unit. (f) Seller To pay and bear the municipal rates, taxes, levies and other outgoings relating to the Said Unit wholly. (g) Not to let out or part with possession of the Said Unit before giving prior intimation in writing to the Developer or the Maintenance Organisation of the full particulars of the intended occupant and rent and all other charges and benefits receivable by the Purchaser in respect of the Said Unit (to the extent necessary for assessment of the liability for rates, taxes and other impositions) until separate assessment of the Said Unit (for the purpose of municipal tax) has been done in the name of the Purchaser. (h) Not to use the Said Unit or permit the same to be used for any purpose other than (i) The exterior of the Said Unit shall have used commercially reasonable efforts not be decorated or redecorated otherwise than in the manner agreed to receive with the Developer in writing and in accordance with the general scheme of the new building(s). (j) No external wireless or television antenna shall be erected. (k) Not to sub-divide the Said Unit and/or the car parking space. (l) To use the car parking space(s) only for the purpose of parking of the cars and not to use the same for any other purpose whatsoever. (m) Not to place or store in the Common Areas or in the common corridors any goods or things whatsoever nor erect any cupboard etc. (n) To observe and conform to all regulations and restrictions made by the Developer/ Maintenance Organisation (upon its formation) from time to time for the proper management and maintenance of the Building Complex. (o) Not to bring or permit to remain upon the Said Unit any machinery, goods or other articles which shall or may strain or damage any part or portion of the Common Areas or the new building(s) or the Said Portion. (p) Not to shift or obstruct any windows or lights nor put box grills. (q) Not to do or permit any opening, structural change or change in elevation without the consent in writing of the Developer or the Maintenance Organisation. (r) Not to throw any rubbish save to such extent and at such place or places as be permitted and specified by the Developer or the Maintenance Organisation. (s) Not to do anything whereby the other unit owners or the co-purchasers or the co-transferees are obstructed in or prevented from enjoying their respective units, quietly and exclusively. (t) Not to claim any right over the space(s) earmarked and/or reserved by the Developer for open car parking space(s) or for any other common or exclusive purpose. (u) To keep the Said Unit in good state of repairs and condition and to carry out necessary repairs or replacements as and when required. (v) Not to put any articles including nameplate and letter box save at the place approved or provided therefore by the Developer and/or the Maintenance Organisation. (w) Not to bring nor store in the Said Unit any article or substances of combustible inflammable or dangerous nature and to comply with all recommendations of the fire authority as to fire precautions. (x) Not to discharge into any serving pipe any oil grease or other material or substances which might be or become a source of danger or injury to the drainage system of the Said Unit or the Building Complex in the Said Portion or any part thereof. (y) To observe such other covenants as be deemed reasonable. (z) Not to install any air conditioner and/or exhaust fan except at the place(s) previously approved. (aa) Not to make any hole either to the beams or to the pillars nor put any weight/load on the beams and pillars. 8.3 The Purchaser shall pay punctually and regularly the Common Expenses from the Date of Possession to the Developer/Maintenance Organisation based on the area of the Said Unit. Till such time the Maintenance Organisation is formed by the Developer, the Developer shall manage and maintain the Building Complex, for which service, the Purchaser shall pay to the Developer a fixed charge of Rs. 2.50p per square feet per month. 8.4 At or before the Date of Possession, the Purchaser shall pay the Total Consideration as mentioned in Part I of the Sixth Schedule and also pay the Extras and Deposits as mentioned in paragraph 4.1 and 4.2 herein to the Developer and until payment of the said sums are made by the Purchaser, the Developer shall not be liable to deliver possession of the Said Unit to the Purchaser. 8.5 The amounts of deposit(s) as mentioned in paragraph 4.1 and 4.2 herein shall not carry any interest and shall have actually received be utilised for the purpose for which the deposit is taken by the Developer. After the formation of the Maintenance Organisation, the Developer shall transfer the amount of Maintenance Deposit to the Maintenance Organisation after deducting the actual amount outstanding and receivable from the existing lenders consent Purchaser. The account to be submitted by the Developer shall be final conclusive and binding on the Purchaser and he/she/they/it shall not be entitled to challenge and dispute the same. 8.6 The Purchaser shall pay the Common Expenses more fully described in the Fourth Schedule, electricity charges, municipal taxes, multi storied building and other taxes and all necessary releases other outgoings relating to the Building Complex and/or the Said Portion regularly, punctually and within the time to be specified by the Developer and/or the Maintenance Organisation. In case the Purchaser fails and/or neglects to pay then the Purchaser shall be liable to pay interest @ 1.5% per month on the outstanding sum(s) to be calculated from the expiry of the Project from any date it becomes due to the date of actual payment and at the discretion of the Developer/Maintenance Organisation shall not be entitled to use all security interests, pledges, liens, claims or encumbrancessuch Common Areas until and unless all the dues inclusive of interest have been paid.

Purchaser’s Obligation. to consummate the purchase 8.1 It shall be obligation of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent Purchaser to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions).: (a) On the Closing Date, title Make payment to the Project shall be in the condition required herein, Vendor of all amounts as and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitmentwhen due and payable under this Agreement. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part Not to do or cause to be performed under this Agreement within done any act, deed or thing by virtue of which the construction at the Said Premises or of the Said Unit is hampered, obstructed, delayed or stopped. 8.2 As from the Date of Possession the Purchaser covenants: (a) To co-operate with the Vendor in the management and maintenance of the Building Complex constructed in the Said Premises and formation of the Association hereinafter referred to as Maintenance Organisation and the Purchaser and other Co owners of all the Units in the Building Complex shall become members of such Maintenance Organisation and undertake to pay their share(s) of deposits, subscription and such fees and charges as may be levied and decided by the Vendor and/or the Maintenance Organisation including maintenance charge regularly and on time. (b) To observe the Rules and Regulations framed from time herein provided to time either by the Vendor or by the Maintenance Organisation for such performancethe common purpose. (c) Seller's representationsOn prior notice to allow the Vendor with or without the workmen to enter into the Said Unit for completion, warranties repairs and agreements contained herein are and shall be true and correct as of for the date hereof and as of the Closing Date in all material respectscommon purpose. (d) From To pay and after bear the date hereof to Common Expenses more fully described in the Closing Date there shall have been no material adverse change in or to 4th Schedule hereto, electricity and other utility charges and outgoings for the Project or Said Unit, wholly and for the business conducted thereonCommon Areas & Facilities, proportionately. (e) In To pay and bear the event the Purchaser obtainsmunicipal rates, at the sole cost taxes, levies and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed other outgoings relating to the Purchaser Common Areas & Facilities, proportionately and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable relating to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for PurchaserUnit wholly. (f) Seller Not to let out or part with possession of the Said Unit before giving prior intimation in writing to the Vendor or the Maintenance Organisation of the full particulars of the intended occupant and rent and all other charges and benefits receivable by the Purchaser in respect of the Said Unit (to the extent necessary for assessment of the liability for rates, taxes and other impositions) until separate assessment of the Said Unit (for the purpose of municipal tax) has been done in the name of the Purchaser. (g) Not to use the Said Unit or permit the same to be used for any illegal or immoral purpose. (h) The exterior of the Said Unit shall have used commercially reasonable efforts not be decorated or redecorated otherwise than in the manner agreed to receive with the Vendor in writing and in accordance with the general scheme of the new building(s). (i) No external wireless or television antenna shall be erected in locations other than the one specified by the Vendor or the Maintenance Organisation. (j) Not to sub-divide the Said Unit and/or the car parking space. (k) To use the car parking space(s) only for the purpose of parking of the cars and not to use the same for any other purpose whatsoever. (l) Not to place or store in the Common Areas or in the common corridors any goods or things whatsoever nor erect any cupboard nor create any obstruction etc. (m) Not to bring or permit to remain upon the Said Unit any machinery, goods or other articles which shall or may strain or damage any part of the Common Areas or the New Building. (n) Not to shift or obstruct any windows nor put any extra / box grills. (o) Not to do or permit any opening, structural change or change in elevation without the consent in writing of the Vendor or the Maintenance Organisation. (p) Not to throw any rubbish save to such extent and at such place or places as be permitted and specified by the Vendor or the Maintenance Organisation. (q) Not to do anything whereby the other unit owners or the co-purchasers or the co-transferees are obstructed in or prevented from enjoying their respective units, quietly and exclusively. (r) Not to claim any right over the space(s) earmarked and/or reserved by the Vendor for open car parking space(s) or for any other common or exclusive purpose. (s) To keep the Said Unit in good state of repairs and condition and to carry out necessary repairs or replacements as and when required. (t) Not to put any articles including nameplate and letter box save at the place approved or provided therefore by the Vendor and/or the Maintenance Organisation. (u) Not to bring nor store in the Said Unit any article or substances of combustible inflammable or dangerous nature and to comply with all recommendations of the fire authority as to fire precautions. (v) Not to discharge into any serving pipe, any oil grease or other material or substances which might be or become a source of danger or injury to the drainage system of the Said Unit in the Building Complex of the Said Premises or any part thereof. (w) To observe such other covenants as be deemed reasonable. (x) Not to install any additional air conditioner in the Said Unit, other than the ones installed by the Vendor. (y) Not to shift or change the location of the air conditioner(s), installed by the Vendor under any circumstances, without the previous written consent of the Vendor/Management Organization (z) To install the exhaust fan only at the place earmarked by the Vendor and not to shift or change the location marked for the exhaust fan(s) by the Vendor under any circumstances, without the previous written consent of the Vendor/Management Organization. (aa) Not to make any hole either to the beams or to the pillars nor put any weight/load on the beams and pillars. 8.3 The Purchaser shall pay the Advance Common Expenses as mentioned in clause 4.2(c) to the Vendor who shall maintain the Building Complex either directly or through the Maintenance Agency for a limited period of 12 (twelve) months from the Date of Possession. 8.4 Within one year from the Date of Possession , the Vendor will take steps for formation of the association which shall mean the Syndicate, Committee, Body, Society, Company or Association (hereinafter referred to as the “Maintenance Organization”) of the Unit owners in the New Building. The Maintenance Organization shall appoint a managing committee to look after the maintenance of the Said Complex. 8.5 The Purchaser shall pay punctually and regularly the Common Expenses from the Date of Possession to the Vendor/Maintenance Organisation based on the area of the Said Unit till such time the Maintenance Organisation is formed by the Vendor. The Vendor shall manage and maintain the Building Complex for which service, the Purchaser shall pay to the Vendor Advance Common Expenses as mentioned in Clause _4.2(c). 8.6 At or before the Date of Possession, the Purchaser shall pay the Sale Price as mentioned in Part I of the 6th Schedule and also pay the Extras and Deposits as mentioned in paragraph 4.1, 4.2 and 4.3 herein to the Vendor and until payment of the said Total Consideration is made by the Purchaser, the Vendor shall not be liable to deliver possession of the Said Unit to the Purchaser. 8.7 The amounts of deposit(s) as mentioned in the paragraph 4.1 and 4.2 herein shall not carry any interest and shall have actually received be utilised for the purpose for which the deposit is taken by the Vendor. After the formation of the Maintenance Organisation, the Vendor shall transfer the amount of Maintenance Deposit. 8.8 The Purchaser shall pay the Common Expenses more fully described in the 4th Schedule, electricity charges, municipal taxes, multi storied building and other taxes and all other outgoings relating to the Building and/or the Said Unit regularly, punctually and within the time to be specified by the Vendor and/or the Maintenance Organisation. In case the Purchaser fails and/or neglects to pay then the Purchaser shall be liable to pay interest @ 2% per month on the outstanding sum(s) to be calculated from the existing lenders consent to all necessary releases expiry of the Project from any date it becomes due and payable to the date of actual payment and at the discretion of the Vendor/Maintenance Organisation, the Purchaser shall not be entitled to use all security interests, pledges, liens, claims or encumbrancessuch Common Areas & Facilities until and unless all the dues inclusive of interest have been paid.

Purchaser’s Obligation. The obligation of Purchaser to consummate purchase and pay for the purchase Transferred Assets and assume the Assumed Liabilities is subject to the satisfaction (or, if applicable, waiver by Purchaser) as of the Project is expressly conditioned upon Closing of the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said following conditions).: (ai) On the Closing Date, title to the Project shall be The representations and warranties of Seller made in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (c) Seller's representations, warranties and agreements contained herein are and Section 4 shall be true and correct in all material respects on and as of the date hereof of this Agreement and on and as of the Closing Date Date, as though made on and as of the Closing Date, (A) except to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and (B) except for representations and warranties that speak as of a specific date or time which need only be true and correct in all material respects. respects as of such date or time (d) From it being understood that, for purposes of determining the accuracy of representations and after warranties, all “Material Adverse Effect” qualifications and other materiality qualifications and similar qualifications contained in representations and warranties shall be disregarded); Seller shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied in all material respects with by Seller by the date hereof time of the Closing; and Seller shall have delivered to Purchaser a certificate dated the Closing Date there shall have been no material adverse change in or to and signed by an executive officer of Seller on behalf of Seller confirming the Project or the business conducted thereon.foregoing; (eii) In the event the Purchaser obtains, at the sole cost and expense No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Purchaser, a Phase 1 environmental audit (Closing which restrains or prohibits the "Environmental Audit") consummation of the Project, including the Land sale and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit purchase of the Project in form and content acceptable to the Purchaser, in its sole discretion, Transferred Assets and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve assumption of the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser or its authorized agents for the purposes set forth in this Section 10E, Purchaser shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined limit of not less than $2,000,000 in the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaser.Assumed Liabilities; (fiii) Seller shall have used commercially reasonable efforts executed and delivered to receive Purchaser a Xxxx of Sale, substantially in the form attached as Exhibit A (the “Xxxx of Sale”), and such other assignments and other instruments of transfer as Purchaser may reasonably request, including without limitation, with respect to the transfer of all registered Intellectual Property included in the Transferred Assets and applications therefore; (iv) Seller shall have actually received executed and delivered to Purchaser the Assignment and Assumption Agreement, substantially in the form attached as Exhibit B (the “Assignment and Assumption Agreement”); (v) Seller shall have delivered to Purchaser releases or termination statements, as applicable, relating to the release of any Liens on the Transferred Assets other than the lien contemplated by Section 5(g) hereof; (vi) Seller shall have delivered to Purchaser Good Standing Certificates of recent date for Seller from the existing lenders consent to all necessary releases Secretary of State of the Project from any State of New Jersey; (vii) Seller shall have delivered to Purchaser certified copies of resolutions duly adopted by Seller’s board of directors and sole shareholder authorizing the execution, delivery and performance of this Agreement and the other agreements and transactions contemplated hereby, together with certified copies of Seller’s certificate of incorporation and by-laws; (viii) Receipt of the consents listed on Schedule 3(a)(viii); and (ix) This Agreement shall not have been terminated in accordance with Section 10. Any condition specified in this Section 3(a) (other than Sections 3(a)(ii) or 3(a)(ix) may be waived by a written instrument signed by Purchaser and all security interests, pledges, liens, claims conditions specified in this Section 3(a) shall be deemed to have been satisfied or encumbranceswaived from and after the Closing.

Purchaser’s Obligation. to consummate 2.1 the purchaser hereby warrants that it/he fully complies with all statutory requirements for the purchase of uncut/ unpolished diamonds and shall display and deliver to the Project is expressly conditioned upon FDTH a valid copy of the followingPurchasers licenses, each of permits and certificates which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately lodged with the corporation on demand as prescribed and in accordance with the laws of South Africa from time to Purchaser, time and neither in terms of the Seller nor Act. 2.2 The purchaser shall complete all necessary statutory documentation as required by the Purchaser shall have South African Diamond Board and /or any further obligations hereunder other recognized authority from time to time. 2.3 The purchaser hereby acknowledges that the offer/s submitted to the other (provided corporation shall be exclusive of VAT(Value Added Tax) and that Purchaser any payment by the purchaser in respect of the offer’s shall have the right to waive any one or all of said conditions)be offer price plus VAT. (a) On 2.4 It is recorded that ownership of the Closing Date, title goods is reserved until the goods are fully paid for. 2.5 the purchaser hereby indemnifies and holds FDTH harmless from any and or claims of whatsoever nature or however arising by any part brought against FTDH in respect of the goods and acknowledges that no warranties or representations have been made to the Project shall purchaser by the corporation in respect of the goods. 2.6 The purchaser acknowledges that the seller has placed a reserve price on the goods. should the offer made by the purchaser be the highest offer/s made on the same parcel/s and be the sum of less than the price (the reserve price) set out in the condition required herein, form/s headed ‘parcel submission receipt” and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment. (b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (c) Seller's representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects. (d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereon. (e) In the event the Purchaser obtains, at the sole cost and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated signed by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reasonable notice prior to any entry on the Project and, except for any instrusive testing necessary to perform a Phase I environmental inspection, shall not conduct any physically intrusive testing without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Seller may elect to have one or more representatives accompany Purchaser on any such inspections. Prior to, and as a condition to any entry on the Project by Purchaser seller or its authorized agents for representative, then the purposes set forth seller or FDTH on behalf of the seller may on instruction by the seller still accept the said offer although it is not obliged in this Section 10Elaw. The Acceptance of any offer/s made by the purchaser shall be communicated to the purchaser by email as in accordance with the email address above. 2.7 When the purchaser makes a formal offer /s on the parcel, Purchaser shall deliver the purchaser will be required to Seller a certificate submit the offer/s into the online software system provided by FDTH on FDTH website. On completion of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) submitting the offer/s the system will generate and provide the purchaser with a combined limit of not less than $2,000,000 in summarized report which the aggregate and $1,000,000 per occurrence, in a form reasonably acceptable to the Seller owning the relevant Real Property, covering any activity, accident or damage arising in connection with Purchaser or agents of Purchaser on the Project naming said Seller as an additional insured. Any Phase II environmental inspections or other invasive inspections or sampling of soil, ground water or construction materials may not be performed without the prior written consent of said Seller, not to be unreasonably withheld, conditioned or delayed. Purchaser will deliver to Seller (at no cost to Seller) copies of all environmental reports prepared by or for Purchaseraccept and submit online. (f) Seller 2.8 The purchaser consents and agrees to allow FDTH to activate and record by way of sound and video recording while the parcels are being examined by the purchaser. The corporation shall have used commercially reasonable efforts be entitled to receive use any such recording as evidence as and shall have actually received from when required. 2.9 The purchaser hereby warrants that the existing lenders consent person signing this agreement is duly authorized to do so and all necessary releases representatives of the Project from any purchaser are so authorized to represent and all security interests, pledges, liens, claims or encumbrancesbind the purchaser and are authorized representatives as in accordance with the Act.