Common use of Seller’s Conditions Precedent Clause in Contracts

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”): (i) The representations and warranties of Buyer made in this Agreement will be true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. The obligations of Seller at Sellers to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):conditions: (ia) The representations and warranties of Buyer made by Purchaser in this Agreement will shall be true and correct in all material respects when made and on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselves); were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (iib) Buyer Purchaser shall have performed or and complied in all material respects with all provisions of the covenants and agreements required of Buyer or its Affiliates under this Agreement required to be performed or complied with by Purchaser before or at or prior Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to Closing; (b) No Additional Required Consentsuch effect, which has not been obtained, would cause Closing signed by an authorized officer of the Transaction to be in violation of applicable law;Purchaser. (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction Purchaser shall have executed and that remains in effect delivered to Sellers at the time Closing each of Closing;the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Buyer Purchaser shall have delivered at Closing paid or made provisions acceptable to Sellers for the payment of all Buyer Closing Deliveries fees, costs and have paid expenses for obtaining all Buyer Closing Payments unless Buyer’s failure environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transfer of the Assets pursuant to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; andAgreement. (e) The Bankruptcy Court Purchaser shall have approved executed a lease of or concession agreements regarding the Subways (2) locations the form of which is set out in connection with Exhibit 9.1(e) (the Bankruptcy Case “Subway Leases”), which shall grant the Transaction Purchaser the right to approve any subsequent sublease or assignment, which approval cannot be unreasonably withheld. (f) At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in aggregate. (g) Sellers shall have received all consents required to consummate the transactions contemplated by this Agreement. Notwithstanding anything set forth Purchaser shall reasonably cooperate with Sellers in obtaining such consents. (h) No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement. (i) Sellers’ obligations under this Agreement are conditioned and contingent upon the consummation of the LGO Asset Purchase Agreement simultaneously with or prior to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposeshereunder.

Seller’s Conditions Precedent. The obligations obligation of Seller at to sell the Closing are Property hereunder is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (ia) The representations and warranties of Buyer made contained in this Agreement will Section 10 shall be true and correct in all material respects at Closing as if the same were made on and as of the Closing Date, as if remade on the Closing Date that date. (without duplication of any materiality qualifiers within the representations and warranties themselves); and (iib) Buyer shall have performed or and complied in all material respects with all of the agreements, covenants and agreements conditions required of Buyer or its Affiliates under by this Agreement to be performed at or complied with by Buyer prior to Closing; (b) No Additional Required Consentor at Closing including, which has but not been obtainedlimited to, would cause Closing the delivery to Escrow Agent of the Transaction to be in violation balance of applicable law;the Purchase Price which is due at Closing. (c) No order has There shall not have been entered filed by or against Buyer at any court time prior to the Closing Date any bankruptcy, reorganization or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing;arrangement petition. (d) The simultaneous closing of each of the transactions subject to the Related Agreements with this transaction on the terms provided for in each respective Related Agreement, it being specifically understood and agreed between Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of Seller that this Agreement as a result of its termination rights under Section 8.2 below as a result represents one part of a failure multi-part transaction related to three (3) properties and that it is the agreement of BuyerBuyer and Seller that, unless this condition is waived in writing by Buyer and Seller, this transaction shall not close unless the transactions subject to the Related Agreements close simultaneously with this transaction; provided, however, if the transaction subject to the either or both of the Related Agreements is terminated on account of material damage to the real property subject thereto, the closing of such transaction shall not be a condition precedent to this Closing. If one or more of the conditions set forth above are not satisfied prior to the Closing and are not waived in writing by Seller prior to the Closing then, Seller may terminate this Agreement by notice, in writing, delivered to Buyer and Escrow Agent that Seller elects to terminate this Agreement, upon receipt of which the Escrow Agent shall cancel the Escrow and promptly return all documents to the depositing party, and Seller’s Conditions; and (e) The Bankruptcy Court rights and remedies shall have approved be as provided in connection with the Bankruptcy Case the Transaction contemplated by Section 23 of this Agreement. Notwithstanding anything set forth in this Agreement Provided if Seller elects to close the contrarytransaction, if with written notice of knowledge that any Seller’s Condition such condition has not been satisfied by the Closing Dateor waived, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be have waived for all purposesany such condition.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”): (i) The representations and warranties of Buyer made in this Agreement will be true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied obligation to sell and assign the Loan Rights and Obligations shall be subject to and contingent upon the satisfaction (or waiver by Seller) of the following conditions precedent prior to or on the Closing Date, then Seller may, as Date (“Seller’s sole and exclusive remedy with respect Conditions Precedent”): (a) Payment of the Purchase Price, plus sufficient funds to such Seller’s Condition, either (1) terminate pay all other amounts required to be paid by Buyer pursuant to this Agreement, in which case the Parties shall have no further rights been made to the Escrow Agent with irrevocable instructions to release the Purchase Price to Seller subject only to the concurrent satisfaction of the Buyer’s Conditions Precedent; (b) All Buyer’s Closing Documents shall have been executed (as applicable) and delivered to Escrow by Buyer as required by this Agreement; (c) Each and every material representation and warranty of Buyer contained in this Agreement shall be true and correct as and when made and as of the Closing Date in all material respects; (d) No injunction, action, restraining order, judgment or obligations hereunder except those other ruling issued by any court of competent jurisdiction or governmental authority, or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall then be in effect, including, without limitation, any directive or other requirement issued by the Board of Governors of the Federal Reserve System not to close the transaction contemplated by this Agreement; and (e) Buyer has provided all information (which expressly survive termination information Buyer hereby represents, warrants and covenants to be true, accurate and complete) requested by Seller to perform Seller’s due diligence on Buyer and Seller’s diligence regarding Buyer has not revealed any information regarding Buyer or (2) proceed its principals, officers, directors, or direct or indirect owners that would fail to Closingsatisfy, in which case such Seller’s Condition shall be deemed to be waived determination, Seller’s (including for all purposesthe purposes of this sentence, the controlling party and the beneficial owner of Seller) internal due diligence approval criteria for Seller’s consummation of the transactions contemplated by this Agreement.

Seller’s Conditions Precedent. The obligations obligation of Seller at to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):conditions: (ia) The representations and warranties of Buyer made by Purchaser in this Agreement will shall be true and correct in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselves); were made on and as of Closing. Seller shall have received from Purchaser at Closing, a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (iib) Buyer Purchaser shall have performed or and complied in all material respects with all provisions of the covenants and agreements required of Buyer or its Affiliates under this Agreement required to be performed or complied with by Purchaser before or at or prior Closing. Seller shall have received from Purchaser at the Closing a satisfactory certificate to Closing; (b) No Additional Required Consentsuch effect, which has not been obtained, would cause Closing signed by an authorized officer of the Transaction to be in violation of applicable law;Purchaser. (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction Purchaser shall have executed and that remains in effect delivered to Seller at the time Closing each of Closing;the Purchaser Property Documents and such additional documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. (d) Buyer Purchaser shall have executed and delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; andEscrow Agreement. (e) The Bankruptcy Court Purchaser shall have approved paid or made provisions acceptable to Seller for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the Bankruptcy Case the Transaction transactions contemplated by this Agreement. Notwithstanding anything set forth in pursuant to this Agreement to for which Purchaser is responsible. (f) The transactions contemplated in the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties Stock Purchase Agreement shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesbeen consummated.

Seller’s Conditions Precedent. The obligations of Seller at Sellers to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):conditions: (ia) The representations and warranties of Buyer made by Purchaser in this Agreement will shall be true and correct in all material respects when made and on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselves); were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (iib) Buyer Purchaser shall have performed or and complied in all material respects with all provisions of the covenants and agreements required of Buyer or its Affiliates under this Agreement required to be performed or complied with by Purchaser before or at or prior Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to Closing; (b) No Additional Required Consentsuch effect, which has not been obtained, would cause Closing signed by an authorized officer of the Transaction to be in violation of applicable law;Purchaser. (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction Purchaser shall have executed and that remains in effect delivered to Sellers at the time Closing each of Closing;the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Buyer Purchaser shall have delivered at Closing paid or made provisions acceptable to Sellers for the payment of all Buyer Closing Deliveries fees, costs and have paid expenses for obtaining all Buyer Closing Payments unless Buyer’s failure environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transactions contemplated pursuant to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; andAgreement. (e) The Bankruptcy Court Sellers shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement been released from any personal guaranties that they have given prior to the contrary, if any Seller’s Condition has not been satisfied by Closing related to the operation of the Business. (f) Closing Date, then Seller may, (as Seller’s sole defined in the Purchase and exclusive remedy with respect to such Seller’s Condition, either (1Sale Agreement) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesbeen consummated.

Seller’s Conditions Precedent. The obligations obligation of each Seller at to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction or waiver in writing by such Seller (subject to applicable Laws) at or prior to the Closing Date of each of the following conditions precedent conditions: 7.1 No preliminary or permanent injunction or other order will have been issued (collectivelyand remain in force) by any Governmental Authority having appropriate jurisdiction preventing consummation of the transactions contemplated by this Agreement; 7.2 No Proceeding will have been commenced or threatened against the Sellers, the “Seller’s Conditions”):Buyer or any of their respective Affiliates, associates, officers or directors by any third party seeking to prevent or challenge the transactions contemplated by this Agreement or seeking material damages arising from the transactions contemplated by this Agreement; (i) The 7.3 All representations and warranties of the Buyer contained herein (a) that are qualified by the term “material” or contain terms such as “material adverse change,” “material adverse effect” or other terms or Dollar amounts of similar import or effect (whether or not capitalized) shall be true and correct as of the Closing Date as though such representations and warranties were made at such time (except to the extent that a representation specifically relates to an earlier date, in this Agreement will which case as of such earlier date), and (b) that are not so qualified shall be true and correct in all material respects as of the Closing Date, Date as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselveswere made at such time (except to the extent that a representation specifically relates to an earlier date, in which case as of such earlier date); and (ii) ; 7.4 The Buyer shall will have performed or complied satisfied in all material respects with on or prior to the Closing Date, all of the covenants obligations, covenants, agreements and agreements required of Buyer or its Affiliates under conditions contained in this Agreement to be performed at or complied with by the Buyer on or prior to Closingthe Closing Date; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer 7.5 The Deposit shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under been made in accordance with Section 8.2 below as a result of a failure of Buyer’s Conditions2; and (e) The Bankruptcy Court 7.6 All consideration required to be paid by the Gastar Entities under the Settlement Agreement shall have approved been paid to Chesapeake or its subsidiaries in connection accordance with the Bankruptcy Case the Transaction contemplated by this Settlement Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (ia) The Except for representations qualified by “material” or “materiality” in which case such representations must be true and accurate in all respects when made and at Closing when serving as a condition to Closing, all representations and warranties of Buyer made contained in this Agreement will be are true and correct in all material respects (considering this Transaction as a whole) at and as of the Closing Date, in accordance with their terms as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselves); were remade at and (ii) Buyer shall have as of the Closing, and except for covenants, agreements and conditions qualified by “material” or “materiality” in which case compliance must be performed or and complied with in all material respects with by Buyer prior to or at the Closing, Buyer has performed and satisfied all of the covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to Closingthe Closing in all material respects and Buyer shall deliver a certificate to Seller in the form of Exhibit J confirming the foregoing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the this Transaction and that remains in effect at the time of Closing; (c) The aggregate of Purchase Price adjustments for Title Defects, Environmental Defects, Excluded Assets, and any other adjustments for defects does not exceed in the aggregate 10% of the Purchase Price; (d) Buyer The Parties shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure agreed to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Preliminary Settlement Statement pursuant to Section 8.2 below as a result of a failure of Buyer’s Conditions3.4(a); and (e) The Bankruptcy Court Subject to Section 11.1(c) above, Buyer shall have approved in connection with tendered payment of the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller mayPurchase Price, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesadjusted herein.

Seller’s Conditions Precedent. The obligations of Seller Sellers under ----------------------------- this Agreement to proceed with the transactions contemplated hereby are, at the Closing are option of Sellers, subject to the satisfaction fulfillment of each of the following conditions at or waiver prior to the Closing: (a) the representations and warranties of Buyer contained in this Agreement or any exhibits hereto or any certificates or documents delivered by it to Sellers in connection with this Agreement shall be true and correct in all respects when made, and, except for changes expressly permitted by this Agreement, shall also be true and correct in all respects on and as of the Closing Date as if made on and as of that date and as though the Closing Date were substituted for the date of this Agreement, except (i) to the extent that any such representations and warranties were made only as of a date specified therein, and as to such representations and warranties the same shall continue on the Closing Date to have been true and correct as of the specified date, and (ii) where the breach of any such representations or warranties does not have, and could not reasonably be expected to have, either individually or in the aggregate for all representations and warranties, a material adverse effect on Buyer's ability to consummate the transactions contemplated hereby (except that for purposes of application of this clause (ii) all materiality and material adverse effect qualifications within all representations and warranties shall be deemed omitted); (b) each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by any of Buyers, at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”): (i) The representations and warranties of Buyer made in this Agreement will be true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed been duly and properly complied with and performed, except where the noncompliance or complied nonperformance does not have, and could not reasonably be expected to have, individually or in the aggregate for all covenants, agreements and obligations, a material respects with all adverse effect on Buyer's ability to consummate the transactions contemplated hereby (except that for purposes of the covenants and agreements required application of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; subsection (b) No Additional Required Consentall materiality and material adverse effect qualifications within all covenants, which has not been obtained, would cause Closing of the Transaction to agreements and obligations shall be in violation of applicable lawdeemed omitted); (c) No order has been entered by any court or governmental agency having jurisdiction over there shall be delivered to Sellers a certificate of Buyer executed on the Parties or Closing Date that the subject matter conditions set forth in subsections (a) and (b) of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing;Section 4.6 have been fulfilled; and (d) Buyer the Final Order shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied granted by the Closing Date, then Seller may, as Seller’s sole Commission and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition License Co. shall be deemed entitled to be waived for all purposesthe holder of the Commission Authorizations.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (i1) The All representations and warranties of Buyer made contained in this Agreement will shall be true and correct in all material respects at and as of the Closing Date, in accordance with their terms as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselveswere remade at and as of Closing (except to the extent such representations and warranties are made as of a specified date, 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 correct (iiwithout giving effect to any limitation or qualification as to materiality or Material Adverse Effect), individually or in the aggregate has not had and would not reasonably be expected to materially impair the ability of Buyer to consummate the Transaction and perform its obligations under this Agreement, (2) Buyer shall have performed or complied in and satisfied all material respects with all of the covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to ClosingClosing in all material respects, and (3) Buyer shall have delivered Buyer’s Certificate to Seller confirming the foregoing; (b) No Additional Required Consent, which has not been obtained, would cause Closing other than an order affecting only a portion of the Transaction to be in violation of applicable law; (c) No Assets that is treated as a Casualty Loss, no order has shall have been entered by any court or governmental agency Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (c) in each case subject to the Title Threshold, the Aggregate Deductible, and the Environmental Defect Threshold, the aggregate amount of (1) the sum of all Title Defect Amounts for actual Title Defects, less the sum of all Title Benefit Amounts for actual Title Benefits, as determined under Article IV, plus (2) the sum of all Remediation Costs for actual Environmental Defects, shall not exceed an amount equal to 10% of the Unadjusted Base Purchase Price; (d) Buyer Earthstone shall have delivered caused the Stock Consideration to be issued to, at Closing Seller’s written direction, Seller or to those Persons as set forth on Schedule 10.1(d), free and clear of any and all Buyer Closing Deliveries liens, claims and Encumbrances; (e) the Stock Consideration shall have paid all Buyer Closing Payments unless Buyer’s failure been approved for listing on the NYSE, subject to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination official notice of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditionsissuance; and (ef) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition Buyer shall be deemed ready, willing, and able to perform each of the actions and deliver those deliverables specified in Section 12.3 as required to be waived for all purposesdelivered by or on behalf Buyer at Closing.

Seller’s Conditions Precedent. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement is, at the Closing are option of the Seller, subject to the satisfaction or waiver at in writing by the Seller (subject to applicable Laws) on or prior to the Closing Date of each of the following conditions precedent precedent: (collectivelya) No preliminary or permanent injunction or other order will have been issued (and remain in force) by any Governmental Authority having appropriate jurisdiction preventing consummation of the transactions contemplated by the Transaction Documents, and (b) to the extent required to be obtained prior to Closing, the “consents, approvals and other items on Schedule 3.2 shall have been obtained; PURCHASE AND SALE AGREEMENT 50 7.2 No Proceeding will have been commenced by any Third Party against the Seller’s Conditions”):, the Buyer or any of their respective Affiliates, associates, officers or directors seeking to restrain, enjoin, prevent or challenge the transactions contemplated by the Transaction Documents or seeking material damages arising from the transactions contemplated by the Transaction Documents; (i) The 7.3 All representations and warranties of the Buyer contained herein (a) that are qualified by the term “material” or contain terms such as “material adverse change,” “material adverse effect” or other terms or Dollar amounts of similar import or effect (whether or not capitalized) shall be true and correct as of the Closing Date as though such representations and warranties were made at such time (except to the extent that a representation specifically relates to an earlier date, in this Agreement will which case as of such earlier date), and (b) that are not so qualified shall be true and correct in all material respects as of the Closing Date, Date as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselveswere made at such time (except to the extent that a representation specifically relates to an earlier date, in which case as of such earlier date); and (ii) ; 7.4 The Buyer shall will have performed or complied satisfied in all material respects with on or prior to the Closing Date all of the obligations, covenants and agreements required of Buyer or its Affiliates under contained in this Agreement to be performed at or complied with by the Buyer on or prior to Closingthe Closing Date; 7.5 The Seller shall have received written evidence that is reasonably satisfactory to the Seller that (a) SUSA has unconditionally consented to the assignment of the Seller’s interests in the Properties to the Buyer pursuant to this Agreement by countersigning a form of consent letter substantially in the form of Exhibit G, and (b) No Additional Required ConsentSUSA has waived its PPR under the Development Agreement or such PPR has otherwise expired in accordance with the terms of the Development Agreement; and (c) either (i) the Buyer shall have notified the Seller, which has not been obtainedpursuant to Section 5.14, would cause that the Buyer is willing to assume and accept at Closing the DA Assumed Obligations or (ii) SUSA shall have agreed in writing that the Properties actually assigned to the Buyer hereunder will, effective upon such assignment, cease to be subject to the Development Agreement in any respect and will cease to be “Joint Interests” under the Development Agreement; 7.6 If applicable, consummation of the transactions contemplated under the terms of the Transaction to be in violation Documents is not prevented from occurring by (and the required waiting period, if any, has expired under) the HSR Act and the rules and regulations of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or FTC and the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s ConditionsDOJ thereunder; and (e) 7.7 The Bankruptcy Court Deposit shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement been made to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy in accordance with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (Section 2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. The obligations obligation of Seller at to consummate the Closing are transaction contemplated by this Agreement is subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (ia) The Buyer shall have performed and complied, in all material respects, with all terms of this Agreement required to be performed, or complied with, by Buyer on or prior to Closing. (b) No action or proceeding by any third party or by or before any governmental authority shall have been instituted or threatened (and not subsequently dismissed, settled or otherwise terminated) which might restrain, prohibit or invalidate any of the transactions contemplated by this Agreement, other than an action or proceeding instituted or threatened by Seller or any of its affiliates. (c) Buyer’s representations and warranties of Buyer made in this Agreement will be set forth herein are true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing;, as though made on Closing date. (d) Buyer shall have delivered at deliver to Seller on or prior to Closing all Buyer Closing Deliveries an opinion of counsel of Guarantor to the following matters: (i) Guarantor is a Cayman Island limited partnership validly existing and have paid all Buyer Closing Payments unless Buyer’s failure in good standing under the laws of the Cayman Islands; (ii) Guarantor has the requisite power and authority to execute and deliver the Buyer Closing Deliveries Guaranty and pay to consummate the Buyer Closing Payments results from Buyer’s termination transactions contemplated thereby. The execution and delivery of this Agreement as a result the Guaranty by Guarantor and the consummation of its termination rights under Section 8.2 below as a result the transactions contemplated thereby have been duly authorized; (iii) The Guaranty has been duly executed and delivered by Guarantor and constitutes the valid and binding obligation of a failure Guarantor, enforceable against it in accordance with the terms thereof, subject to the effects of Buyer’s Conditionsbankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights. No other act, approval or proceeding on the part of Guarantor or any other party is required to authorize the execution and delivery of the Guaranty by Guarantor or the consummation of the transactions contemplated thereby; and (eiv) The Bankruptcy Court shall have approved Guaranty, and its execution and delivery by Guarantor, does not, and the consummation of the transactions contemplated thereby, will not (a) conflict with or result in connection with a breach of the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrarycharter or bylaws of Guarantor or any other governing documents of Guarantor, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2b) proceed violate any statute or law or any judgment, decree, order, writ, injunction, regulation, or rule of any court or governmental authority, which violation might adversely affect the ability of Guarantor to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesperform its obligations under the Guaranty.

Seller’s Conditions Precedent. The obligations of Seller Seller’s obligation to convey the Property to Purchaser at the Closing are subject to is conditioned upon the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent during the time periods specified below (collectivelyany of which conditions may be waived by Seller upon giving notice thereof to Purchaser): (a) On or before March 15,2007, (i) Seller utilizing its good faith efforts to negotiate and obtain a valid and binding commitment from the City to release Seller at Closing from its obligations under the Ground Lease from and after the date of Closing (the “Ground Lease Release”), on terms and conditions reasonably acceptable to Seller; (ii) Seller utilizing its good faith efforts to negotiate and obtain a valid and binding commitment from Lender to release Seller and all guarantors of the Loans at Closing from all obligations under all documents evidencing or securing the Loans (the “Loan Release”), on terms and conditions reasonably acceptable to Seller; and (iii) Seller obtaining the Lease Termination Agreement, on terms and conditions reasonably acceptable to Seller. If Seller has not obtained the Ground Lease Release, Loan Release and the Lease Termination Agreement, or if Seller is dissatisfied with the terms of the Ground Lease Release, Loan Release or Lease Termination Agreement (in Seller’s Conditions”):sole and absolute discretion), then Seller may terminate this Agreement by providing written notice thereof to Purchaser on or before March 15, 2007, in which event the Deposit shall be returned to Purchaser and this Agreement shall be null and void. (b) The obligation of Seller under this Agreement to sell the Property to Purchaser is subject to the satisfaction, as of Closing, of each of the following conditions: (i) The representations and warranties of Buyer made by Purchaser in this Agreement will shall be true true, accurate and correct complete in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and . (ii) Buyer shall have performed or complied in all material respects with Purchaser performing all of the covenants and agreements obligations required of Buyer or its Affiliates under by this Agreement to be performed at or prior to Closing;by Purchaser on the Closing Date. (biii) No Additional Required Consent, which has not been obtained, would cause Closing City executing and delivering all documents necessary to allow Seller to assign its interest in the Lease to Purchaser and release Seller from its obligations under the Ground Lease pursuant to the terms of the Transaction Lease Release. (iv) Lender executing and delivering all documents necessary to allow Purchaser to assume the Loans and to release Seller and guarantors from all obligations under all documents evidencing or securing the Loans pursuant to the terms of the Loan Release. (v) Electroglas, Inc. executing and delivering to Seller the Lease Termination Agreement. If any of the conditions set forth in clauses (i) and (ii) above are not satisfied on or pefore Closing and Seller fails to waive such conditions, the~ Seller may, at its election, by written notice to Purchaser (A) declare Purchaser to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights default under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case event the Parties parties shall have no further rights or the rights, benefits, obligations hereunder except those which expressly survive termination and liabilities described in Paragraph 12 below, or (2B) extend the time for Closing hereunder for a period of time not to exceed thirty (30) days until all of these contingencies are satisfied and/or until Seller waives such contingencies. If Seller elects to proceed pursuant to Closingclause (B), Seller may still elect clause (A) subsequently, at any time, upon written notice to Purchaser. If any of the conditions set forth in clauses (iii), (iv) and (v) above are not satisfied on or before Closing through no fault of Seller, then this Agreement shall terminate, in which case such Seller’s Condition event the Deposit shall be deemed returned to Purchaser and this Agreement shall be waived for all purposesnull and void.

Seller’s Conditions Precedent. The obligations of Seller at following shall be conditions precedent to Seller’s obligation to consummate the Closing are subject purchase and sale transaction contemplated herein with respect to the satisfaction or waiver at or prior to the Closing of the following conditions precedent Property (collectively, the “Seller’s ConditionsConditions Precedent”): (i) The representations and Purchaser shall have delivered to the Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other consideration or other immediately available funds due from Purchaser in accordance with this Agreement. (ii) There shall exist no material breach of (a) any of Purchaser’s representations, warranties or covenants set forth in Section 7, or (b) any other material obligation of Buyer made in this Agreement will be true and correct in all material respects Purchaser hereunder as of the Closing DateClosing, as if remade on in either case, not cured in accordance with the Closing Date provisions of Section 19(b). (without duplication of any materiality qualifiers within the representations and warranties themselves); and (iiiii) Buyer Purchaser shall have performed or complied delivered to the Escrow Company the items described in all material respects with Section 14. (iv) Purchaser shall have replaced all of the covenants and agreements required of Buyer Existing Security Items in accordance with Section 15(b). (v) Unless (a) Seller shall have made the election described in Section 3(f), or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing the provisions of the Transaction to be in violation of Section 3(f) are applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of Lender not granting Lender’s Approval to the assumption by Purchaser of the First Lien or conditioning Lender’s Approval to the assumption of the First Lien by Purchaser on terms and conditions not acceptable to Purchaser in the exercise by Purchaser of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court reasonable business judgment, Lender shall have approved in connection with agreed to release Seller and Seller’s affiliates from any liability accruing under the Bankruptcy Case First Lien from and after the Transaction contemplated by this AgreementClosing. Notwithstanding anything The conditions set forth in this Agreement Section 11(b) are solely for the benefit of Seller and may be waived only by Seller. Seller shall, at all times prior to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate termination of this Agreement, in which case have the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed right to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposeswaive any of these conditions.

Seller’s Conditions Precedent. The obligations If any of Seller at the following conditions are not waived by the Sellers and the Shareholders, or satisfied on or before the Closing are Date, the Sellers and the Shareholders may terminate this Agreement. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver satisfaction, at or prior to the Closing Date, of each of the following conditions precedent conditions, any or all of which may be waived in whole or in part: (collectivelya) no preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any governmental or regulatory body preventing consummation of the transactions contemplated by this Agreement; (b) no action will have been commenced or threatened against the Sellers, the “Seller’s Conditions”): Shareholders, the Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or to challenge the transactions contemplated by this Agreement; (ic) The all representations and warranties of the Buyer made in this Agreement contained herein will be true and correct in all material respects on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (iid) the Buyer shall will have performed or complied in all material respects with all of the covenants obligations, agreements and agreements required of Buyer or its Affiliates under conditions contained in this Agreement to be performed at or complied with by the Buyer; (e) the Buyer will have delivered or caused to be delivered to the Sellers and Shareholders each of the items specified in Section 10.1; (f) the Buyer will not have any loss on or prior to Closing; the Closing Date not covered by insurance that is materially adverse to the Buyer; (bg) No Additional Required Consentall actions, which has not proceedings, instruments and documents required to carry out the transactions contemplated hereby will have been obtainedinitiated, would cause Closing completed and obtained or drafted to the reasonable satisfaction of counsel to the Sellers and the Buyer will have delivered such additional certificates and documents as the Sellers reasonably request including, without limitation, such certificates of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over Buyer dated the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection Date evidencing compliance with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything conditions set forth in this Agreement to Section 9; and (h) the contrary, if any Seller’s Condition has not been satisfied by relevant Shareholders and the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties Buyer shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesentered into Employment Agreements substantially as set forth at Schedule 7.4.

Seller’s Conditions Precedent. The obligations of Seller at Sellers under this Agreement to consummate the Closing transactions contemplated hereby are subject to the satisfaction or waiver satisfaction, at or prior to the Closing Closing, of each of the following conditions precedent (collectivelyconditions, the “Seller’s Conditions”):all of which may be waived, in whole or in part, by Seller for purposes of consummating such transactions, but without prejudice to any other right or remedy which Sellers may have hereunder as a result of any misrepresentation by or breach of any covenant or warranty of Buyer contained herein or any other certificate or instrument furnished by or on behalf of Buyer hereunder: (ia) The no action, suit, or proceeding shall have been instituted against Seller, Xxxxx License or against any of Buyers by, in or before any court, tribunal, or governmental body or agency, and be unresolved, and no order shall have been issued, to restrain, prevent, enjoin, or prohibit, or to obtain substantial damages by reason of, any of the transactions contemplated hereby; (b) the representations and warranties of Buyer made Buyers contained in this Agreement will shall be true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations when made and warranties themselves); shall also be true and (ii) Buyer shall have performed or complied correct in all material respects with all at the time of the covenants Closing with the same force and agreements required of Buyer or its Affiliates under this Agreement to be performed effect as though such representations and warranties were made at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable lawthat time ; (c) No order has been entered each covenant, agreement, and obligation required by any court or governmental agency having jurisdiction over the Parties or the subject matter terms of this Agreement that restrains to be complied with and performed by Buyers at or prohibits prior to the Transaction Closing shall have been duly and that remains properly complied with and performed in effect at all material respects, and Buyer shall deliver a certificate dated as of the time Closing Date certifying to the fulfillment of Closing;this condition and the condition set forth under Section 7.2(b) above; and (d) Buyer the Initial Order shall have delivered at Closing all Buyer Closing Deliveries been granted, and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries execution and pay the Buyer Closing Payments results from Buyer’s termination delivery of this Agreement as a result and the consummation of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court the transactions contemplated hereby, shall have been approved in connection with by all regulatory authorities whose approvals are required by law, including, without limitation, all approvals or expirations or early termination of any waiting period required under the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesHSR Act.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (i1) The All representations and warranties of Buyer made contained in this Agreement will shall be true and correct in all material respects (other than the Buyer Fundamental Representations and those representations and warranties qualified with respect to materiality) as of the Closing Date, in accordance with their terms as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselveswere remade at and as of the Closing (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of such specified date); , (2) the Buyer Fundamental Representations and those representations and warranties of Buyer contained in this Agreement qualified with respect to materiality shall be true and correct in all respects as of the Closing in accordance with their terms as 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 specified date, in which case such representations and warranties shall be true and correct as of such specified date), and (ii3) Buyer shall have performed or complied in and satisfied all material respects with all of the covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to Closingthe Closing in all material respects; (b) No Additional Required Consent, which has not been obtained, would cause Closing other than any order affecting only a portion of the Transaction to Assets that could be in violation of applicable law; (c) No treated as a Casualty Loss, no order has been entered by any court or governmental agency Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (ec) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition Buyer shall be deemed ready, willing, and able to be waived for all purposesdeliver those deliverables specified in Section 12.3 as being delivered by Buyer at the Closing.

Seller’s Conditions Precedent. The obligations of Seller at to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):conditions: (ia) The representations and warranties of made by Buyer made in this Agreement will shall be true and correct in all material respects when made and on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselves); were made on and as of Closing. Seller shall have received from Buyer at Closing satisfactory certificates to such effect signed by an authorized officer of Buyer. (iib) Buyer shall have performed or and complied in all material respects with all provisions of the covenants and agreements required of Buyer or its Affiliates under this Agreement required to be performed at or complied with by Buyer prior to or at Closing; (b) No Additional Required Consent. Seller shall have received from Buyer at Closing satisfactory certificates to such effect, which has not been obtained, would cause Closing signed by an authorized officer of the Transaction to be in violation of applicable law;buyer. (c) No order action or proceeding by or before any governmental authority shall have been instituted (and not subsequently dismissed, settled or otherwise terminated), which might restrain, prohibit or invalidate any material portion of the transactions contemplated by this Agreement. (d) Seller shall have received from counsel for Buyer an opinion, dated as of Closing, that all necessary corporate action has been duly and validly taken on behalf of Buyer for the execution and performance of this Agreement and all other agreements entered into or instruments delivered by Buyer pursuant hereto, that all such agreements and instruments are valid and binding on Buyer and enforceable against Buyer, and that counsel has made reasonable inquiries and, to such counsel's knowledge, Buyer is not subject to any order, writ, injunction or decree of any court or governmental agency having jurisdiction over the Parties authority that would prevent or the subject matter of restrain Buyer from fulfilling its obligations under this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing;under any such other agreements or instruments. (de) All applicable waiting periods in respect of the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been obtained. (f) Buyer shall have executed and delivered to Seller at the Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver each of the Buyer Closing Deliveries Documents and pay such additional documents as may be reasonably requested by Seller in order to consummate the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to . (g) Seller shall have received the contrary, if any Seller’s Condition has not been satisfied Environmental Reports for the Locations as provided by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement. (h) No more than twenty-four (24) Locations of any type, in nor more than fifteen (15) Locations at which case the Parties gasoline and motor fuels are sold, shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived been deleted from the purchase and sale for all purposesany reason permitted under this Agreement.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (i) The A. All representations and warranties of Buyer made contained in this Agreement will be are true and correct in all material respects (other than those that are qualified by materiality pursuant to their terms, which shall be true in all respects) at and as of the Closing Date, in accordance with their terms as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselves); were remade at and (ii) Buyer shall have performed or complied in all material respects with all as of the Closing. Buyer has performed and satisfied all covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to Closingthe Closing in all material respects and Buyer shall deliver a certificate to Seller confirming the foregoing; (b) B. No Additional Required Consentorder, which has not been obtaineddecree, would cause Closing of the Transaction to be in violation of applicable law; (c) No order ruling or other legal process has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains seeks to enjoin or prohibits the prohibit this Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and C. The sum of (ei) The Bankruptcy Court shall all Environmental Defect Values and Title Defect Values that have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied agreed upon by the Closing DateParties, then Seller may, as Seller’s sole and exclusive remedy (ii) the Title Defect Values asserted by Buyer with respect to such Seller’s Condition, either (1) terminate this Agreement, in all Title Defects that Seller has elected to cure after Closing pursuant to Section 4.2 B.3 or which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed would be subject to arbitration pursuant to Section 4.3 upon Closing, in (iii) the Environmental Defect Values asserted by Buyer (or, if lesser, the Allocated Value of the Affected Assets) with respect to all Environmental Defects which case such Seller’s Condition shall would be deemed subject to arbitration pursuant to Section 5.3 upon Closing and (iv) the Allocated Values of all Assets that would be waived for all purposesplaced into escrow at Closing pursuant to 4.6 A does not exceed 25% of the Purchase Price.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”): (i) The representations and warranties of Buyer made in this Agreement will be true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition obligation to sell and assign the Loan Rights and Obligations shall be subject to and contingent upon the satisfaction (or waiver by Seller) of the following conditions precedent prior to or on the Closing Date (“Seller’s Conditions Precedent”): (a) Seller’s receipt of the Cash Purchase Price and the fully executed Warrant, subject only to the concurrent satisfaction of the Buyer’s Conditions Precedent; (b) All Buyer’s Closing Documents shall have been executed (as applicable) and delivered to Seller by Buxxx xs required by this Agreement; (c) Each and every representation and warranty of Buyer contained in this Agreement shall be true and correct as and when made and as of the Closing Date in all material respects; (d) No injunction, action, restraining order, judgment or other ruling issued by any court of competent jurisdiction or governmental authority, or any other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall then be in effect; and (e) Buyer has provided all information (which information Buyer hereby represents, warrants and covenants to be true, accurate and complete) requested by Seller to perform Seller’s due diligence on Buyer and Seller’s diligence regarding Buyer has not been satisfied by the Closing Daterevealed any information regarding Buyer or its principals, then Seller mayofficers, as directors, or direct or indirect owners that would fail to satisfy, in Seller’s sole and exclusive remedy with respect to such determination, Seller’s Condition(including for the purposes of this sentence, either (1the controlling party and the beneficial owner of Seller) terminate internal due diligence approval criteria for Seller’s consummation of the transactions contemplated by this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. (a) The obligations Seller shall have procured and delivered a confirmation memo from BSR (in a form agreed between the Purchaser and the Seller and on reliance basis) confirming that there are: (a) no pending Tax proceedings against the Seller; and/or (b) no completed Tax proceedings, for which a notice under rule 2 of the second schedule of the IT Act is due to be served on the Seller; and/or (c) no notice has been issued by any Governmental Authority assessing or imposing any Tax (or any interests and/or penalties payable) on the Seller at and there are no outstanding demands against the Closing are subject Seller from any Governmental Authority in respect of Tax on the Seller. (b) The Seller shall have provided to the satisfaction or waiver at or prior Purchaser a Withholding Tax Statement. (c) The Seller shall have provided a certificate certifying the residency status of the Seller for the purpose of Taxation (“Tax Residency Certificate”) for calendar year 2020 and 2021 as provided by Tax authorities in the United States of America. (d) The Seller shall have provided to the Closing Purchaser a certificate (in a form agreed between the Purchaser and the Seller) confirming that the Seller does not have any permanent establishment in India in terms of the following conditions precedent (collectivelyprovisions of Income-tax Act, the “Seller’s Conditions”):1961. (ie) The representations Seller shall have provided all information required by the Purchaser for the purposes of submission of Form 15CA and warranties Form 15CB under the IT Act by the Purchaser. (f) The Parties shall have concluded the agreed form of Buyer made in this Agreement will be true all declarations, documents and correct in all material respects information required by the Purchaser for initiating the transfer of Sale Consideration and for the purposes of submission of Form FC-TRS with Reserve Bank of India. (g) The Seller shall have provided to the Purchaser a scanned copy of Indian permanent account number issued to the Seller by the relevant Governmental Authority. (h) The Seller shall have provided to the Purchaser and the Company a duly executed undertaking and release, effective as of the Closing Date, stating that : (i) there are no claims outstanding/ due to it from the Company or the Purchaser under the Shareholders Agreements or the Ancillary Agreements in any manner whatsoever ; (ii) it shall not raise any Claims against the Company or the Purchaser under law or equity or otherwise anywhere in the world, except in relation to or in connection with the Transaction Documents; and (iii) the payment of the Sale Consideration is full and final settlement and discharge of the obligations of the Purchaser for the transfer of shares under this Agreement. (i) The Purchaser and the Company shall have provided to the Seller, a duly executed undertaking and release, effective as if remade of the Closing Date, stating that: (i) there are no claims outstanding/ due to each of them from the Seller under the Shareholders Agreements or the Ancillary Agreements in any manner whatsoever; (ii) each of them shall not raise any Claims against the Seller under law or equity or otherwise anywhere in the world, except in relation to or in connection with the Transaction Documents. (j) The Seller shall have provided to the Purchaser and the Company a written confirmation that at least one of the Seller Nominee Directors (as defined in Clause 1.4 of Schedule 1) shall attend the Board meeting to be held on the Closing Date where the transfer of shares from the Seller to the Purchaser will be recorded. (without duplication of any materiality qualifiers within the representations and warranties themselves); and (iik) Buyer The Sale Shares shall have performed or complied in all material respects with all been converted into dematerialised form by the Seller and a copy of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing demat account of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over Seller reflecting the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer Sale Shares shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement been provided to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesPurchaser.

Seller’s Conditions Precedent. The obligations In addition to any other conditions stated herein, Seller’s obligation to sell the Property is conditioned on the accomplishment of Seller at the Closing are subject following requirements to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):: (i) The In its legislative discretion, the Board of County Commissioners of Washoe County must have approved this Agreement and authorized the purchase of the Property; (ii) All of the documents and other items required to be delivered by Buyer to Seller under this Agreement must have been delivered in form and substance reasonably satisfactory to Seller; (iii) Buyer must have complied with, fulfilled and performed, in all material respects, each of the covenants, terms, and conditions hereunder to the reasonable satisfaction of Seller; (iv) Buyer must have deposited into escrow the purchase price and its share of expenses as provided herein; (v) All of the representations and warranties of made by Buyer made in this Agreement will and in any closing certificate must be true and correct in all material respects as of the Closing Date; (vi) No injunction or restraining order shall be in effect prohibiting the sale of the Property to Buyer; (vii) Since the date of the Purchase Agreement, as if remade there shall have been no material adverse change in the Property; (viii) Buyer agrees to existing, mapped easements and all easements reflected on the Closing Date title insurance commitment. Seller shall not entertain any new or currently pending easements or encumbrances on the Property prior to the close of escrow. Any requested easements or encumbrances shall be communicated to the Buyer for negotiation following the close of escrow; (without duplication ix) The Representations and Warranties of any materiality qualifiers within the representations Seller shall be true and warranties themselves); correct as of the closing date and (ii) Buyer the Seller shall have performed or complied in all material respects with all of the covenants and agreements shall have performed all other obligations required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closingcomplied with by or as of the Closing Date; (bx) No Additional Required Consent, which has not been obtained, would cause Closing Any and all environmental remediation of the Transaction to Property shall be in violation the sole responsibility of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (exi) The Bankruptcy Court Prior to close of escrow, Washoe County staff will provide RHA with a list of County owned land suitable for affordable housing development. Seller may waive any of the foregoing conditions and close the sale, provided that, if Seller shall have approved knowledge as of the Closing Date that any of the foregoing conditions, or any representations or warranties of Buyer contained herein or in any closing documents delivered in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contraryherewith are false or inaccurate, if then Buyer shall not have any Seller’s Condition has not been satisfied by liability or obligation respecting such unsatisfied condition or such false or inaccurate representations or warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes).

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject shall not be obligated to the satisfaction or waiver at or prior to the Closing of perform under this Agreement unless the following conditions precedent (collectively, have been met on or before the “Seller’s Conditions”):Closing Date or unless they are waived by Seller in writing: (ia) The representations and warranties of Buyer made in this Agreement will be are true and correct in all material respects as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the as though such representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closingwere made on that date; (b) No Additional Required Consent, which has not been obtained, would cause Closing Buyer shall have provided to the Company all information reasonably required on its part to prepare an application for approval of the Transaction transaction contemplated hereunder to be submitted to the Brazilian and any other relevant antitrust authorities, as set forth in violation of applicable lawArticle 9 below; (c) No order has All of the covenants contained in the Agreement to be complied with or performed by the Buyer at or before the Closing of the transaction of purchase and sale of the Quotas contemplated hereby shall have been entered by any court complied with or governmental agency having jurisdiction over performed and certificates of an officer or authorized signatory of the Parties or Buyer, dated the subject matter of this Agreement Closing Date, to that restrains or prohibits effect shall have been delivered to the Transaction Seller in form and that remains in effect at substance reasonably satisfactory to the time of ClosingSeller; (d) Buyer no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Quotas contemplated hereby; (e) Company shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver executed the Buyer Closing Deliveries and pay Supply Agreement substantially in the Buyer Closing Payments results from Buyer’s termination form of the draft Supply Agreement annexed as Exhibit 8.1(i)-1 with Seller, as well as the Transition Services Agreement substantially in the form of the draft Transition Services Agreement annexed as Exhibit 8.1(i)-2 necessary for the implementation of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s ConditionsAgreement; and (ef) The Bankruptcy Court the Company shall have approved in connection executed a Lease Agreement with the Bankruptcy Case the Transaction contemplated Seller as specified by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either Exhibit 8.1(j); (1g) terminate this Agreement, in which case the Parties Buyer shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to paid the Purchase Price on the Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (i1) The All representations and warranties of Buyer made contained in this Agreement will shall be true and correct in all material respects at and as of the Closing Date, in accordance with their terms as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselveswere remade at and as of Closing (except to the extent such representations and warranties are made as of a specified date, 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 correct (iiwithout giving effect to any limitation or qualification as to materiality or Material Adverse Effect), individually or in the aggregate has not had and would not reasonably be expected to materially impair the ability of Buyer to consummate the Transaction and perform its obligations under this Agreement, (2) Buyer shall have performed or complied in and satisfied all material respects with all of the covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to ClosingClosing in all material respects, and (3) Buyer shall have delivered Buyer’s Certificate to Seller confirming the foregoing; (b) No Additional Required Consent, which has not been obtained, would cause Closing other than an order affecting only a portion of the Transaction to be in violation of applicable law; (c) No Assets that is treated as a Casualty Loss, no order has shall have been entered by any court or governmental agency Governmental Authority having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (c) in each case subject to the Title Threshold, the Aggregate Deductible, and the Environmental Defect Threshold, the aggregate amount of (1) the sum of all Title Defect Amounts for actual Title Defects, less the sum of all Title Benefit Amounts for actual Title Benefits, as determined under Article IV, plus (2) the sum of all Remediation Costs for actual Environmental Defects, shall not exceed an amount equal to 10% of the Unadjusted Base Purchase Price; (d) Buyer Earthstone shall have delivered at Closing caused the Stock Consideration to be issued to each Seller in the proportions described on Schedule 12.3(d), free and clear of any and all Buyer Closing Deliveries liens, claims and Encumbrances; (e) the Stock Consideration shall have paid all Buyer Closing Payments unless Buyer’s failure been approved for listing on the NYSE, subject to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination official notice of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditionsissuance; and (ef) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition Buyer shall be deemed ready, willing, and able to perform each of the actions and deliver those deliverables specified in Section 12.3 as required to be waived for all purposesdelivered by or on behalf Buyer at Closing.

Seller’s Conditions Precedent. The obligations of Seller at Sellers to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing each of the following conditions precedent (collectively, the “Seller’s Conditions”):conditions: (ia) The representations and warranties of Buyer made by Purchaser in this Agreement will shall be true and correct in all material respects (except for those representations and warranties modified by the word “material”, “Material Adverse Effect” or similar words or phrases which shall be true and correct) when made and on and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselves); were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (iib) Buyer Purchaser shall have performed or and complied in all material respects with all provisions of the covenants and agreements required of Buyer or its Affiliates under this Agreement required to be performed or complied with by Purchaser before or at or prior Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to Closing; (b) No Additional Required Consentsuch effect, which has not been obtained, would cause Closing signed by an authorized officer of the Transaction to be in violation of applicable law;Purchaser. (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction Purchaser shall have executed and that remains in effect delivered to Sellers at the time Closing each of Closing;the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Buyer Purchaser shall have executed and delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; andEscrow Agreement. (e) The Bankruptcy Court Purchaser shall have approved paid or made provisions acceptable to Sellers for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the Bankruptcy Case transactions contemplated pursuant to this Agreement (except as otherwise provided in this Agreement). (f) Sellers, Xxxxx X. Xxxxxxxx, and the Transaction Xxxxx X. Xxxxxxxx estate shall have been released from any personal guaranties that they have given prior to the Closing related to the operation of the Business. (g) SuperAmerica shall have consented to the consummation of the transactions contemplated in this Agreement, and to the extent that SuperAmerica has not exercised the SuperAmerica ROFR with respect to some or all the SuperAmerica Locations set forth on Schedule 9.1(g) (the “Expired SuperAmerica Locations”), Purchaser and SuperAmerica shall have entered into amendments to the applicable SuperAmerica Franchise Agreements relating to the Expired SuperAmerica Locations, in a form reasonably acceptable to Purchaser and Sellers. (h) The satisfaction by this Purchaser of all the conditions precedent to closing set forth in Section 9.1 of that certain Purchase and Sale Agreement (except for such conditions which by their terms were intended to be satisfied at the closing) and Purchaser’s simultaneous closing (or being ready, willing and able to close) on the transactions contemplated in that certain Purchase and Sale Agreement. Notwithstanding anything set forth in this Agreement contained herein to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or Sellers’ obligations hereunder except those which expressly survive termination or (2) proceed are subject to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesthe SuperAmerica ROFR regarding the SuperAmerica Locations.

Seller’s Conditions Precedent. The obligations of Seller at Seller's obligation to consummate the Closing are transaction contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent (collectively"Seller's Closing Conditions Precedent"); provided, however, that Seller shall have the “unilateral right to waive any Seller’s Conditions”):'s Closing Condition Precedent, in whole or in part, by written notice to Purchaser: (i) The representations and warranties of Buyer made Purchaser set forth in this Agreement will be true and correct SECTION 6 hereof shall be, in all material respects as respects, true and complete. (ii) Purchaser shall have performed all of the Closing Dateobligations required to be performed by Purchaser under this Agreement, as if remade and when required by this Agreement, in all material respects. (iii) Each of the Lenders shall have consented, in a writing satisfactory to Seller, in Seller's sole discretion, to the sale of the Projects related to such Lender's loans and, to the extent Purchaser wishes to assume all or a portion of the Existing Debt, to the assumption by Purchaser's (or its Affiliates') assumption of the Existing Debt and all documents in connection therewith. (iv) Each Lender shall have executed and delivered on or before the Closing Date release documents in form and substance reasonably satisfactory to Seller, releasing the Borrowers from any and all obligations under the Existing Debt being assumed by Purchaser; provided that Seller shall have requested that (without duplication i) Lenders deliver such releases by Closing and the delivery into escrow by the Lenders pending Closing and receipt of any materiality qualifiers within the representations and warranties themselves)funds and/or assumption documents, as applicable, shall constitute delivery to Seller hereunder; and (ii) Buyer pursuant to SECTION 3(C) hereof, Seller shall have performed or complied in all material respects with all of no obligation to close the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied unless it is fully released by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesapplicable Lender(s).

Seller’s Conditions Precedent. The obligations of Seller at the Closing are subject Section 4.1, Consents shall be amended and restated in it entirety as follows: “Subject to the satisfaction terms of this Section 4.1, on or waiver at or before the date which is ten (10) days prior to the Date of Closing of the following conditions precedent (collectively, the “Consent Date”) (provided Buyer and Seller have elected to proceed toward Closing), Seller shall have obtained all consents required to consummate this transaction from (a) the Master Landlord under the Ground Lease, and (b) Seller’s Conditionslenders holding liens on the Improvements and Personal Property and/or on the Seller’s leasehold interest under the Ground Lease, including, without limitation, required consents from Foothill Capital Corporation (“Foothill”): ), including, without limitation, (i) The representations consents to any agreements between Seller and warranties Buyer to which Foothill would become subject upon any foreclosure of Buyer made Seller’s interest in this Agreement adjacent properties within the University of Utah Research Park; (ii) subordination of Foothill’s liens to any agreements that will be true recorded between Buyer and correct Seller in connection with this transaction; and (iii) all material respects as appropriate documentation and agreements necessary to release all Foothill liens on the Property, Improvements and Personal Property and on Seller’s leasehold interest under the Ground Lease. Seller agrees to use commercially reasonable efforts and act in good faith in obtaining such Consents. Notwithstanding the foregoing, Buyer and Seller agree that if Buyer, Seller and any necessary third parties have not agreed to final forms of all documents and/or agreements to which Seller’s lenders would be required to consent, or for which Seller will require Seller’s lenders’ consent, then the Consent Date shall be extended to the date which is fifteen (15) days following the date on which (x) final forms of all such documents and agreements have been agreed to by Buyer, Seller and any necessary third parties; and (y) Seller’s lenders have received copies of the final forms of all such documents and agreements. Buyer and Seller agree to negotiate in good faith to agree to the final form of any such documents and/or agreements in a timely manner. Buyer and Seller acknowledge and agree that any extension of the Consent Date pursuant to this Section 4.1 shall not be deemed a Seller delay under Section 5.1 and shall no event result in an extension of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.”

Seller’s Conditions Precedent. (i) The obligations of Seller at Closing by the Closing are subject to Sellers shall be conditional upon the satisfaction or completion (or, where not so prohibited under Applicable Law, waiver at or prior to by the Closing Sellers) of the following conditions precedent by the Acquirer (collectively, the “Seller’s ConditionsSellers’ Conditions Precedent”):) (ia) The representations and warranties of Buyer made the Acquirer set forth herein shall be, with respect to those representations and warranties qualified by any materiality standard, true and correct in this Agreement will be all respects at and as of the Closing Date, and with respect to all other representations and warranties, true and correct in all material respects at and as of the Closing Date, as if remade on except, in both instances, to the Closing Date (without duplication of any materiality qualifiers within the extent such representations and warranties themselves); expressly relate to an earlier date or time (in which case such representation and (ii) Buyer warranty shall have performed be true and correct in all respects, or complied in all material respects with all respects, as appropriate, on and as of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closingsuch earlier date); (b) No Additional Required Consent, which has not been obtained, would cause Closing The Acquirer shall have finalized the Agreed Form of the Transaction relevant Supporting Documents for the Acquirer to be submitted along with Form FC-TRS with the authorized dealer in violation relation to the purchase of applicable lawthe Sale Shares; (c) No order has been entered by any court Acquirer shall have obtained all governmental, regulatory or governmental agency having jurisdiction over approvals, authorisations or permits as may be required under Applicable Law, for consummating the Parties or the subject matter of transactions contemplated under this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of ClosingAgreement; (d) Buyer All orders, consents, waivers, no — objections, permits, approvals, authorisations or compliances necessary to permit the Parties to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and to permit the Acquirer to acquire the Sale Shares free and clear of all Encumbrances pursuant to this Agreement shall have delivered at Closing all Buyer Closing Deliveries been obtained and have paid all Buyer Closing Payments unless Buyer’s failure shall be in full force and effect; (e) There shall not be instituted, pending, or threatened any action, suit, investigation, or other proceeding in, before, or by any court, Governmental Agency, or other authority to deliver restrain, enjoin, or otherwise prevent consummation of any of the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of transactions contemplated by this Agreement or to recover any Damages or obtain other relief as a result of its termination rights under Section 8.2 below this Agreement or any of the transactions contemplated hereby or as a result of any contract entered into in connection with or as a failure of Buyer’s Conditionscondition precedent to the consummation hereof; (f) No event shall have occurred or be continuing which constitutes or would reasonably be expected to constitute a Material Adverse Effect that prevents the Acquirer from consummating the Transaction; and (eg) The Bankruptcy Court Acquirer shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1i) terminate this Agreementprovide a letter certified by an officer of the Acquirer, in which case the Parties shall have dated no further rights or obligations hereunder except those which expressly survive termination or earlier than two (2) proceed Business Days prior to the Closing, confirming that the commitment of the Acquirer’s Financing Sources to provide funds to pay the Acquirer Consideration and to consummate the transactions contemplated or pursuant to this Agreement remains in effect or (ii) provide Sellers with written confirmation from Acquirer’s investment or commercial bankers certifying that, no earlier than two (2) days prior to Closing, the Acquirer has freely available funds to pay the Acquirer Consideration as of the Closing Date and to consummate the transactions contemplated or pursuant to this Agreement. (ii) Within 5 (Five) Business Days of the satisfaction of all the Sellers’ Conditions Precedent (other than to the extent the same are waived), the Acquirer shall certify such satisfaction to the Sellers in which case the form and manner set out in ANNEXURE III (“Sellers’ CP Satisfaction Certificate”) along with necessary documents evidencing such Seller’s Condition shall be deemed to be waived for all purposesfulfillment.

Seller’s Conditions Precedent. The obligations obligation of a Seller at to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction or waiver at in writing by such Seller (subject to applicable Laws) on or prior to the Closing Date of each of the following conditions precedent precedent: 7.1 No preliminary or permanent injunction or other Order will have been issued (collectivelyand remain in force) by any Governmental Authority having appropriate jurisdiction preventing consummation of the transactions contemplated by this Agreement; 7.2 No Proceeding will have been commenced against any Seller, the “Seller’s Conditions”):Buyer or any of their respective Affiliates, associates, officers or directors by any Third Party seeking to enjoin, prevent, or challenge the transactions contemplated by this Agreement or seeking material damages arising from the transactions contemplated by this Agreement; (i) The 7.3 All representations and warranties of the Buyer contained herein (a) that are qualified by the term “material”, or contain terms such as “material adverse change,” “material adverse effect” or other terms, or Dollar amounts of similar import or effect (whether or not capitalized) shall be true and correct as of the Closing Date as though such representations and warranties were made at such time (except to the extent that a representation specifically relates to an earlier date, in this Agreement will which case as of such earlier date), and (b) that are not so qualified shall be true and correct in all material respects as of the Closing Date, Date as if remade on the Closing Date (without duplication of any materiality qualifiers within the though such representations and warranties themselveswere made at such time (except to the extent that a representation specifically relates to an earlier date, in which case as of such earlier date); and (ii) ; 7.4 The Buyer shall will have performed or complied satisfied in all material respects with on or prior to the Closing Date all of the obligations, covenants and agreements required of Buyer or its Affiliates under contained in this Agreement to be performed at or complied with by the Buyer on or prior to Closingthe Closing Date; (b) No Additional Required Consent7.5 The Buyer shall have received all consents, which has not been obtainedauthorizations, would cause Closing of the Transaction waivers, and approvals required to be in violation of applicable law; (c) No order has been entered by obtained prior to the Closing Date from any court or governmental agency having jurisdiction over other Governmental Authority under any applicable Law concerning the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; transactions contemplated herein (d) Buyer shall have delivered at except for Customary Post-Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s ConditionsConsents); and (e) 7.6 The Bankruptcy Court Deposit shall have approved been made in connection accordance with Section 2, and the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contraryOption Payment, if any Seller’s Condition has not been satisfied by the Closing Dateapplicable, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, been made in which case such Seller’s Condition shall be deemed to be waived for all purposesaccordance with Section 8.

Seller’s Conditions Precedent. The obligations obligation of each Seller at to consummate the Closing are transactions contemplated by this Agreement is subject to the satisfaction or waiver by Sellers (subject to applicable law) at or prior to the Closing Date of each of the following conditions precedent (collectivelyconditions: 7.1 No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any governmental or regulatory body preventing consummation of the transactions contemplated by this Agreement; 7.2 No action will have been commenced or threatened against the Sellers, the “Buyer or any of their respective Affiliates, associates, officers or directors (other than any initiated by or on behalf of either Seller’s Conditions”):) seeking to prevent or to challenge the transactions contemplated by this Agreement or seeking damages arising therefrom; (i) The 7.3 All representations and warranties of the Buyer made in this Agreement contained herein will be true and correct in all material respects on and as of the Closing Date, Date as if remade made on and as of the Closing Date (without duplication except to the extent that a representation and warranty specifically speaks to an earlier date, in which case such representation and warranty shall be true and correct as of any materiality qualifiers within the representations and warranties themselvessuch earlier date); and (ii) ; 7.4 The Buyer shall will have performed or complied satisfied in all material respects with all of the obligations, covenants and agreements required of Buyer or its Affiliates under contained in this Agreement to be performed at or complied with by the Buyer on or prior to Closingthe Closing Date; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) 7.5 The Buyer shall have delivered at Closing all Buyer Closing Deliveries be willing, ready and have paid all Buyer Closing Payments unless Buyer’s failure able to deliver comply with the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under delivery obligations set forth in Section 8.2 below as a result of a failure of Buyer’s Conditions8.1; and (e) 7.6 The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement aggregate adjustments to the contrary, if any Seller’s Condition has not been satisfied Purchase Price (i) for all Properties that are elected by Buyer to be excluded from the Properties to be purchased by it at the Closing Dateon account of any refusal by Sellers to allow Buyer to conduct any Phase II environmental investigation or examination, then Seller may(ii) for or related to all Title Defects asserted by Buyer (as well as adjustments on account of the failure to obtain Required Consents and the exercise of preferential purchase rights), as Seller’s sole (iii) for or related to all Environmental Defects asserted by Buyer and exclusive remedy with respect to such Seller’s Condition, either (1iv) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesCasualty Losses, net of any increase to the Purchase Price on account of Title Benefits pursuant to Section 2.1.12, shall not exceed ten percent (10%) of the unadjusted Purchase Price.

Seller’s Conditions Precedent. The obligations following shall be conditions precedent to Seller’s obligation herein to convey the Property to Buyer (“Seller’s Conditions Precedent”): (a) As of Seller at the Closing are subject Date, Buyer’s representations and warranties contained herein shall be true and correct in all material respects and Buyer shall not be in default of any obligation herein; (b) Bxxxx shall have executed and delivered to the satisfaction or waiver Escrow Agent at or least one (1) business day prior to the Closing of Date, the following conditions precedent (collectively, the “Seller’s ConditionsClosing Documents”): (i) The a General Assignment accepting and assuming Seller’s right, title and interest in and to any Intangible Property in the form attached hereto as Exhibit B and made a part hereof (the “General Assignment”); (ii) the Settlement Statement (as defined in Section 9.5 below); (iii) a Preliminary Change of Ownership Report; (iv) the Seller Lease; (v) any other documents reasonably requested of it by the Escrow Agent or the Title Company; and (vi) a certificate certifying to Seller that all of the representations and warranties of Buyer made in contained herein, updated, if necessary, to reflect events that have occurred since the Effective Date that do not constitute breaches of this Agreement will be by Buyer, are true and correct in all material respects as of the Closing DateClosing, as or if remade on the Closing Date (without duplication of any materiality qualifiers within the representations untrue, specifying which are not true and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law;correct. (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing to the Escrow Agent within the time period set forth in Section 3.6 above, for disbursement as directed hereunder, all cash and/or other consideration and/or other immediately available funds due from Buyer Closing Deliveries and have paid in accordance with this Agreement, including without limitation the balance of the Purchase Price, as the same may be adjusted pursuant to the terms of this Agreement, all as set forth in the Settlement Statement. (d) At Closing, Buyer Closing Payments unless shall lease the Property back to Seller or, subject to Buyer’s failure approval in its reasonable discretion, its affiliate or designee, pursuant to deliver the Buyer Closing Deliveries and pay Lease Agreement attached hereto as Exhibit E (the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) “Seller Lease”). The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything conditions set forth in this Agreement Section 7.1 are solely for the benefit of Seller and may be waived only by Seller. Seller shall, at all times prior to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate termination of this Agreement, in which case have the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed right to Closing, in which case waive any of such Seller’s Condition shall be deemed to be waived for all purposesconditions.

Seller’s Conditions Precedent. The obligations of Seller at to proceed with the Closing are subject subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (i) The A. All representations and warranties of Buyer made contained in this Agreement will be are true and correct in all material respects (considering this Transaction as a whole and provided, however that any such representation or warranty of Buyer contained in Article 7 that is qualified by a materiality standard shall not be further qualified by materiality for purposes of this Article 10.1.A) at and as of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the such representations and warranties themselves); were remade at and as of the Closing; B. Trilogy (i) has acquired Defensible Title (subject in all respects to any Known Title Defects and Known Environmental Defects that have been addressed as provided herein) to all right, title and interest in the Assets that were previously owned by MRPC, including all present and future right, title and interest of MRPC under the terms of the Farmout, (ii) has terminated the Farmout, and (iii) is duly qualified to sell, assign and convey to Buyer shall have all right, title and interest in the Assets that was formerly owned by MRPC. Furthermore, the Assets that Trilogy has acquired from MRPC comply with the representations, warranties and covenants by Seller as set forth in this Agreement. C. Buyer has performed or complied in and satisfied all material respects with all of the covenants and agreements required of Buyer or its Affiliates under by this Agreement to be performed and satisfied by Buyer at or prior to Closingthe Closing in all material respects; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) D. No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the this Transaction and that remains in effect at the time of Closing; (d) Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court E. Seller shall have approved obtained all Required Consents described in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contraryExhibit D, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to none of such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties Required Consents shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesbeen withdrawn.

Seller’s Conditions Precedent. The obligations of the Seller at the Closing are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent (collectively, the “Seller’s Conditions”):precedent: (ia) The All representations and warranties of the Buyer made contained in this Agreement will be are true and correct in all material respects (considering the transactions contemplated by the Agreement as a whole) at and as of the Closing in accordance with their terms as if such representations and warranties were made at and as of the Closing (except to the extent such representations or warranties are as of a specific time in which case as of such other time), and Buyer has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing in all material respects. (b) Seller shall have received at or prior to the Closing a favorable legal opinion from counsel to the Buyer, addressed to Seller, in form and substance acceptable to counsel to Seller, acting reasonably, to the effect that: (1) the Buyer is a corporation incorporated under the CBCA, and has all requisite corporate capacity and power to carry on business and the Assignee is a corporation incorporated under the Nevada Corporations Act, and has all requisite corporate capacity and power to carry on business and is qualified to do business in each jurisdiction where it is required to do so; (2) the execution and delivery of the Agreement and the assignment of the Agreement to the Assignee pursuant to section 16.4 hereof and the performance by the Buyer and the Assignee, of the transactions contemplated therein (including the issuance and sale of the Offered Shares), do not result in a breach of and do not conflict with or constitute a default under the articles of incorporation of the Buyer or Assignee, the by-laws of the Buyer or Assignee, or any resolution of the Buyer’s or Assignee directors (or any committee thereof) or shareholders; (3) the Buyer has all requisite capacity and power to execute and deliver the Agreement and to perform all its obligations thereunder. All necessary corporate action has been taken by the Buyer to authorize the execution and delivery of the Agreement and the performance by the Buyer of its obligations thereunder. The Agreement has been duly authorized, executed and delivered by the Buyer and constitutes valid and legally binding obligations of the Buyer and, when assigned, the Assignee enforceable against it and, upon assignment, the Assignee in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (4) all necessary corporate action has been taken by the Buyer to authorize and validly issue the Offered Shares; (5) the issuance by the Buyer of the Offered Shares at the Closing will be exempt from the prospectus requirements of Applicable Securities Laws of the Offering Jurisdictions, and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained by the Buyer under Applicable Securities Laws of the Offering Jurisdictions in connection therewith except that the Buyer is required to file, within ten days after the date of distribution, a report with the Alberta Securities Commission on Form 45-106F1, together with the fees prescribed by the Applicable Securities Laws of Alberta; (6) the first trade of the Offered Shares, by the respective holders thereof will be exempt from the prospectus requirements of Applicable Securities Laws of the Reporting Jurisdictions provided that: (A) the Buyer is and has been a reporting issuer for at least four months immediately preceding the first trade in any jurisdiction of Canada; (B) at least four months have elapsed from the Closing Date; (C) any ownership statement issued with respect to or any certificates representing the Offering Shares, issued on or within four months after the Closing Date were issued with a legend stating the prescribed restricted period in accordance with Section 2.5 of NI 45-102; (D) such trade is not a control distribution as defined in NI 45-102; (E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (F) no extraordinary commission or consideration is paid to a Person or company in respect of such trade; and (G) if the selling security holder is an insider or officer of the Buyer, the selling security holder has no reasonable grounds to believe that the Buyer is in default of any securities legislation. (7) at the Closing, the Offered Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Buyer; and (8) such other matters as Seller may reasonably request in connection with the transaction; and in giving the opinions contemplated above, counsel to the Buyer shall be entitled, as to matters of fact, to rely upon certificates of fact from the Buyer, signed by the President or other officer of the Buyer in position to have knowledge of such facts and their accuracy, certificates of such public officials and other Persons as are necessary or desirable, and certificates of the Transfer Agent as to the number of Common Shares issued and outstanding; (c) Seller shall have received a certificate of the Buyer dated as of the Closing Date, signed by the President, Chief Executive Officer or Chief Financial Officer of the Buyer, or by such other officers as if remade may be acceptable to Seller, certifying, to the best of the knowledge, information and belief of such officers after due inquiry, on behalf of the Closing Date Buyer and not in their personal capacities, as to certain matters reasonably requested by Seller with respect to the Buyer including certification that: (without duplication 1) no order halting, ceasing or suspending trading in securities of the Buyer or prohibiting the transaction or the issuance or distribution of any materiality qualifiers within securities of the Buyer has been issued and no proceedings for such purpose are pending or, to the knowledge of the Buyer, threatened; and (2) all of the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants Buyer contained in the Agreement, are true and agreements correct and all covenants, terms and conditions relating to the Buyer contained herein, and required of Buyer or its Affiliates under this Agreement to be performed at and complied with by the Buyer on or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law; (c) No order has been entered by any court or governmental agency having jurisdiction over the Parties as or the subject matter of this Agreement that restrains or prohibits Closing have been performed and complied with by the Transaction and that remains in effect at the time of ClosingBuyer; (d) as of the Closing, all covenants, agreements and obligations of the Buyer required to be performed or complied with on or before the Closing shall have been so performed or complied with and all conditions required to be complied with by the Buyer shall have delivered at Closing all Buyer Closing Deliveries and have paid all Buyer Closing Payments unless Buyer’s failure to deliver been complied with; (e) the Buyer Closing Deliveries and pay shall, as of the Buyer Closing Payments results from Buyer’s termination Closing, be a reporting issuer not in default under Applicable Securities Laws of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditionsthe Reporting Jurisdictions; and (ef) The Bankruptcy Court the Buyer shall have approved in connection provided Seller with all agreements and related documents evidencing the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in assignment of Buyer’s contractual rights under this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesAssignee.

Seller’s Conditions Precedent. The obligations of Seller at under this Agreement to proceed with the Closing transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions precedent conditions, all of which may be waived in whole or in part by Seller for purposes of consummating such transactions, but without prejudice to any other right or remedy which Seller may have hereunder as a result of any misrepresentation by or breach of any covenant or warranty of Buyer contained herein or any other certificate or instrument furnished by or on behalf of Buyer hereunder: (collectivelya) no action, suit, or proceeding shall have been instituted against Seller or against any of Buyers by, in or before any court, tribunal, or governmental body or agency, and be unresolved, and no order shall have been issued, in each case to restrain, prevent, enjoin, or prohibit, or to obtain substantial damages by reason of, any of the transactions contemplated hereby; (b) subject to the proviso set forth on Schedule 7.2(b) to the Schedule Volume, the “Seller’s Conditions”): (i) The representations and warranties of Buyer made Buyers contained in this Agreement will shall be true and correct in all material respects as at the time of the Closing Date, as if remade on the Closing Date (without duplication of any materiality qualifiers within the except for representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consentqualified by materiality, which has not been obtainedmust be true and correct at the time of Closing) with the same force and effect as though such representations and warranties were made at that time (except for representations and warranties made as of a certain date, would cause Closing which must be true and correct to the foregoing extent as of the Transaction to be in violation of applicable lawsuch date); (c) No order has been entered each covenant, agreement, and obligation required by any court or governmental agency having jurisdiction over the Parties or the subject matter terms of this Agreement that restrains to be complied with and performed by Buyers at or prohibits prior to the Transaction Closing shall have been complied with and that remains performed except in effect at immaterial respects, and an officer of Buyer shall deliver a certificate dated as of the time Closing Date certifying to the fulfillment of Closingthis condition and the condition set forth under Section 7.2(b) above; (d) the Initial Order shall have been granted, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been approved by all regulatory authorities whose approvals are required by law, including without limitation all approval or expiration or early termination of any waiting period required under the HSR Act; (e) Buyer shall have delivered at Closing all Buyer Closing Deliveries to Seller the documents and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under items specified in Section 8.2 below as a result of a failure of Buyer’s Conditions8.3 hereof; and (ef) The Bankruptcy Court Seller shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by received an opinion of Buyer's counsel dated the Closing Date, then addressed to Seller may, and favorably opining as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1the matters included in Exhibit 7.2(f) terminate this Agreementhereto, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed form and substance reasonably satisfactory to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposes.

Seller’s Conditions Precedent. The Seller's obligations of Seller at the Closing under this Agreement are subject to the satisfaction or waiver at at, or prior to to, the Closing Date of the following conditions precedent (collectively, the “fulfillment of any of which may be waived in writing by Seller’s Conditions”): (ia) All terms, covenants and conditions of this Agreement to be complied with or performed by Buyer prior to or on the Closing Date will have been fully complied with and performed by Buyer in all material respects, including Buyer's timely taking of all actions and delivery of all documents required to be taken and delivered by it under this Agreement. (b) The representations representations, warranties, disclosures and warranties statements of Buyer made contained in this Agreement will and the other documents and statements furnished to Seller shall be true and correct complete in all material respects as of the Closing Date, as if remade date of this Agreement and on the Closing Date (without duplication of any materiality qualifiers within the representations and warranties themselves); and (ii) Buyer shall have performed or complied in all material respects with all of the covenants and agreements required of Buyer or its Affiliates under this Agreement to be performed at or prior to Closing; (b) No Additional Required Consent, which has not been obtained, would cause Closing of the Transaction to be in violation of applicable law;Date. (c) No order Buyer will have furnished to Seller an opinion of Buyer's Counsel dated the Closing Date, in form and substance reasonably satisfactory to Seller and its Counsel, to the effect that: (1) Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware, with corporate power and authority to purchase the Assets and assume the liabilities and obligations under this Agreement and otherwise perform its obligations under this Agreement. (2) This Agreement has been entered duly authorized, executed and delivered by any court Buyer and constitute legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency or governmental agency having jurisdiction over other similar laws affecting the Parties or the enforcement of creditors' rights generally and subject matter to general principles of equity. (3) The execution, delivery and performance by Buyer of its obligations under this Agreement that restrains will not violate any provision of Buyer's Articles of Incorporation, By-Laws or prohibits the Transaction applicable law. Such opinion may expressly rely as to matters of fact upon Certificates furnished by appropriate officers and that remains in effect at the time directors of Closing;Buyer and by public officials. (d) Buyer and Seller shall have delivered at Closing all Buyer Closing Deliveries entered into the lease of Seller's Real Properties and have paid all Buyer Closing Payments unless Buyer’s failure to deliver the Buyer Closing Deliveries and pay sublease of the Buyer Closing Payments results from Buyer’s termination of this Agreement as a result of its termination rights under Section 8.2 below as a result of a failure of Buyer’s Conditions; and (e) The Bankruptcy Court shall have approved in connection with the Bankruptcy Case the Transaction contemplated by this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, if any Seller’s Condition has not been satisfied by the Closing Date, then Seller may, as Seller’s sole and exclusive remedy with respect to such Seller’s Condition, either (1) terminate this Agreement, in which case the Parties shall have no further rights or obligations hereunder except those which expressly survive termination or (2) proceed to Closing, in which case such Seller’s Condition shall be deemed to be waived for all purposesWarehouse.