Common use of Seller’s Closing Conditions Clause in Contracts

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The following Seller shall not be conditions precedent to Seller's obligation obligated to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement unless: (a) All of the Purchaser’s representations and warranties of set forth in this Agreement are not satisfied true and correct, in all material respects on or before respects, as of the Closing Date, or the Seller may, at its option (a) waive such condition specifically and close this transaction with no increase expressly waives each untrue representation and warranty in the Purchase Price, or writing; (b) terminate this Agreement by notice in writing Purchaser delivers to Purchaser.the Seller: (ai) On a closing certificate, dated the Closing Date, all executed by an officer of the Purchaser's representations , certifying the satisfaction of the conditions specified in 8.2; (ii) a certified copy of the Purchaser’s Articles of Incorporation, and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects a Certificate of Good Standing, each covenant to have been performed issued by Purchaser hereunder on or before the Secretary of State of the Purchaser’s jurisdiction of formation; (iii) a certificate duly executed by the Secretary of the Purchaser, dated as of the Closing Date, includingand certifying (A) the resolutions as adopted by the Purchaser’s board of directors, without limitationin a form reasonably acceptable to the Seller, approving this Agreement and the provisions Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Purchaser’s Organizational Documents, each as in effect at the Closing; and (C) the incumbency of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation each authorized officer of the sale Purchaser signing this Agreement and purchase hereunder, (ii) any other agreement or instrument contemplated hereby to recover title to which the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or Purchaser is a party; (iv) to enjoin a statement from the violation Purchaser’s transfer agent regarding the number of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to issued and outstanding shares of Purchaser Common Stock immediately before the ownership or operation of Closing; and (v) A certificate representing the Land, the Improvements or the Personal Property.Issued Shares; and (c) On All actions to be taken by the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all in connection with consummation of the funds transactions contemplated hereby and agreements or all certificates, opinions, instruments, and other documents required to consummate, effect the transactions contemplated by the Other Purchase Agreements. Purchaser hereby shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered reasonably satisfactory in form and substance to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsSeller.

Seller’s Closing Conditions. The following shall be conditions precedent obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction of Seller's obligation , in its sole opinion, at or prior to consummate the transaction contemplated by this Agreement. If any Closing of the following conditions precedent conditions: 10.1.1 All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and satisfied all agreements required by this Agreement to Seller's obligation be performed and satisfied by Buyer at or prior to consummate the transaction Closing. 10.1.2 The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of Buyer. 10.1.3 Except for approvals covered by Sections 17.1 and 17.2 hereof, all necessary consents of and filings with any Governmental Body relating to the consummation of the transactions contemplated by this Agreement are not satisfied in all material respects on shall have been obtained, accomplished or before waived. 10.1.4 As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller may, at or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement. 10.1.5 Buyer has insurance providing the following minimum insurance coverages with limits of liability of not less than those set out below and has caused Seller to be named as an additional insured on its option (a) waive insurance policies for such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.insurance coverages: (a) On the Closing Date, Insurance which shall comply with all of Purchaser's representations applicable Workers' Compensation and warranties Occupational Disease Laws and which shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent cover all of the funds Buyer's employees performing any work or activities as to oil and agreements or other documents required gas leasehold interests subject to consummatethis Agreement. Buyer shall carry insurance for all work performed offshore, including insurance to cover Claims under the transactions contemplated by United States Longshoremen's and Harbor Workers' Act extended to include the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.Outer Continental Shelf;

Seller’s Closing Conditions. 3.01 The following shall be conditions precedent obligations of the Sellers to Seller's obligation complete the Share Exchange is subject to consummate the transaction contemplated by this Agreement. If any fulfillment and performance on or prior to the Closing of the following conditions precedent to Seller's obligation to consummate precedent, all of which are for the transaction contemplated exclusive benefit of Sellers and which may be waived in whole or in part by this Agreement are not satisfied in all material respects Sellers: (a) at the Time of Closing on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase Purchaser shall deliver to Sellers certificates registered in the Purchase Pricenames of Sellers, or in the proportions set out in Section 2.03 hereof, representing the Worldwide Data Shares (being 1,500,000 common shares of the Purchaser); (b) terminate this Agreement by notice in writing any and all regulatory approvals, notifications or consents, compliance with regulatory requirements, and any and all third party consents or waivers required to Purchaser.complete the transactions herein contemplated, shall have been obtained on terms satisfactory to Sellers, acting reasonably, and satisfactory evidence of same shall have been delivered to Sellers for review and approval; (ac) On the Closing Date, all of Purchaser's representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time, and the delivery by the Purchaser to the Sellers on Closing of the Worldwide Data Shares, properly engrossed in the names of the Sellers as specified in Section 2.03 above, shall be deemed to constitute a certificate of the Purchaser addressed to each of the Sellers, effective as of the Time of Closing, that the representations and warranties of the Purchaser contained in this Agreement remain true and correct as of the Time of Closing; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Purchaser at or before the Time of Closing shall have been complied with or performed in all material respects respects, and the delivery by the Purchaser to the Sellers on Closing of the Worldwide Data Shares, properly engrossed in the names of the Sellers as specified in Section 2.03 above, shall be deemed to constitute a certificate of the Purchaser addressed to each covenant to have been performed by Purchaser hereunder on or before of the Sellers, effective as of the Closing Date, includingthat the terms, without limitation, covenants and conditions of the provisions Purchaser in this Agreement have been complied with or performed in all respects by the Purchaser at or before the Time of Section 8.3 above.Closing; (be) On the Closing Date, there shall have been no material adverse changes in the condition (financial or otherwise), of the assets, liabilities, operations, earnings, business or prospects of Purchaser since the date hereof; and (f) no legal or regulatory action or proceeding shall be no litigation pending or threatenedthreatened by any person to enjoin, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, restrict or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, prohibit the transactions contemplated by this agreement. If any of the Other Purchase Agreements. Purchaser conditions contained in this Article III shall under no circumstances not be entitled performed or fulfilled at or prior to consummate the transaction contemplated Time of Closing to the satisfaction of Sellers, acting reasonably, Sellers may, by notice to Purchaser, terminate this Agreement unless and the obligations of Purchaser and Sellers under this Agreement. Any such condition may be waived in whole or in part by the Sellers without prejudice to any claims they may have for breach of covenant, representation or warranty. For the purposes of this Article III and the balance of this Agreement generally, any certificate or document to be approved by the Sellers and any consent to be provided by the Sellers shall have consummatedbe deemed to be approved or provided if approved or provided by those of the Sellers who own the majority of the Shares, or and any waiver that may be delivered by the Sellers, shall have tendered be deemed to the Escrow Agent be delivered, binding on all of the funds and agreements or other documents required to consummateSellers, if delivered by those of the transactions contemplated by Sellers who own the Other Purchase Agreementsmajority of the Shares.

Seller’s Closing Conditions. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions: (a) All representations and warranties of Buyer contained in this Agreement shall be conditions precedent true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing; (b) Seller shall have received a certificate dated as of the Closing, executed by a duly authorized officer of Buyer, to the effect that to such officer's knowledge the statements made under Article V above are true at and as of the Closing; (c) Seller believes that, pursuant to Section 802.3 of the FTC regulations, no Xxxx-Xxxxx-Xxxxxx Act filing is necessary, with respect to this transaction. If Buyer disagree with Seller's obligation to consummate determination, the transaction contemplated by Buyer shall notify Seller within 10 days after the execution of this Agreement. If Buyer and Seller cannot agree, then the following becomes a Seller's Closing Condition: Except for approvals covered by Section 15.1 hereof, all necessary consents of and filings with the Federal Trade Commission and any other state or federal governmental authority or agency relating to the consummation of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement shall have been obtained, accomplished or waived, and the applicable waiting periods prescribed in connection with the Xxxx-Xxxxx-Xxxxxx Act shall have elapsed or terminated (by early termination or otherwise) since the dates of the filings by the parties with respect thereto; and (d) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement. (e) All material third party consents required for the transfer of the Subject interests to Buyer shall have been received, waived, or the time for exercise has expired so as to bar their exercise. (f) Satisfactory releases of Seller's lender's mortgages on the Assets shall have been received. (g) Seller reserves the right to exchange, for other property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Real Property Assets which, in part, are the subject of this Agreement. Seller expressly reserves the right to assign its rights, but not satisfied its obligations, hereunder to a "qualified intermediary" as provided in all material respects Section 1.103(k)-1(g)(4) of the U.S. Treasury regulations on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing . Buyer agrees to Purchaser. (a) On the Closing Date, take all actions reasonably required of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Dateit, including, without limitationbut not limited to, executing and delivering documents, to permit Seller to effect the provisions of Section 8.3 above. (b) On exchange described in the Closing Datethis Section. The Seller agrees to indemnify and hold harmless the Buyer from all costs, there shall be no litigation pending or threatenedlosses, seeking (i) to enjoin the consummation expenses, and liabilities arising out of the sale and purchase hereunder, (ii) to recover title Buyer's cooperation with the Seller in accomplishing such an exchange. The Buyer makes no warranty or representation with regard to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow ability to Seller, or (iv) qualify for a tax-free exchange pursuant to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation Section 1031 of the Land, the Improvements or the Personal PropertyInternal Revenue Code. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions: (a) All representations and warranties of Buyer contained in this Agreement shall be conditions precedent true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing; (b) Seller shall have received a certificate dated as of the Closing, executed by a duly authorized officer of Buyer, to the effect that to such officer's knowledge the statements made under Article V above are true at and as of the Closing; (c) Seller believes that, pursuant to Section 802.3 of the FTC regulations, no Xxxx-Xxxxx-Xxxxxx Act filing is necessary, with respect to this transaction. If Buyer disagree with Seller's obligation to consummate determination, the transaction contemplated by Buyer shall notify Seller within 10 days after the execution of this Agreement. If Buyer and Seller cannot agree, then the following becomes a Seller's Closing Condition: Except for approvals covered by Section 14.1 hereof, all necessary consents of and filings with the Federal Trade Commission and any other state or federal governmental authority or agency relating to the consummation of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement shall have been obtained, accomplished or waived, and the applicable waiting periods prescribed in connection with the Xxxx-Xxxxx-Xxxxxx Act shall have elapsed or terminated (by early termination or otherwise) since the dates of the filings by the parties with respect thereto; and (d) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement. (e) All material third party consents required for the transfer of the Subject interests to Buyer shall have been received, waived, or the time for exercise has expired so as to bar their exercise. (f) Satisfactory releases of Seller's lender's mortgages on the Assets shall have been received. (g) Seller reserves the right to exchange, for other property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986 and the regulations promulgated thereunder, the Real Property Assets which, in part, are the subject of this Agreement. Seller expressly reserves the right to assign its rights, but not satisfied its obligations, hereunder to a "qualified intermediary" as provided in all material respects Section 1.103(k)-1(g)(4) of the U.S. Treasury regulations on or before the Closing Date. Buyer agrees to take all actions reasonably required of it, including, but not limited to, executing and delivering documents, to permit Seller may, at its option (a) waive such condition and close this transaction with no increase to effect the exchange described in the Purchase Pricethis Section. The Seller agrees to indemnify and hold harmless the Buyer from all costs, losses, expenses, and liabilities arising out of the Buyer's cooperation with the Seller in accomplishing such an exchange. The Buyer makes no warranty or (b) terminate this Agreement by notice in writing representation with regard to Purchaserthe Seller's ability to qualify for a tax-free exchange pursuant to Section 1031 of the Internal Revenue Code. (ah) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser The parties shall have performed executed a Purchase and Sale Agreement covering the Lorencito tract and the ownership interest of seller in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing DateLorencito Gas Gathering, including, without limitation, the provisions of Section 8.3 above.L.L.C. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin The parties shall have entered into an Agency Agreement in the consummation of form set forth in Exhibit G, under which Seller shall appoint Buyer as its agent in connection with the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable special use permits required with respect to the ownership or operation of the Land, the Improvements or the Personal PropertySubject Interests. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The obligation of the Seller to complete the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of all of the following conditions, any of which may be waived in writing by the Seller: (a) The representations and warranties made by the Buyer in this Agreement shall be conditions precedent true and correct as to the date hereof, and must be accurate as of the Closing Date as if made again on and as of the Closing Date as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date and except where the failure to be so true and correct would not have in the aggregate a Material Adverse Effect (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and without taking into account any discoveries, events or occurrences arising on or after the date hereof). For purposes of this Section 2.3 (a) only, the definition of Material Adverse Effect set forth in Section 2.2 (a) shall be read to exclude sub-part (ii) of such definition. (b) All of the covenants and obligations that the Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects by the Buyer. (c) Each document required to be executed and delivered pursuant to Section 2.5 shall have been executed and delivered in accordance therewith, in form and substance reasonably satisfactory to the Seller's obligation . (d) There shall not be at the Closing any Order of any Governmental Entity, or any Legal Requirement, that (a) prohibits the consummation of the transactions contemplated by this Agreement or (b) subjects the Seller to consummate any substantial penalty upon the transaction consummation of the transactions contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there There shall be no litigation action, suit, or other proceeding brought by any Governmental Entity or other person that is pending and seeks to prohibit the purchase of the Shares or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Propertytransactions contemplated by this Agreement. (ce) On All necessary approvals from the Closing Date, Purchaser Buyer’s and ADC’s Board of Directors shall have consummatedbeen obtained, or shall have tendered to including resolutions approving the Escrow Agent all purchase of the funds Shares from the Seller and agreements or other documents required to consummate, the consummation of all transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsAgreement.

Seller’s Closing Conditions. The following Without limiting any of the rights of Seller elsewhere provided for in this Agreement, Seller’s obligation to close with respect to conveyance of the Property under this Agreement shall be conditions precedent subject to Seller's obligation to consummate and conditioned upon the transaction contemplated by this Agreement. If any fulfillment of each and all of the following conditions precedent (collectively, “Seller’s Closing Conditions”): (a) All of the documents and funds required to Seller's obligation be delivered by Purchaser to consummate Seller at the transaction contemplated by this Agreement are not satisfied Closing pursuant to the terms and conditions hereof shall have been delivered; (b) Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects on or before as of the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.; (ac) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have complied with, fulfilled and performed in all material respects each covenant of the covenants, terms and conditions to have been be complied with, fulfilled or performed by Purchaser hereunder on or before hereunder; (d) Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the Closing Datetransactions contemplated hereby, including, without limitation, a tax free exchange pursuant to Section 13.23 below (and the provisions amendment of Section 8.3 above. (b) On the Closing DateSeller’s limited liability company or other organizational documents in connection therewith), there shall be no litigation pending or threatened, seeking (i) from Seller’s partners, members, managers, shareholders or directors to enjoin the extent required by Seller’s organizational documents, and (ii) as required by law; and (e) There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummatedor declare illegal, invalid or shall have tendered to the Escrow Agent all nonbinding any of the funds and agreements covenants or other documents required to consummate, obligations of the transactions contemplated by the Other Purchase AgreementsPurchaser.

Seller’s Closing Conditions. The following In addition to all other conditions to Seller’s obligations in this Agreement, obligations under this Agreement shall be conditions precedent subject to Seller's obligation to consummate the transaction contemplated by this Agreement. If any satisfaction of the following conditions precedent at or prior to Closing (any of which may be waived by Purchaser by giving written notice of waiver to Seller's obligation ): (i) Purchaser shall have delivered into escrow for release to consummate Seller upon Closing the transaction contemplated by Purchaser Closing Documents and the Purchase Price, and each of Purchaser’s representations and warranties in this Agreement are not satisfied shall be true, accurate and complete in all material respects on or before as of the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.; and (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) Seller has obtained written consent from Boise Cascade/Office Max to recover title assign to Purchaser at Closing the portion of the Boise Cascade/Office Max fifty (50) year (for years 2015 to 2065) environmental indemnity issued to Seller (“Office Max Indemnity”) applicable to the Property only, and has delivered to Purchaser such consent. [For purposes of clarification, to the extent that the Office Max Indemnity pertains to land owned by Seller in excess of the Property, or any part thereof or any interest thereinSeller shall retain all Office Max Indemnity rights applicable to such Seller-owned land, and shall not be obligated to assign such indemnity rights.] Seller shall (x) use good faith, commercially reasonable efforts to obtain all necessary consents to such assignment of the Office Max Indemnity as may be legally required on commercially reasonable terms, and (y) deliver to Purchaser at Closing an executed assignment of such Office Max Indemnity in a form reasonably acceptable to Seller and Purchaser, and acceptable to all consenting parties in their sole discretion (the “Indemnity Assignment,” which Purchaser shall counter-sign at Closing). If Seller, despite its good faith, commercially reasonable efforts, is not able to deliver the Indemnity Assignment at Closing in accordance with the foregoing, due to being unable to obtain the consent of all applicable consenting parties, then this condition will be deemed unsatisfied, but Seller shall not be deemed to have defaulted in its obligations under this Agreement; and (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may The BLA Process shall be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Propertycomplete as provided in Section 2 above. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation obligations of Seller to consummate the transaction contemplated by this Agreement. If any sale of a Property and the related Transferred Assets at a Closing shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions precedent with respect to Seller's obligation such Property and other Transferred Assets (the “Seller Closing Conditions”), any or all of which may be waived by Seller in whole or in part, to consummate the transaction contemplated extent permitted by this Agreement are not Applicable Law: (i) Purchaser shall have paid the portion of the Purchase Price due to Seller pursuant to Article III with respect to the applicable Property and other Transferred Assets; (ii) Purchaser shall have performed and satisfied in all material respects on or before the Closing Dateeach material obligation, Seller may, at its option (a) waive such term and condition to be performed and close this transaction with no increase in the Purchase Price, or (b) terminate satisfied by Purchaser under this Agreement by notice with respect to the Property and other Transferred Assets, including, without limitation, delivery of all closing documents referenced in writing to Purchaser.Section 4.2(b) of this Agreement or otherwise required hereunder; (aiii) On the Closing Date, all Each representation or warranty of Purchaser's representations and warranties Purchaser set forth in this Agreement shall be true and correct in all material respects (other than to the extent already qualified by materiality, in which case each shall be true, correct and Purchaser shall have performed complete in all material respects each covenant to have been performed respects) as if made by Purchaser hereunder on or before the as of such Closing Date, including, without limitation, the provisions of Section 8.3 above.; (biv) On as of the applicable Closing Date, there shall not be no litigation pending or threatened, seeking (i) to enjoin any currently effective injunction prohibiting the consummation closing of the sale and purchase hereunder, transfer of the applicable Property; (iiv) to recover title to any applicable waiting periods under the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable HSR Act with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummatedexpired or been terminated; and (vi) with respect to any Property being transferred and assigned at such Closing that is listed on Schedule 5.2(c) and for which a Required Consent is required, or Seller shall have tendered received such Required Consent, executed and delivered by the Landlord or other third party, as applicable; provided, however, that if Purchaser has elected to waive the receipt of such Required Consent as a Purchaser Closing Condition and agrees to indemnify, defend and hold harmless Seller from and against all Losses (as defined below) resulting from Seller assigning such Lease to Purchaser without such Required Consent, Seller shall waive this Seller Closing Condition and proceed to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsClosing for such Property.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation of Seller to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement are not satisfied and by the other Transaction Documents is subject to the following conditions, all or any of which may be waived in all material respects on whole or before the Closing Date, in part by Seller may, at in its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.sole discretion: (a) On the Closing Date, all of Purchaser's The (i) representations and warranties of Buyer set forth in this Agreement, other than the Buyer Fundamental Representations, shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifications or limitations therein) at and as of the date hereof and the Closing Date as if made as of the Closing Date (except for the representations that address matters only as of a particular date which shall be true and correct as of such date), except for any failure or failures of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and by the other Transaction Documents and (ii) the Buyer Fundamental Representations shall be true and correct in all material respects (other than de minimis inaccuracies) (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifications or limitations therein) at and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before as of the Closing Date, including, without limitation, Date as if made as of the provisions Closing Date (except for the representations that address matters only as of Section 8.3 abovea particular date which shall be true and correct as of such date (other than de minimis inaccuracies)). (b) On Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser No court or other Governmental Entity of competent jurisdiction shall have consummatedentered, enacted, promulgated, enforced or issued any Order (whether temporary, preliminary, or permanent) preventing the consummation of this Agreement or the transactions contemplated hereby. (d) Buyer shall have complied with its obligations set forth in Section 6.3. (i) The waiting period (and any extension thereof) applicable under the HSR Act shall have been terminated or shall have tendered to the Escrow Agent expired, and (ii) all of the funds consents, waivers and agreements or other documents approvals required to consummate, be obtained pursuant to any Antitrust Laws other than the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser HSR Act shall have consummatedbeen obtained, or if any. (f) The R&W Policy shall have tendered to the Escrow Agent all of the funds be in full force and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreementseffect.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation obligations of Seller to consummate the transaction contemplated Contemplated Transactions shall be subject to the satisfaction of or waiver by this Agreement. If any of Seller: (a) with respect to the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects First Closing, on or before the First Closing Date, Seller mayeach of the following conditions: (i) the execution, at its option (a) waive such condition delivery, and close performance of this transaction with no increase Agreement, the Assignment, Conveyance and Bill xx Sale substantially in the Purchase Priceform of Exhibit "B-1" hereto, the Escrow Agreement substantially in the form of Exhibit "C-1" and the Security Agreement substantially in the form of Exhibit "C-2", and any other documents or (b) terminate this Agreement agreements to be executed, delivered and performed by notice Seller in writing to Purchaser.furtherance of the Contemplated Transactions, and the execution and delivery of the Assignment, Conveyance and Bill xx Sale substantially in the form of Exhibit "B-2" hereto shall have been duly and validly authorized by all necessary corporate action, including approval or concurrence by Texaco Inc.'s executive management and Board of Directors, on the part of Seller; (aii) On as of the First Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit closing of any of the Contemplated Transactions to be completed as of the First Closing or seeking damages against Seller as a result of the consummation of this Agreement or any of the Contemplated Transactions to be completed as of the First Closing; (iii) all of Purchaser's representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and Purchaser as of the First Closing as though such representations and warranties were made at and as of such time; and (iv) Buyer shall have performed complied in all material respects each covenant with all agreements and conditions in this Agreement to have been be performed or complied with by Purchaser hereunder Buyer on or before prior to the Closing Date, including, without limitation, the provisions of Section 8.3 aboveFirst Closing. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership Second Closing, on or operation of before the Land, the Improvements or the Personal Property. (c) On the Second Closing Date, Purchaser each of the following conditions: (i) the performance of the Assignment, Conveyance and Bill xx Sale substantially in the form of Exhibit "B-2" hereto shall have consummatedbeen duly and validly authorized by all necessary corporate action, including approval or concurrence of Texaco Inc.'s executive management and Board of Directors, on the part of Seller; (ii) as of the Second Closing Date, no suit, action or other proceeding (excluding any matter initiated by Seller) shall be pending or threatened before any court or governmental agency seeking to restrain Seller or prohibit the Second Closing or seeking damages against Seller as a result of the consummation of this Agreement or any of the Contemplated Transactions; (iii) the Bankruptcy Court in the voluntary proceeding commenced on February 14, 1996 by WRT under Chapter 11 of the Bankruptcy Code, shall have tendered confirmed the Plan and such order of confirmation shall be final or, if not final, execution thereof shall not be subject to a stay of execution; (iv) all other conditions to consummation of the Plan, as set forth in Section 32.2 thereof, shall have been satisfied or waived; (v) Buyer shall have executed in favor of Seller the East Hackberry Letter Agreement; (vi) Buyer shall have complied in all material respects with all agreements and conditions of this Agreement to be performed or complied with by Buyer on or prior to the Escrow Agent all Second Closing, including performance of the funds Commitment Agreement; and (vii) all representations and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by warranties of Buyer contained in this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent be true and correct in all material respects at and as of the funds Second Closing as though such representations and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreementswarranties were made as of such time.

Seller’s Closing Conditions. The following From the date hereof to the earlier of the Closing Date or the termination of this Agreement, the obligation of Seller to effect the Closing shall be conditions precedent subject to Seller's obligation to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on conditions, any one or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice more of which may be waived in writing to Purchaser.by Company: (a) On the Closing Date, all of Purchaser's representations and warranties of Purchaser and Newtek set forth in this Agreement or in any other document delivered pursuant hereto shall be true and correct in all material respects with respect to Purchaser and Purchaser shall have performed Newtek, in all material respects each covenant to have been performed by Purchaser hereunder on or before case at and as of the Closing DateDate with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, including, without limitation, the provisions in which case such representations and warranties shall be true and correct as of Section 8.3 above.such earlier date); (b) On Purchaser and Newtek shall have performed and complied in all respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Purchaser and Newtek on or prior to the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property.; (c) On Seller shall have received duly executed counterparts to each Transaction Document and such other documents and deliveries as contemplated by Section 4.2(b); and (d) No Legal Proceeding shall be pending wherein an unfavorable Order would (a) prevent consummation of the Contemplated Transactions, (b) cause the Contemplated Transactions to be rescinded or divested following consummation or (c) have a Material Adverse Effect on the right of Purchaser to own the Membership Interests and to operate the Business, and no such Order shall be in effect. No Order or provision of any Legal Proceeding shall prohibit Company from consummating the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreementson its behalf.

Seller’s Closing Conditions. The following 3.3.1 Except as disclosed publicly or disclosed to the Seller by using an information disclosure letter which refers specifically to Section 3.3.1 and waived by the Seller, within the Transitional Period, the Purchaser shall be conditions precedent have conducted its business normally, no material adverse change shall have occurred to Seller's obligation to consummate the transaction contemplated by this Agreement. If any legal person status, capitalization structure, financial status or substantial assets of the following conditions precedent to Seller's obligation to consummate Purchaser, and the transaction contemplated by this Agreement are Purchaser shall not satisfied in all have committed any material respects on violation of law or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.regulation; (a) 3.3.2 On the Asset Closing Date, all of Purchaser's the representations and warranties shall be true made by the Purchaser hereunder are true, accurate, and correct in all complete, free from false records, misleading representations or material respects and omissions; 3.3.3 The Purchaser shall have performed and complied with in material aspects all material respects each covenant the undertakings that are required hereunder to be performed or complied with on or prior to the Asset Closing Date; 3.3.4 The Purchaser shall maintain its status as a listed company on SSE, and there shall not exist any circumstances which by common business or legal sense are reasonably expected to result in the Purchaser’s loss of the status as a listed company on SSE; 3.3.5 As of the date by which any and all of the other Seller’s Closing Conditions set forth in Section 3.3 have been performed by satisfied or waived, as long as the Purchaser hereunder on or before the Closing Dateany of its directors, includingsenior officers, without limitationemployees or advisors has not received any oral and/or written decision from CSRC or any other competent regulatory authority ordering a suspension, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending halt or threatened, seeking (i) to enjoin the consummation termination of the sale and purchase hereunder, (ii) to recover title to Proposed Issuance or revoking any document approving the PropertyProposed Issuance, or any part thereof decision by any competent securities registration and clearing authority that it will not register or will revoke the registration of the Proposed Issuance, or any interest therein, (iii) other administrative decision revoking the approval to enjoin the distribution of Seller's Escrow proceeds from Escrow to SellerProposed Transaction, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant ordering a termination or zoning ordinance that may be applicable with respect to the ownership or operation revocation of the LandProposed Transaction, it shall be deemed that the Seller’s Closing Conditions have been satisfied; 3.3.6 The board of directors of the Purchaser has validly adopted resolutions, based on which, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummatedissued to the Target Company and the Seller an irrevocable confirmation with a term of effectiveness from the Asset Closing Date to the end of fiscal year 2018 worded to the effect that, from the Asset Closing Date to the end of fiscal year 2018, as long as the key management team members of the Target Company as identified on the name list agreed by and between the Seller and the Purchaser normally perform their duties, the Purchaser shall not, whether by exercising its right as shareholder of the Target Company or causing the members of the board of the Target Company appointed by it, and shall have tendered the obligation to procure that the Escrow Agent all members of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all board of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.Target Company appointed by

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the tie Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation of Seller to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement are not satisfied is subject to the following conditions (collectively, the “Seller’s Closing Conditions”), all or any of which may be waived in whole or in part by Seller in its sole discretion: (a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects on (except those representations and warranties that contain materiality qualifications or before the Closing Datelimitations therein, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's which representations and warranties shall be true and correct in all material respects respects) at and Purchaser as of the Closing Date as if made as of the Closing Date (except for the representations that address matters only as of a particular date which shall have performed be true and correct as of such date), except for any failure or failures of such representations and warranties to be true and correct that would not, individually or in all material respects each covenant the aggregate, reasonably be expected to have been performed a material adverse effect on the ability of Buyer to consummate the transactions contemplated by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 abovethis Agreement. (b) On Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On There shall not exist any temporary restraining order, preliminary or permanent injunction, final judgment, law or regulation prohibiting the Closing Date, Purchaser shall have consummated, consummation of this Agreement or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser hereby. (d) Buyer shall have consummatedobtained the consents and approvals, or if any, set forth on Section 4.3 of the Disclosure Schedule. (e) Seller shall have tendered to obtained the Escrow Agent all Governmental Approvals, if any, set forth on Section 3.5 of the funds Disclosure Schedule. (f) Buyer shall have complied with its obligations set forth in Section 6.3. (g) The waiting period under the HSR Act shall have expired or early termination shall have been granted and agreements or the Parties shall have obtained all consents, waivers and approvals required under other documents required to consummateapplicable Antitrust Laws, the transactions contemplated by the Other Purchase Agreementsif any.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's Sellers’ obligation to consummate effect the transaction contemplated Closing and to take the other actions required to be taken by this Agreement. If any Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions precedent to Seller's obligation to consummate (any of which may be waived by the transaction contemplated by Seller Representative in writing, in whole or in part): (a) The representations and warranties of Parent and Purchaser in this Agreement are not satisfied shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Closing Date as if made on or before the Closing Date, Seller may, at its option (a) waive in each case except to the extent such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties by their terms speak as of another date, in which case they shall be true and correct accurate in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions as of Section 8.3 abovesuch date. (b) On The covenants and obligations that Parent and Purchaser are required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale have been performed and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable complied with respect to the ownership or operation of the Land, the Improvements or the Personal Propertyin all material respects. (c) On If applicable, the waiting periods under the HSR Act and any other antitrust or non-competition Legal Requirement shall have expired or been terminated in writing by the appropriate Governmental Body, and any approvals or conditions of clearance under the competition Legal Requirements of any jurisdiction required to consummate the Contemplated Transactions shall have been met or obtained. (d) There shall not be in effect any Legal Requirement or any injunction or other Order that prohibits the Contemplated Transactions. (e) The Required Approvals applicable to the Closing Date, shall have been obtained. (f) Purchaser and Parent shall have made the payments contemplated by Section 2.4(d). (g) Parent and Purchaser shall have consummateddelivered each of the following additional executed documents: (i) a certificate executed by an officer of Purchaser certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled; (ii) a certificate of a manager (gérant) of each of Parent and Purchaser as to the incumbency of its managers, an electronic copy of a certificate of non-registration of judgments, issued by the Luxembourg Company Register for Purchaser, stating that each of Parent and Purchaser has not been declared bankrupt (en faillite) and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée) or reprieve from payment (sursis de paiement) or such other proceedings listed at Article 13, items 2 to 11 and Article 14 of the Luxembourg Act dated 19 December 2002 on the Register of Commerce and Company, on Accounting and on Annual Accounts of the Company (as amended from time to time), an electronic copy of a register excerpt for each of Parent and Purchaser at the Luxembourg Company Register, and a copy of the resolutions adopted by the board of managers of each of Parent and Purchaser with respect to the Contemplated Transactions; (iii) each of the Xxxxxxxxxxx Xxxxxx Employment Agreement and Xxxx Xxxxx Employment Agreement, executed by Altisource Solutions, Inc.; (iv) the Escrow Agreement, executed by Parent, Purchaser, and the Escrow Agent; (v) the Rights Agreement, executed by Parent; (vi) if RSUs are included in the Stock Consideration, RSU award agreements in form and substance reasonably satisfactory to Sellers, executed by Parent; (vii) the Funds Flow and Settlement Statement, executed by Parent and Purchaser; (viii) the Conveyancing Documents, executed by Purchaser, to the extent a party thereto; and (ix) such other documents as Sellers may reasonably request for the purpose of: (A) evidencing the satisfaction of any condition referred to in this Section 6.2, or (B) otherwise facilitating the consummation of the Closing. Notwithstanding the failure of any one or more of the foregoing conditions in this Section 6.2, Sellers may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that, at the Closing, Purchaser delivers to Seller Representative a written notice specifying in reasonable detail the failure of any such conditions, and Sellers nevertheless proceed with the Closing, except in the circumstance of fraud or intentional misrepresentation by Parent or Purchaser, Sellers shall be deemed to have tendered waived for all purposes any rights or remedies they may have against Parent and Purchaser (including any rights or remedies under Section 8) by reason of the failure of any such conditions to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreementsextent described in such notice.

Seller’s Closing Conditions. The following shall be conditions precedent obligations of Seller to Seller's obligation to consummate close the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement are not satisfied in all material respects on or before shall be subject to the satisfaction prior to the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in Date of the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.following conditions: (a) On the Closing Date, all of Purchaser's The representations and warranties of Purchaser set forth in Section 6.3 (and of NFGC set forth in Section 6.4 in the event the Stock Election is exercised) that are qualified by materiality or with reference to a Purchaser Material Adverse Effect or an NFG Material Adverse Effect, as applicable, shall be true and correct in all respects and those not so qualified shall be true and accurate in all material respects respects, and Purchaser shall have performed in all material respects each covenant those covenants and agreements of Purchaser set forth herein that are required to have been be performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 aboveprior to Closing. (b) On the Closing DateExcept for approvals and consents customarily obtained after Closing, there shall be no litigation pending or threatened, seeking (i) to enjoin all material consents from and filings with any Governmental Authority necessary for the consummation of the sale transactions contemplated by this Agreement shall have been obtained, effected or waived and purchase hereunderall required waiting periods (including under the HSR Act, (iiif applicable) to recover title to the Property, shall have expired or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Propertybeen terminated. (c) On There shall be no legal action or proceeding instituted by a Governmental Authority having appropriate jurisdiction or any other Third Party seeking to restrain, enjoin or otherwise prohibit the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all consummation of the funds and agreements transactions contemplated under the terms of this Agreement. No injunction or other documents required to consummateorder enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or been issued by any Governmental Authority and shall have tendered remained in effect on the Closing Date. (d) Provided that Seller has given notice to Purchaser by no later than ten (10) Business Days after the Escrow Agent Defect Claim Date, the sum of (i) all Environmental Defect Amounts for which Seller has elected the remedy under Section 3.2(c)(i) or which relate to Environmental Defects that exceed the Individual Environmental Threshold that remain uncured at Closing and for which Seller has not elected the remedy under Section 3.2(c)(ii), (ii) the Allocated Values of the funds Assets for which Seller has elected the remedy under Section 3.2(c)(ii), (iii) the Allocated Values of the Assets withheld from Closing pursuant to Section 4.2, (iv) the aggregate amount of all Casualty Losses following the Execution Date shall be less than twenty percent (20%) of the Unadjusted Purchase Price. If the existence or amount of any Environmental Defect or Casualty Loss is in dispute at Closing, the resolution of which would determine the satisfaction of this condition, then Closing will be delayed until the Parties, as promptly as practicable, resolve the dispute pursuant to Section 16.3. (e) Purchaser (and agreements or other documents NFGC in the event the Stock Election is exercised) shall be ready, willing and able to deliver to Seller at the Closing all Closing deliverables and items required to consummatebe delivered by Purchaser (and NFGC, as applicable, in the transactions contemplated by event the Other Purchase AgreementsStock Election is exercised) under Section 5.3.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The following shall be conditions precedent to Seller's obligation obligations of Seller to consummate the transaction contemplated by this Agreement. If any sale of a Property and the related Transferred Assets at a Closing shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions precedent with respect to Seller's obligation such Property and other Transferred Assets (the "SELLER CLOSING CONDITIONS"), any or all of which may be waived by Seller in whole or in part, to consummate the transaction contemplated extent permitted by this Agreement are not Applicable Law: (i) Purchaser shall have paid the portion of the Purchase Price due to Seller pursuant to Article III with respect to the applicable Property and other Transferred Assets; (ii) Purchaser shall have performed and satisfied in all material respects on or before the Closing Dateeach material obligation, Seller may, at its option (a) waive such term and condition to be performed and close this transaction with no increase in the Purchase Price, or (b) terminate satisfied by Purchaser under this Agreement by notice with respect to the Property and other Transferred Assets, including, without limitation, delivery of all closing documents referenced in writing to Purchaser.Section 4.2(b) of this Agreement or otherwise required hereunder; (aiii) On the Closing Date, all Each representation or warranty of Purchaser's representations and warranties Purchaser set forth in this Agreement shall be true and correct in all material respects (other than to the extent already qualified by materiality, in which case each shall be true, correct and Purchaser shall have performed complete in all material respects each covenant to have been performed respects) as if made by Purchaser hereunder on or before the as of such Closing Date, including, without limitation, the provisions of Section 8.3 above.; (biv) On as of the applicable Closing Date, there shall not be no litigation pending or threatened, seeking (i) to enjoin any currently effective injunction prohibiting the consummation closing of the sale and purchase hereunder, transfer of the applicable Property; (iiv) to recover title to any applicable waiting periods under the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable HSR Act with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummatedexpired or been terminated; and (vi) with respect to any Property being transferred and assigned at such Closing that is listed on Schedule 5.2(c) and for which a Required Consent is required, or Seller shall have tendered received such Required Consent, executed and delivered by the Landlord or other third party, as applicable; provided, however, that if Purchaser has elected to waive the receipt of such Required Consent as a Purchaser Closing Condition and agrees to indemnify, defend and hold harmless Seller from and against all Losses (as defined below) resulting from Seller assigning such Lease to Purchaser without such Required Consent, Seller shall waive this Seller Closing Condition and proceed to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsClosing for such Property.

Seller’s Closing Conditions. The following shall be conditions precedent obligations of Seller under this Agreement are subject, at the option of Seller, to Seller's obligation the satisfaction, at or prior to consummate the transaction contemplated by this Agreement. If any Closing, of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by conditions: (a) All representations and warranties of Buyer contained in this Agreement are not satisfied shall be true and accurate in all material respects as of the date hereof and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed, satisfied and complied in all material respects with all agreements and covenants required by this Agreement to be performed, satisfied and complied with by Buyer at or prior to the Closing; (b) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on or before the part of Buyer, and Buyer shall have executed and delivered, at Closing, to Seller an officer’s certificate of Buyer confirming the same; (c) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any Governmental Entity seeking to restrain Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On prohibit the Closing Date, all or seeking damages against Seller as a result of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property.this Agreement; and (cd) On the Closing Date, Purchaser Buyer shall have consummateddelivered (or be ready, or shall have tendered willing and able to the Escrow Agent deliver) all of the funds Transaction Documents, instruments and agreements or any other documents which are required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by other terms of this Agreement unless Purchaser shall have consummated, to be executed or shall have tendered delivered by Buyer to Seller prior to or in connection with the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsClosing.

Seller’s Closing Conditions. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions: (a) All representations and warranties of Buyer contained in this Agreement shall be conditions precedent true and accurate in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed, satisfied and complied with all agreements and covenants required by this Agreement to Seller's obligation be performed, satisfied and complied with by Buyer at or prior to consummate the transaction Closing, and Buyer shall have executed and delivered to Seller an officer’s certificate of Buyer confirming the same; (b) The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer; (c) All necessary consents of and filings with any Governmental Entity relating to the consummation of the transactions contemplated by this Agreement. If any Agreement shall have been obtained, accomplished or waived, except to the extent that such consents and filings are normally obtained, accomplished or waived after Closing; (d) As of the following conditions precedent Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any Governmental Entity seeking to Seller's obligation restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement; and (e) Buyer shall have delivered (or be ready, willing and able to consummate deliver) all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer to Seller prior to or in connection with the Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (f) Any waiting period applicable to the consummation of the transaction contemplated by this Agreement are not satisfied in all material respects on under the HSR Act shall have lapsed or before terminated (by early termination or otherwise.) (g) Buyer shall have executed and delivered the Closing Date, Participation Agreement with Seller may, at its option (a) waive such condition and close this transaction with no increase substantially in the Purchase Price, or forms attached hereto as Exhibit R. (bh) terminate From the date of this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects each covenant to have been performed by Purchaser hereunder on or before the Closing Date, including, without limitation, the provisions of Section 8.3 above. (b) On through the Closing Date, there shall be no litigation pending not have occurred any change in the financial condition, business or threatenedoperations of Buyer of its subsidiaries, seeking (i) to enjoin the consummation of the sale and purchase hereundertaken as a whole, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Propertywould constitute a Material Adverse Effect. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.

Seller’s Closing Conditions. The following Seller shall not be conditions precedent to Seller's obligation obligated to consummate the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement unless: (a) All of the Purchaser’s representations and warranties of set forth in this Agreement are not satisfied true and correct, in all material respects on or before respects, as of the Closing Date, or the Seller may, at its option (a) waive such condition specifically and close this transaction with no increase expressly waives each untrue representation and warranty in the Purchase Price, or writing; (b) terminate this Agreement by notice in writing Purchaser delivers to Purchaser.the Seller: (ai) On a closing certificate, dated the Closing Date, all executed by an officer of the Purchaser's representations , certifying the satisfaction of the conditions specified in 8.2; (ii) a certified copy of the Purchaser’s Articles of Incorporation, and warranties shall be true and correct in all material respects and Purchaser shall have performed in all material respects a Certificate of Good Standing, each covenant to have been performed issued by Purchaser hereunder on or before the Secretary of State of Wyoming; (iii) a certificate duly executed by the Secretary of the Purchaser, dated as of the Closing Date, includingand certifying (A) the resolutions as adopted by the Purchaser’s board of directors, without limitationin a form reasonably acceptable to the Seller, approving this Agreement and the provisions Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Purchaser’s Organizational Documents, each as in effect at the Closing; and (C) the incumbency of Section 8.3 above. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation each authorized officer of the sale Purchaser signing this Agreement and purchase hereunder, (ii) any other agreement or instrument contemplated hereby to recover title to which the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or Purchaser is a party; (iv) to enjoin a statement from BRGO’s transfer agent regarding the violation number of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to issued and outstanding shares of BRGO Common Stock immediately before the ownership or operation of Closing; and (v) A certificate representing the Land, the Improvements or the Personal Property.Issued Shares; and (c) On All actions to be taken by the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all in connection with consummation of the funds transactions contemplated hereby and agreements or all certificates, opinions, instruments, and other documents required to consummate, effect the transactions contemplated by the Other Purchase Agreements. Purchaser hereby shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered reasonably satisfactory in form and substance to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase AgreementsSellers.

Seller’s Closing Conditions. The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions: (a) All representations and warranties of Buyer contained in this Agreement shall be conditions precedent true and accurate in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed, satisfied and complied with all agreements and covenants required by this Agreement to Seller's obligation be performed, satisfied and complied with by Buyer at or prior to consummate the transaction Closing; (b) The execution, delivery, and performance of this Agreement and the transactions contemplated thereby have been duly and validly authorized by all necessary action, corporate, partnership or otherwise, on the part of Buyer, and Buyer shall have executed and delivered to Seller an officer’s certificate of Buyer confirming the same; (c) All necessary consents of and filings with any Governmental Entity relating to the consummation of the transactions contemplated by this Agreement. If any Agreement shall have been obtained, accomplished or waived, except to the extent that such consents and filings are normally obtained, accomplished or waived after Closing; (d) As of the following conditions precedent Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Seller) shall be pending or threatened before any Governmental Entity seeking to Seller's obligation restrain Seller or prohibit the Closing or seeking damages against Seller as a result of the consummation of this Agreement; and (e) Buyer shall have delivered (or be ready, willing and able to consummate deliver) all agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer to Seller prior to or in connection with the Closing. (f) Any waiting period applicable to the consummation of the transaction contemplated by this Agreement are not satisfied in all material respects on or before under the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser. (a) On the Closing Date, all of Purchaser's representations and warranties shall be true and correct in all material respects and Purchaser HSR Act shall have performed in all material respects each covenant to have been performed lapsed or terminated (by Purchaser hereunder on early termination or before the Closing Date, including, without limitation, the provisions of Section 8.3 aboveotherwise. (b) On the Closing Date, there shall be no litigation pending or threatened, seeking (i) to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Property. (c) On the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered to the Escrow Agent all of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements.)

Seller’s Closing Conditions. The following shall be conditions precedent obligations of Seller to Seller's obligation to consummate close the transaction contemplated by this Agreement. If any of the following conditions precedent to Seller's obligation to consummate the transaction transactions contemplated by this Agreement are not satisfied shall be subject to the satisfaction (or waiver by Seller in all material respects on or before its sole discretion) prior to the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in Date of the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaser.following conditions: (a) On (i) The representations and warranties of Purchaser set forth in Section 6.3 shall be true and accurate at and as of the Closing Dateas if such representations and warranties were remade at and as of the Closing (except to the extent such representations and warranties are made as of a specific date, all of Purchaser's in which case such representations and warranties shall be true and correct as of such specified date), except where the failure to be so true and accurate, individually or in all material respects the aggregate, would not reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement and perform its obligations hereunder, (ii) Purchaser shall have performed in all material respects each covenant those covenants and agreements of Purchaser set forth herein that are required to be performed prior to Closing, and (iii) Purchaser shall have been performed by delivered a certificate from a duly authorized officer of Purchaser hereunder on or before confirming the Closing Date, including, without limitation, the provisions of Section 8.3 aboveforegoing. (b) On the Closing DateExcept for approvals and consents customarily obtained after Closing, there shall be no litigation pending or threatened, seeking (i) to enjoin all material consents from and filings with any Governmental Authority necessary for the consummation of the sale transactions contemplated by this Agreement shall have been obtained, effected or waived, and purchase hereunderall required waiting periods (including under the HSR Act, (iiif applicable) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the Land, the Improvements or the Personal Propertyshall have expired. (c) On No injunction or order enjoining, restraining or otherwise prohibiting the Closing Date, Purchaser shall have consummated, or shall have tendered to the Escrow Agent all consummation of the funds and agreements or other documents required to consummate, the transactions contemplated by the Other Purchase Agreements. Purchaser shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless shall have been issued by any Governmental Authority and shall have remained in effect on the Closing Date. (d) Purchaser shall have consummateddelivered, or shall have tendered is ready, willing and able to the Escrow Agent all of the funds and agreements or other documents required deliver, to consummateSeller, the transactions contemplated by the Other Purchase Agreementsdeliverables of Purchaser set forth in Section 5.3.

Seller’s Closing Conditions. The following obligation of the Sellers to effect the transactions contemplated hereby shall be conditions precedent subject to Seller's obligation the fulfillment, or the waiver by the Sellers at or prior to consummate the transaction contemplated by this Agreement. If any Closing, of the following conditions precedent to Seller's obligation to consummate the transaction contemplated by this Agreement are not satisfied in all material respects on or before the Closing Date, Seller may, at its option (a) waive such condition and close this transaction with no increase in the Purchase Price, or (b) terminate this Agreement by notice in writing to Purchaserset forth below. (a) On the Closing Date, all of Purchaser's The representations and warranties of the Buyer contained herein shall be true and correct in all material respects as of the Closing Date with the same force and Purchaser effect as though made on the Closing Date and the Buyer shall have performed and complied in all material respects each covenant with all covenants and agreements required to have been be performed or complied with by Purchaser hereunder it under this Agreement on or before prior to the Closing Date, including, without limitation, the provisions of Section 8.3 aboveClosing. (b) On the Closing DateThe Buyer shall have complied with their obligations to, there and shall be no litigation pending or threatened, seeking (i) have delivered to enjoin the consummation of the sale and purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to enjoin the distribution of Seller's Escrow proceeds from Escrow to Seller, or (iv) to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable with respect to the ownership or operation of the LandSellers, the Improvements or $150,000 Note, the Personal PropertyAssignment and Assumption Agreement, the Buyer Ancillary Documents, including the documents set forth in Section 1 hereof, in each case duly executed by Buyer. (c) On the Closing Date, Purchaser The Sellers and their affiliates shall have consummatedbeen released from all guarantees of any Subsidiary’s obligations granted by either of them for the benefit of any third party, and all collateral pledged by the Sellers or any of their affiliates to secure such guarantees shall have tendered to been released by the Escrow Agent all pledgee thereof. (d) There shall be no order, decree or injunction of a court of competent jurisdiction which prevents or delays the funds and agreements or other documents required to consummate, consummation of the transactions contemplated by this Agreement. (e) At the Other Purchase Agreements. Purchaser Closing, the Buyer shall under no circumstances be entitled to consummate the transaction contemplated by this Agreement unless Purchaser shall have consummated, or shall have tendered also deliver to the Escrow Agent all Sellers: (i) a certificate, dated as of the funds and agreements or other documents required to consummatedate of the Closing, the transactions contemplated executed by the Other Purchase AgreementsSecretary of the Buyer, certifying the Certificate of Incorporation and By-Laws and the incumbency of the officers of the Buyer; and (ii) “good standing” documents, including certifications by appropriate officials of its jurisdiction of incorporation, of the current payment of taxes and of the valid incorporation and good standing of the Buyer.