Common use of Purchaser’s Obligations at Closing Clause in Contracts

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall be paid by Escrow Agent releasing the Deposit to Seller and Purchaser paying the balance of the Purchase Price to Seller), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership InterestsNYC Notice; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 herein needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.6 (a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof provided nothing contained in this Section shall be deemed to waive any remedies Seller may have for a default by Purchaser; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing Statement; andPurchaser; (f) execute a closing statement acceptable to Purchaser; (g) join Seller in the execution of a works of art agreement that shall be in substantially the form of Exhibit T attached hereto and made a part hereof; (h) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to SellerSeller the balance of the Purchase Price (which amount shall exclude the Deposit and the interest accrued thereon), as increased or decreased by prorations and adjustments as herein provided, in immediately available federal wire transferred funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein;1.5 hereof. (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Assignment of Other Property Rights, Assignment of Litigation, Assignment of Management Agreement, Assignment of Leasing Agreement, Operating Notices, NYC Notice, Transfer Tax Returns and Assumption of Membership InterestsTenant Notices; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 5.8 hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Section 5.8 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-non fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof and Seller may, at its option, terminate this Agreement; provided, that if despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company Companies may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Companies, in a form reasonably acceptable to Purchaser; (f) execute a closing statement acceptable to Purchaser and Seller; (g) execute and deliver such documents, statements and materials and take such further action as shall be required by any Governmental Authority to (i) perfect the assignment by Seller and assumption by Purchaser of Seller's Other Property Rights to Purchaser, (ii) formally advise such agency of a change in ownership of the Property and (iii) to substitute Purchaser in place of Seller in any proceedings pertaining to Seller's Other Property Rights pending before such Governmental Authority. Purchaser shall provide Seller with written evidence of compliance with the foregoing within thirty days after Closing. Seller shall reasonably cooperate with Purchaser's compliance with this subparagraph (g), at no cost or expense to Seller other than for de minimus amounts, such cooperation shall include, but not be limited to, joining in the execution of any documents reasonably requested by Purchaser. The provisions of this subparagraph (g) shall survive Closing and Purchaser hereby indemnifies and agrees to defend Seller against any and all claims, losses, costs and expenses including, without limitation, reasonable attorneys' fees and disbursements, arising out of breach of the foregoing obligations; (h) execute and deliver such documents, statements and materials, amend all necessary pleadings and take such further action as shall be required by any court of law to (i) perfect the assignment by Seller and assumption by Purchaser of Seller's Pending Litigation, (ii) formally advise any such court of a change in ownership of the Property and (iii) to substitute Purchaser in place of Seller in any proceedings or pleadings pertaining to Seller's Pending Litigation before any such court of law. Purchaser shall provide Seller with written evidence of compliance with the foregoing at Closing or within thirty days after Closing. Seller shall reasonably cooperate with Purchaser's compliance with this subparagraph (h), at no cost or expense to Seller other than for de minimus amounts, such cooperation shall include, but not be limited to, joining in the execution of any documents reasonably requested by Purchaser. The provisions of this subparagraph (h) shall survive the Closing and Purchaser hereby indemnifies and agrees to defend Seller against any and all claims, losses, costs and expenses including, without limitation, reasonable attorneys' fees and disbursements, arising out of breach of the foregoing obligations; (i) execute and deliver a direction letter to the Closing StatementEscrow Agent authorizing release of the Deposit to Seller; (j) execute and deliver the Transfer Tax Returns, Equalization Form and Multiple Dwelling Affidavit and such other returns and affidavits and instruments required under any other tax laws applicable to the transactions contemplated herein; (k) execute and deliver a Preliminary Residential Property Transfer form in the form required by HPD; and (fl) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a1) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred federal funds pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and it being further understood that Seller shall receive such proceeds at its bank account no later than 3:00 p.m. Eastern time on the date of Closing, failing which the pro-rations shall be redetermined to coincide with the date on which said funds are received prior to 3:00 p.m. Eastern time (time being of the essence with respect to this subparagraph); (b2) join Seller in execution of the instruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (3) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and letter duly executed by Purchaser, identifying any representation confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and, if Purchaser is unable or warranty that is notunwilling to make such a representation, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event then Purchaser shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason ofhereunder, any breach of representation or warranty that results from any change that (i) occurs between and Seller shall have the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in right to terminate this Agreement shall be deemed and to have been modified by all statements made in receive and retain the Purchaser Closing CertificateXxxxxxx Money; (d4) deliver to the Title Company Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f5) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deliver to SellerEscrow Agent the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided, prior to 2:00 p.m. (Eastern time) on the Closing Date, in immediately available federal funds wire transferred by wire pursuant to Section 1.3Escrow Agent's Account, and deliver to Escrow Agent instructions to release the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, to Seller; (b) join Seller in execution of all counterparts of the Xxxx of Sale and Assignment and the Tenant Notice. In connection with the Tenant Notice, Purchaser shall deliver to Seller an executed counterpart each and every tenant of the Property under a Lease thereof a signed statement acknowledging Purchaser's receipt and responsibility for each tenant's security deposit (to the Assignment extent credited or delivered by Seller to Purchaser at Closing), if any, all in compliance with and Assumption to the extent required by the applicable law. The provisions of Membership Intereststhis sub-section shall survive Closing; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (ed) deliver an to Seller a certificate dated as of the date of Closing and duly executed counterpart by Purchaser, (i) reaffirming the provisions of Article 9 and confirming that such provisions remain and will continue in full force and effect as of and after the Closing, and (ii) stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the Closing Statementchange); provided, however, that the inclusion of any change or exception in such certificate shall not prejudice Seller's rights under this Agreement with respect to the subject matter of such change or exception, including the right of Seller to terminate this Agreement and receive the Xxxxxxx Money; and (fe) deliver a closing statement(s) evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall include the Deposit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts and Assumption of Membership InterestsTenant Notices; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.7(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.7(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the occurrence reasonable control of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificateprevent; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing StatementPurchaser; (f) execute a closing and proration statement; and (fg) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution and delivery of the Assignment of Ground Lease, Assignments of Leases, Assignments of Contracts and Assumption of Membership InterestsTenant Notices for each Project; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (d) deliver such affidavits, if any, as may be customarily and reasonably required by the Title Company to be delivered by a purchaser in a form reasonably acceptable to Purchaser; (e) deliver an executed counterpart execute a closing statement acceptable to the Closing Statement; andPurchaser; (f) deliver such documents as shall be reasonably required to consummate the assignment and assumption of the Redemption Core Property I Debt if Purchaser becomes obligated to purchase Redemption Core Property I under this Agreement; (g) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, provided, however, that in no event shall Purchaser be required to indemnify the Title Company, Seller, GECC, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion; and (h) offer employment to the Property Employees (as defined in Section 10.20) on and subject to the terms set forth in Section 10.20.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to less the Deposit, and as otherwise increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Korein Ground Lease Assignment, the LIRR Ground Lease Assignment, the Assignment of Leases, the Assignment of Contracts and Assumption of Membership Intereststhe Tenant Notices; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.5(a) or (b) hereof needs to be modified due to changes since the Effective Purchaser Execution Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.5(a) or (b) hereof which results from any change of facts that (i) occurs between the Effective Date and the Closing Date date of Closing, and (ii) is expressly permitted under beyond the terms reasonable control of this AgreementPurchaser to prevent and otherwise does not result from a breach of any covenant made by Purchaser hereunder; provided, however, that the occurrence of a change that of facts which is beyond the reasonable control of Purchaser to prevent (and does not permitted hereunder shall result from a breach of any covenant made by Purchaser hereunder) shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and 17 warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing Statement; andPurchaser; (f) execute a closing statement acceptable to Purchaser and Seller; (g) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; and (h) join with Seller in causing the Escrow Agent to pay the Deposit to Seller by wire transfer of immediately available funds to a bank account designated by Seller in writing at least five (5) business days before the Closing.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall include the Deposit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership Intereststhe Trizec Lease; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.7(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.7(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the occurrence reasonable control of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificateprevent; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; (f) execute a closing and proration statement; (g) execute and deliver the Closing StatementManagement Agreement to Trizec Manager; and (fh) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: : (ai) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (less the amount of the Deposit released by the Escrow Agent and to be applied towards the Purchase Price and less the amount of the Repairs Credit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 2.4 hereof and (ii) obtain or execute, at Purchaser’s expense, and deliver in escrow to Escrow Agent all of the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing): (a) the Assignment of Leases and the Tenant Notices; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership InterestsWithholding Escrow Agreement; (c) in the event that any representation or warranty Assignment of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateContracts; (d) deliver to the Title Company such evidence as the Title Company reasonably may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits and other documents as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; (f) the Closing Statement; (g) a certificate of Purchaser, dated as of the Closing and executed on behalf of Purchaser by a duly authorized officer thereof, certifying that the representations and warranties of Purchaser contained in Section 6.5 are true, complete and correct in all material respects as of the Closing Date; (h) any returns, questionnaires and other documents as shall be required pursuant to Section 5.5(a) hereof; and (fi) deliver such additional documents as shall be reasonably required by the Title Company or Seller to consummate the transaction contemplated by this AgreementAgreement and which are usual and customary in similar commercial real estate closings in the Frisco, Texas metropolitan area.

Purchaser’s Obligations at Closing. 4.03.1 At or prior to the Closing, Purchaser shallshall deliver, or cause to be delivered, to Seller, the following: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount balance of the Purchase Price, subject reduced by the (a) Deposit released to prorations Seller in accordance with this Contract and adjustments as provided herein(b) the Additional Deposit, if any, on deposit with the Escrow Agent, which shall be paid to Seller at Closing; (b) deliver to Seller an executed counterpart Purchaser's signature to the Assignment and Assumption of Membership InterestsClosing Statement; (c) in an ALTA statement, Gap undertaking if required by the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason ofTitle Company, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date required real estate transfer tax declarations and the Closing Date and (ii) is expressly permitted under disbursing statement prepared by the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateTitle Company; (d) deliver to such other documents, instruments or agreements which may be required by the Title Company such evidence as the Title Company may reasonably require as a condition to the authority issuance of its title insurance policy as herein contemplated, provided that Purchaser shall not, in connection with the person execution and delivery of any such other documents, instruments or persons executing documents on behalf of Purchaser;agreements be obligated to incur any liabilities or obligations in addition to those otherwise herein in this Contract contemplated; and (e) Such other documents, instruments or agreements which Purchaser may be required to deliver an executed counterpart to Seller pursuant to the Closing Statementprovisions of this Contract. 4.03.2 At Closing, Purchaser shall be responsible for the payment of payment of Purchaser's portion of the closing costs as hereinafter specified. It shall be a Purchaser's condition to close that all of the following be true and current as of the Closing, failing which Purchaser shall be entitled to terminate the Contract and receive back the Deposit (and Additional Deposit if applicable), provided that if a failure of a Purchaser condition to close is a result of a Seller breach, then Purchaser shall be entitled to exercise all remedies under Section 5.02 of this Contract: (a) Seller is not in default of any covenant of Seller under this Contract (and there is no circumstance but for the passage of time would constitute a breach), and all of Seller's warranties and representations shall be true and correct in all material respects; (b) All Mandatory Cure Items are satisfied; and (fc) deliver such additional documents Any items in this Contract identified as shall be reasonably required a Purchaser condition precedent to consummate the transaction contemplated by this Agreementclose has been satisfied.

Purchaser’s Obligations at Closing. At the Closing, Purchaser shallshall deliver the Purchase Price by wire transfer to an account designated by Seller at or prior to the Closing and further agrees to execute and deliver to Seller, the following: (ai) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount The Xxxx of the Purchase Price, subject to prorations Sale and adjustments as provided hereinAssignment and Assumption Agreement; (bii) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership InterestsThe Employment Agreement; (ciii) The Non-Competition Agreement; (iv) If, at the time of Closing, any of the Rigs are being operated by Seller and pursuant to the terms of this Agreement the related drilling contract which is being performed by Seller is not to be transferred to the Purchaser, a Daywork Contract, with respect to each affected Rig(s) to allow the Seller to complete such drilling contract(s); provided, however, that notwithstanding anything herein to the contrary, the Purchaser shall have no obligation to enter into any Daywork Contract unless the Seller demonstrates that it is in compliance with the event that any representation or warranty of Purchaser insurance provisions set forth in Section 3.2 needs the Daywork Contract at the time of Closing, and if Seller is not in compliance with such insurance provisions the Seller may not refuse to Close on the basis that Purchaser will not enter into such Daywork Contract, in which event at Closing the Seller will be modified due to changes since solely responsible for performing the Effective Datedrilling contract (or portion of a drilling contract) which would have otherwise been performed under a Daywork Contract; (v) Resolutions of the general partner of Purchaser evidencing the authorization of the execution, deliver to Seller a delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby, certified by the Secretary of the general partner of Purchaser; (vi) A certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed signed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state President of facts giving rise the general partner of Purchaser to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, effect that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties of Purchaser set forth in this Agreement, as of the date of this Agreement shall and as of the Effective Time, are true and correct in all material respects and that all covenants, agreements and conditions required by this Agreement to be deemed performed or complied with prior to or at the Closing have been modified by all statements made in the Purchaser Closing Certificateso performed or complied with; (dvii) deliver to Resolutions evidencing the Title Company such evidence as the Title Company may reasonably require as to the authority authorization of the person or persons executing documents on behalf execution, delivery and performance of this Agreement by Pioneer Drilling Company, a Texas corporation and indirect ultimate parent company of Purchaser; (e) deliver an executed counterpart to , and the Closing Statementconsummation of the transactions contemplated hereby, certified by the Secretary of Pioneer Drilling Company; and (fviii) deliver such Such additional certificates, proceedings, instruments and other documents as shall Seller may reasonably request to evidence compliance by Purchaser with this Agreement and applicable legal requirements and the performance and satisfaction by Purchaser, at or prior to the time of Closing, of all agreements then to be reasonably required performed and all conditions then to consummate the transaction contemplated be satisfied by this AgreementPurchaser.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall include the Deposit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred federal funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in the execution of the Assignment of Leases, the Assignment of Contracts and Assumption of Membership Intereststhe Tenant Notices; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.5(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.5(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the Closing Date date of Closing, and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing StatementPurchaser; (f) execute a closing statement acceptable to Purchaser; and (fg) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At ClosingOn or before the applicable Closing Date, Purchaser shall: (a) pay deliver to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Escrow Agent the full amount of the applicable Purchase PricePrice set forth on Schedule 2.3, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire‑transferred funds pursuant to Section 2.4 hereof, it being agreed that at Closing the applicable Deposit (including the Independent Contract Consideration with respect to the last Closing) shall be delivered to the applicable Seller and applied towards payment of that Purchase Price; (b) deliver to Seller an executed counterpart to Escrow Agent the Assignment and Assumption of Membership Interests, and the Vendor Notices, each duly executed by Purchaser; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller Escrow Agent a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty Purchaser stating that is not, or no longer is, the representations and warranties of Purchaser contained in Section 6.5 hereof are true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment all material respects as of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatedate of Closing; (d) deliver to the Title Company Escrow Agent such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and[intentionally omitted]; (f) deliver to Escrow Agent a duly executed (which execution may be by e-mailed signature) Closing Statement in form and content reasonably acceptable to the applicable Seller and Purchaser; and (g) deliver to Escrow Agent such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At the Closing, Purchaser shallshall deliver to Seller the following in form and substance satisfactory to Seller and its counsel: (a) pay to Seller, in immediately available federal funds transferred by wire the Cash Purchase Price pursuant to the terms and limitations set forth in Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein2.5; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership InterestsAgreement, duly executed by Purchaser; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective DateTransition Services Agreement, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority each of the person or persons executing documents on behalf of Sublease Agreements, duly executed by Purchaser; (e) deliver a certificate of the Secretary or an executed counterpart to Assistant Secretary (or equivalent officer) of Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Purchaser authorizing the execution, delivery, and performance of this Agreement and the documents contemplated hereunder and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (f) a certificate providing that (i) the representations and warranties of Purchaser contained in this Agreement, the documents contemplated hereunder, and any certificate or other writing delivered pursuant hereto are true and correct in all material respects if not qualified by materiality, or in all respects if so qualified, on and as of the Closing StatementDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), and (ii) Purchaser duly performed and complied in all material respects with all obligations, agreements, covenants, and conditions required by this Agreement and each of the documents contemplated hereunder to be performed or complied with by it prior to or on the Closing Date, provided, that, with respect to obligations, agreements, covenants, and conditions that are qualified by materiality, Purchaser performed such obligations, agreements, covenants, and conditions, as so qualified, in all respects; and (fg) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreementan executed Flow of Funds Memorandum.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (it being understood that a portion of the Purchase Price may be payable by the disbursement by Escrow Agent of the Deposit to Seller at the Closing in immediately available wire transferred funds), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts and Assumption of Membership InterestsTenant Notices; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.5(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.5(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(C) hereof; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing StatementPurchaser; (f) execute a closing statement acceptable to Purchaser and Seller; and (fg) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. (a) At the Closing, Purchaser shall:agrees to deliver, or cause to be delivered, as the case may be, to Seller (and, as applicable, execute): (ai) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments Price as provided hereinin Section 2 hereof; (bii) deliver to Seller an executed counterpart to a certified copy of resolutions adopted by the Assignment Board of Directors of Purchaser authorizing the execution, delivery and Assumption performance of Membership Intereststhis Agreement and Purchaser's Related Agreements (as defined in Section 7(a) hereof); (ciii) in a copy of Purchaser's certificate of incorporation, as amended, certified by the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as Office of the Closing Date Secretary of State of Delaware, and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, a true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment copy of the condition set forth in Section 4.3(c). If, despite changes or other matters described in by-laws of Purchaser as certified by the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf secretary of Purchaser; (eiv) deliver an executed counterpart opinion of Purchaser's counsel substantially in the form of Schedule 5(a)(iv) annexed hereto; (v) the Consulting Agreement; (vi) the Personal Property Assignment; (vii) the Non-Competition Undertaking, and the payment of $700,000 to the Closing StatementShareholder pursuant thereto; (viii) the Lease Agreement; and (fix) deliver such additional all other documents as shall be reasonably and instruments required to consummate be delivered to Seller pursuant to the transaction contemplated by provision of this Agreement. (b) At any time and from time to time after the Closing, at Seller's request and expense, Purchaser shall execute and deliver such other additional instruments as Seller may reasonably deem necessary to evidence Purchaser's obligations under this Agreement, and Purchaser agrees to take such actions as may be reasonably necessary to carry out the purposes and intentions of this Agreement. For a reasonable period of time following the Closing, Purchaser shall provide Seller with reasonable access to all books and records of Seller that are delivered to Purchaser hereunder relating to Seller's Assets and the period through the Closing Date.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available funds via wire transfer to the Escrow Agent pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and letter duly executed by Purchaser, identifying any representation confirming that Purchaser is not acquiring the Property in whole or warranty that part with the assets of an employee benefit plan (an “Employee Benefit Plan”) as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, in the event Purchaser is notunable or unwilling to make such a representation, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event Purchaser shall Purchaser be liable to Seller for, or be deemed to be in default hereunder hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Xxxxxxx Money; (c) deliver to Seller a certificate, dated as of the date of Closing, and executed on behalf of Purchaser by reason ofa duly authorized officer thereof, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, stating that the occurrence representations and warranties of a change that is not permitted hereunder shall constitute the non-fulfillment Purchaser contained in this Agreement are true and correct in all material respects as of the condition date of Closing. Such certificate shall expressly state that it is made subject to the limitations of survival and rights with respect thereof set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in 5.3 of this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateAgreement; (d) deliver to the Title Company Seller such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;; and (e) deliver to Seller an executed counterpart affidavit of interest to be filed with the Closing StatementRegister of Deeds evidencing Seller’s obligations under Section 5.6(c) of this Agreement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price (less the amount of the Deposit released by the Escrow Agent and to be applied towards the Purchase Price, subject to including all accrued interest earned thereon, if applicable), as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 2.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership InterestsWithholding Escrow Agreement; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)of Purchaser, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized officer thereof, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, certifying that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth of Purchaser contained in this Agreement shall be deemed to have been modified by Section 6.5 are true, complete and correct in all statements made in material respects as of the Purchaser Closing CertificateClosing; (d) deliver to the Title Company such evidence as the Title Company it may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits and other documents as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; (f) execute and deliver the Closing Statement; (g) execute and deliver any returns, questionnaires and other documents as shall be required pursuant to Section 5.5(a) hereof; (h) execute and deliver the Certificate and Release; and (fi) deliver such additional documents as shall be reasonably required by the Title Company or Seller to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available funds pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and letter duly executed by Purchaser, identifying any representation confirming that Purchaser is not acquiring the Property in whole or warranty that part with the assets of an employee benefit plan (an “Employee Benefit Plan”) as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, in the event Purchaser is notunable or unwilling to make such a representation, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event Purchaser shall Purchaser be liable to Seller for, or be deemed to be in default hereunder hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Xxxxxxx Money; (c) deliver to Seller a certificate, dated as of the date of Closing, and executed on behalf of Purchaser by reason ofa duly authorized officer thereof, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, stating that the occurrence representations and warranties of a change that is not permitted hereunder shall constitute the non-fulfillment Purchaser contained in this Agreement are true and correct in all material respects as of the condition date of Closing. Such certificate shall expressly state that it is made subject to the limitations of survival and rights with respect thereof set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in 5.3 of this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateAgreement; (d) deliver to the Title Company Seller such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser;; and (e) deliver to Seller an executed counterpart affidavit of interest to be filed with the Closing StatementRegister of Deeds evidencing Seller’s obligations under Section 5.7(c) of this Agreement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deposit with Escrow Agent and cause to Seller, in immediately available federal funds transferred by wire pursuant be paid to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall include the Deposit and the proceeds of the Mortgage Loan), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts and Assumption of Membership InterestsTenant Notices; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.5(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.5(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, as reasonably determined by Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; (f) execute a closing statement acceptable to Purchaser; (g) execute such documents as may be required pursuant to and satisfy the Closing Statementterms and conditions of Article X hereof; and (fh) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) : pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided herein; (bherein provided, in immediately available wire transferred funds pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price; join Seller in execution of the instruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) and deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. Credits and Prorations. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: rents, if any, as and when collected (the term "rents" as used in this Agreement includes all payments due and payable by tenants under the Leases); general real estate taxes and assessments levied against the Property for the year 2002 ("Taxes"); payments under the Operating Agreements; gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located; and payments under the Mall Agreements, if any. Notwithstanding anything contained in the foregoing provisions: At Closing, (A) Seller shall, at Seller's option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller's option, Seller shall be entitled to receive and retain such refundable cash and deposits. If the amount of the 2002 Taxes is not known at Closing, Taxes shall be prorated based upon an estimate of $1,407,504. To the extent that the actual 2002 Taxes differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following issuance of the final tax bills. Charges referred to in Section 4.4(a) above which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Purchaser shall credit to Seller an amount equal to all such charges so paid by Seller. Any discounts for the prepayment paid by Seller of any taxes, water rates or sewer rents shall be prorated at Closing. As to gas, electricity and other utility charges referred to in Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller's obligation to pay such item directly in such case shall survive the Closing. Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (1) as a result of any Amended Leases (as hereinafter defined), approved or deemed approved in accordance with Section 5.4 hereof, between July 9, 2002 and the date of Closing, and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between July 9, 2002 and the date of Closing, and (B) all Tenant Inducement Costs which become due and payable from and after the date of Closing. Except as set forth above, Seller shall be responsible for the payment of any other leasing commissions or management fees which become due and payable pursuant to the Existing Agreement. If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. For purposes hereof, the term "Tenant Inducement Costs" shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, and design and refurbishment allowances. The term "Tenant Inducement Costs" shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the date of Closing. Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser's operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as reimbursements for real estate taxes and year end common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller's portion thereof shall be remitted promptly to Seller by Purchaser. Purchaser shall send to the tenants no later than April 30, 2003, the year 2002 reconciliation of common area maintenance charges and real estate taxes. With respect to percentage rents, upon receipt by Purchaser, Purchaser shall furnish to Seller copies of all sales reports received from tenants relative thereto, including, without limitation, all sales reports with respect to any tenants whose lease years have expired as of the Closing but whose sales reports were not available on Closing and sales reports of any tenants whose lease year expires after the Closing, and the amount of any percentage rents payable by any tenant in accordance with such tenant's Lease. Purchaser shall pay to Seller a pro-rata portion of such percentage rents, based upon apportionment being made as of the Closing, promptly after the date when such percentage rents are received from the tenant, subject to Purchaser's audit rights as landlord under any such Lease, and such other delays as may be reasonably necessary to avoid an accord and satisfaction claim by any such tenant. The provisions of this Section 4.4 shall survive Closing.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (less the Deposit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.3 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership Intereststhe Closing Statement; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 5.6 hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Section 5.6 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the occurrence reasonable control of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificateprevent; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing StatementPurchaser; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At 6.1 Purchasers' Obligations at Closing, Purchaser shall. The Purchasers shall satisfy the following conditions on or before the Closing Date: (a) pay Purchasers shall have performed in all material respects all the covenants and agreements required to Seller, in immediately available federal funds transferred be performed by wire pursuant them under this Agreement prior to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided hereinClosing; (b) deliver Seller shall have received from Purchasers' counsel, Vedder, Price, Xxxxxxx & Kammholz, an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to Seller an executed counterpart and dated the Closing Date, in form and substance reasonably satisfactory to the Assignment and Assumption of Membership InterestsSeller; (c) there shall have been no change in the event that any representation operations, financial condition, operating results or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as assets of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchasers which has had a Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateMaterial Adverse Effect; (d) deliver to no action or proceeding before any court or government body shall be pending or threatened which shall result in a judgment, decree or order which would prevent the Title Company such evidence as the Title Company may reasonably require as to the authority carrying out of this Agreement or any of the person transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or persons executing documents on behalf of Purchasercause such transactions to be rescinded; (e) deliver an Shareholders shall have executed counterpart the Investment Letters; (f) Consulting and Xxxxxx shall have executed the Xxxxxx Agreement; (g) Consulting and Xxxxx X. XxXxxxxx shall have executed the XxXxxxxx EBS Agreement; (h) the Lease Consent shall have been delivered to Purchasers and those certain consents to commission assignments from New York Life Insurance Company shall have been delivered to Purchasers; (i) the Closing StatementXxxxx EBC Agreement, the Rich EBS Agreement and Wyrtzen EBS Agreement shall have been delivered to Purchasers; (j) the Rich Director Agreement shall have been entered into by the parties thereto; and (fk) deliver such additional all proceedings to be taken by Purchasers in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents as required to effect the transactions contemplated hereby reasonably requested by Seller shall be reasonably required satisfactory in form and substance to consummate the transaction contemplated by this AgreementSeller and its counsel.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, prior to 5:00 P.M. (local time at the Property), on the Closing Date, in immediately available federal funds wire transferred to Seller’s Account pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be delivered to Seller by wire transfer of immediately available funds to Seller’s Account and applied towards payment of the Purchase Price; (b) join Seller in execution of the instruments described in Sections 4.2(c), 4.2(d), 4.2(e) and 4.2(g) above, and deliver Purchaser’s original counterparts of same to Seller an executed counterpart to the Assignment and Assumption of Membership InterestsSeller; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized officer thereof, identifying any representation or warranty stating that is not, or no longer is, the representations and warranties of Purchaser contained in this Agreement are true and correct and explaining the state in all material respects as of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateDate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably requested by the Title Company or Seller or required to consummate the transaction contemplated by this Agreement, provided, however, that in no event shall Purchaser be required to undertake any other material liability not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion; and (f) deliver a copy of Purchaser’s duly executed counterpart to a closing statement in form and substance acceptable to Purchaser.

Purchaser’s Obligations at Closing. 4.03.1 At or prior to the Closing, Purchaser shallshall deliver, or cause to be delivered, to Seller, the following: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount balance of the Purchase Price, subject reduced by the (a) Deposit released to prorations Seller in accordance with this Contract and adjustments as provided herein(b) the Additional Deposit, if any, on deposit with the Escrow Agent, which shall be paid to Seller at Closing; (b) deliver to Seller an executed counterpart Purchaser's signature to the Assignment and Assumption of Membership InterestsClosing Statement; (c) in an ALTA statement, Gap unde1iaking if required by the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason ofTitle Company, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date required real estate transfer tax declarations and the Closing Date and (ii) is expressly permitted under disbursing statement prepared by the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing CertificateTitle Company; (d) deliver to such other documents, instruments or agreements which may be required by the Title Company such evidence as the Title Company may reasonably require as a condition to the authority issuance of its title insurance policy as herein contemplated, provided that Purchaser shall not, in connection with the person execution and delivery of any such other documents, instruments or persons executing documents on behalf of Purchaser;agreements be obligated to incur any liabilities or obligations in addition to those otherwise herein in this Contract contemplated; and (e) Such other documents, instruments or agreements which Purchaser may be required to deliver an executed counterpart to Seller pursuant to the Closing Statementprovisions of this Contract. 4.03.2 At Closing, Purchaser shall be responsible for the payment of payment of Purchaser's po1iion of the closing costs as hereinafter specified. It shall be a Purchaser's condition to close that all of the following be true and current as of the Closing, failing which Purchaser shall be entitled to terminate the Contract and receive back the Deposit (and Additional Deposit if applicable), provided that if a failure of a Purchaser condition to close is a result of a Seller breach, then Purchaser shall be entitled to exercise all remedies under Section 5.02 of this Contract: (a) Seller is not in default of any covenant of Seller under this Contract (and there is no circumstance but for the passage of time would constitute a breach), and all of Seller's warranties and representations shall be true and correct in all material respects; (b) All Mandatory Cure Items are satisfied; and (fc) deliver such additional documents Any items in this Contract identified as shall be reasonably required a Purchaser condition precedent to consummate the transaction contemplated by this Agreementclose has been satisfied.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deliver to SellerEscrow Agent the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided, prior to 2:00 p.m. (Eastern Standard time) on the Closing Date, in immediately available federal funds wire transferred by wire pursuant to Section 1.3Escrow Agent's Account, and deliver to Escrow Agent instructions to immediately release the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, to Seller; (b) join Seller in execution of all counterparts of the Xxxx of Sale and Assignment and the Tenant Notice. In connection with the Tenant Notice, Purchaser shall deliver to Seller an executed counterpart each and every tenant of the Property under a Lease thereof a signed statement acknowledging Purchaser's receipt and responsibility for each tenant's security deposit (to the Assignment extent credited or delivered by Seller to Purchaser at Closing), if any, all in compliance with and Assumption to the extent required by the applicable law. The provisions of Membership Intereststhis sub-section shall survive Closing; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company it may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (ed) deliver an to Seller a certificate dated as of the date of Closing and duly executed counterpart to by Purchaser, (i) reaffirming the Closing Statementprovisions of Article 9 and confirming that such provisions remain and will continue in full force and effect as of and after the Closing, and (ii) stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement are true and correct in all material respects as of the date of Closing; and (fe) deliver a closing statement evidencing the transaction contemplated by this Agreement and such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement, provided, however, that in no event shall Purchaser be required to indemnify Seller or Title Company or undertake any other material liability not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase Price, subject to prorations as increased or decreased by prorations, credits and adjustments as provided hereinherein provided, pursuant to Section 1.4; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership InterestsContractor Notices; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the commercially reasonable control of Purchaser to prevent shall, if materially adverse to Seller, as Seller’s sole remedy constitute the non-fulfillment of the condition set forth in Section 4.3(c4.7(c). If; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing Closing documents on behalf of Purchaser; (e) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser; (f) execute a closing statement acceptable to Purchaser; (g) deliver to Seller and Escrow Agent an executed counterpart to the Closing Statementaffidavit under Mississippi Code annotated 27-7-308; and (fh) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementAgreement in accordance with the terms and conditions hereof.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall be paid by Escrow Agent releasing the Deposit to Seller and Purchaser paying the balance of the Purchase Price to Seller), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts, Tenant Notices and Assumption of Membership InterestsNYC Notice; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 herein needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.6 (a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof provided nothing contained in this Section shall be deemed to waive any remedies Seller may have for a default by Purchaser; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing Statement; andPurchaser; (f) execute a closing statement acceptable to Purchaser; (g) join Seller in the execution of a works of art agreement that shall be in substantially the form of Exhibit T attached hereto and made a part hereof; (h) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deliver to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Escrow Agent the full amount of the Purchase Price, subject to as increased or decreased by prorations and adjustments as herein provided hereinon the Closing Date, in immediately available federal funds wire transferred to Escrow Agent’s Account pursuant to Section 1.5 above, it being agreed that at Closing the Xxxxxxx Money shall be applied towards payment of the Purchase Price, and deliver to Escrow Agent instructions to immediately release the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, to Seller; (b) join Seller in execution of all counterparts of the Xxxx of Sale and Assignment and the Tenant Notice. In connection with the Tenant Notice, Purchaser shall deliver to Seller an executed counterpart each and every tenant of the Property under a Lease thereof a signed statement acknowledging Purchaser’s receipt and responsibility for each tenant’s security deposit (to the Assignment extent credited or delivered by Seller to Purchaser at Closing), if any, all in compliance with and Assumption to the extent required by the applicable law. The provisions of Membership Intereststhis sub-section shall survive Closing; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as Seller’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (ed) deliver an to Seller a certificate dated as of the date of Closing and duly executed counterpart to by Purchaser, (i) reaffirming the Closing Statementprovisions of Section 5.7(a) and Article 9 and confirming that such provisions remain and will continue in full force and effect as of and after the Closing, and (ii) stating that the representations and warranties of Purchaser contained in Section 5.5 of this Agreement are true and correct in all material respects as of the date of Closing; and (fe) deliver such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement, provided, however, that in no event shall Purchaser be required to undertake any other material liability not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion. This Section 4.3 shall survive the Closing.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, Seller the full amount of the Purchase PricePrice (which amount shall include the Deposit), subject to as increased or decreased by prorations and adjustments as provided hereinherein provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) deliver to join Seller an executed counterpart to in execution of the Assignment of Leases, Assignment of Contracts and Assumption of Membership InterestsTenant Notices; (c) in In the event that any representation or warranty of Purchaser set forth in Section 3.2 Sections 5.5(a) or (b) hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Purchaser by a duly executed by Purchaserauthorized representative thereof, identifying any such representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that set forth in Sections 5.5(a) or (b) hereof which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Purchaser to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Purchaser to prevent shall, if materially adverse to Seller, constitute the non-fulfillment of the condition set forth in Section 4.3(c). If4.7(c) hereof; if, despite changes or other matters described in the Purchaser Closing Certificatesuch certificate, the Closing occurs, Purchaser’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificatesuch certificate; (d) deliver to the Title Company Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to the Closing StatementPurchaser; (f) execute a closing statement acceptable to Purchaser; and (fg) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. (a) At the Closing, Purchaser shall:agrees to deliver, or cause to be delivered, as the case may be, to Sellers (and, as applicable, execute): (ai) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments Price as provided hereinin Section 2 hereof; (bii) deliver to Seller an executed counterpart to a certified copy of resolutions adopted by the Assignment Board of Directors of Purchaser authorizing the execution, delivery and Assumption performance of Membership Intereststhis Agreement; (ciii) in a copy of Purchaser's certificate of incorporation, as amended, certified by the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as Office of the Closing Date Secretary of State of Delaware, and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, a true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment copy of the condition set forth in Section 4.3(c). If, despite changes or other matters described in by-laws of Purchaser as certified by the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf secretary of Purchaser; (eiv) deliver an executed counterpart opinion of Purchaser's counsel, customary in form and substance for transactions of the type contemplated by this Agreement; (v) the Employment Agreements; (vi) the Escrow Agreement and confirmation by Chase of the establishment of the Escrow Account (as defined in the Escrow Agreement) and the deposit of the Holdback pursuant thereto; (vii) the certificate required pursuant to Section 15(c)(iii) hereof; (viii) the Closing Statementcertificates representing the Shares to be delivered hereunder; (ix) the resignation of Xxxxxxxx as a trustee under the Company's 401(K) plan or any other benefit plan; and (fx) deliver such additional all other documents as shall be reasonably and instruments required to consummate be delivered to Sellers pursuant to the transaction contemplated by provision of this Agreement. (b) At any time and from time to time after the Closing, at Sellers' request and expense, Purchaser shall execute and deliver such other additional instruments as Sellers may reasonably deem necessary to evidence Purchaser's obligations under this Agreement, and Purchaser agrees to take such actions as may be reasonably necessary to carry out the purposes and intentions of this Agreement.

Purchaser’s Obligations at Closing. At the Closing, Purchaser shallshall deliver the Purchase Price by wire transfer to an account designated by Seller at or prior to the Closing and further agrees to execute and deliver to Seller, the following: (ai) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount Xxxx of the Purchase Price, subject to prorations Sale and adjustments as provided hereinAssignment and Assumption Agreement; (bii) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership InterestsEmployment Agreement; (ciii) the Non-Competition Agreements; (iv) if, at the time of Closing, any of the Rigs are being operated by Seller and pursuant to the terms of this Agreement the related drilling contract which is being performed by Seller is not to be transferred to the Purchaser, a Daywork Contract, with respect to each affected Rig(s) to allow the Seller to complete such drilling contract(s); provided, however, notwithstanding anything herein to the contrary, the Purchaser shall have no obligation to enter into any Daywork Contract unless the Seller demonstrates that it is in compliance with the event that any representation or warranty of Purchaser insurance provisions set forth in Section 3.2 needs the Daywork Contract at the time of Closing, and if Seller is not in compliance with such insurance provisions the Seller may not refuse to Close on the basis that Purchaser will not enter into such Daywork Contract, in which event at Closing the Seller will be modified due to changes since solely responsible for performing the Effective Datedrilling contract (or portion of a drilling contract) which would have otherwise been performed under a Daywork Contract; (v) resolutions of the general partner of Purchaser evidencing the authorization of the execution, deliver to Seller delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby, certified by the Secretary of the general partner of Purchaser; (vi) a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed signed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state President of facts giving rise the general partner of Purchaser to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, effect that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties of Purchaser set forth in this Agreement, as of the date of this Agreement shall and as of the Closing, are true and correct in all material respects and that all covenants, agreements and conditions required by this Agreement to be deemed performed or complied with prior to or at the Closing have been modified by all statements made in the Purchaser Closing Certificateso performed or complied with; (dvii) deliver to resolutions evidencing the Title Company such evidence as the Title Company may reasonably require as to the authority authorization of the person or persons executing documents on behalf execution, delivery and performance of this Agreement by Pioneer Drilling Company, parent company of Purchaser; (e) deliver an executed counterpart to , and the Closing Statementconsummation of the transactions contemplated hereby, certified by the Secretary of Pioneer Drilling Company; and (fviii) deliver such additional certificates, proceedings, instruments and other documents as shall Seller may reasonably request to evidence compliance by Purchaser with this Agreement and applicable legal requirements and the performance and satisfaction by Purchaser, at or prior to the time of Closing, of all agreements then to be reasonably required performed and all conditions then to consummate the transaction contemplated be satisfied by this AgreementPurchaser.