Common use of Seller’s Conditions to Closing Clause in Contracts

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. (b) The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. (c) The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) The Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser;. B. (b) The Seller shall have received, or the Seller's attorney shall have received in escrow, a all of the following closing documents, in such forms as are agreed upon and acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (i) A certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and; C. (c) The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (i) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (ii) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement Agreement, including, without limitation, payment of the Mortgage Loan Purchase Price, shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (i) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (ii) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaser; andof Depositor; C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request; and (c) The Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement (including, without limitation, payment of the Mortgage Loan Purchase Price) shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) The Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (i) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (ii) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) The Depositor shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Seller under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser Depositor under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser dated following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (A) the certificate of Depositor confirming its representations and warranties set forth in Section 10 as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (B) such other certificates of its officers or others others, such opinions of Depositor's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request.

Seller’s Conditions to Closing. The (a) Seller's obligations to consummate the Transactions are conditioned upon the following, each of which shall be a condition precedent: (i) All Purchaser Delivery Items and all Joint Delivery Items executed by Purchaser shall have been deposited into the Escrow. (ii) All of the representations and warranties of Purchaser contained herein shall be true and correct in all material respects on and as of the Closing Date as though remade and republished on and as of said date. (iii) Purchaser shall have performed and complied with all of its obligations and covenants hereunder in all material respects. (iv) The execution and delivery of this Agreement by Purchaser, and the performance of Purchaser's covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Seller shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Purchaser. (v) Seller shall be relieved of any and all future liability under the Master Lease upon the expiration of its primary term; provided, however, that Seller may instead, in its sole discretion, accept a lease guaranty of the Master Lease from an entity having a net worth at Closing, exclusive of goodwill, in excess of $250 million in lieu of Seller being so relieved. (vi) The form and substance of all certificates, instruments, opinions, and other documents delivered to Seller under this Agreement shall be subject satisfactory in all reasonable respects to Seller and its counsel. (vii) Purchaser and The Sports Club Company shall have entered into the Assignment and Assumption. (b) There is no Proceeding pending or threatened pertaining to the satisfaction, on Transactions or prior to the Closing Date, of the following conditions: A. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement their consummation that shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice instituted or the passage of time, threatened by any Governmental Body or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably requestPerson.

Seller’s Conditions to Closing. The obligations obligation of Sellers to consummate the Seller under transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment to Sellers’ reasonable satisfaction of the following conditions: (a) The representations and warranties of Purchaser herein contained shall be true and correct (i) in all material respects with respect to representations and warranties which are not modified by materiality and (ii) in all respects with respect to representations and warranties which are modified by materiality, in either case, on and as of the Closing Date with the same force and effect as though made as of such date, except for any variations permitted by this Agreement. (b) Purchaser shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement that are required to be performed or complied with by Purchaser on or prior to the Closing Date, of the following conditions:. A. The obligations of the (c) Purchaser shall have delivered all documents required to be performed delivered by it on Purchaser at Closing, as more specifically set forth in Article IV hereof, in each case in form and substance reasonably satisfactory to Sellers. (d) Purchaser shall have secured all appropriate orders, consents, approvals and clearances, in form and substance reasonably satisfactory to Sellers, by and from all parties, including regulatory agencies and other governmental authorities and agencies, whose order, consent, approval or prior clearance is required by contract or law for Purchaser’s consummation of the transactions herein contemplated, and shall have delivered copies thereof to the Closing Date pursuant Sellers. (e) There shall be no pending or threatened litigation relating to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably requesthereby.

Seller’s Conditions to Closing. The All obligations of the Seller under this Agreement shall be are subject to the satisfaction, on or prior to fulfillment at the Closing Date, of each of the following conditions: A. (a) Purchaser shall have satisfied its covenants set forth herein and shall not have breached any provisions of this Agreement. (b) The obligations representations and warranties of Purchaser set forth in Article III hereof will be true and correct in all material respects at and as of the Closing Date and as of the date of this Agreement, as applicable, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (c) Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it on or under this Agreement prior to the Closing Date Closing; (d) The Trust for Public Land’s directors and Trustees shall have approved the purchase of the Assets pursuant to the terms and conditions of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of Agreement; and (e) On the Closing Date, and no event shall Purchaser will have occurred whichdelivered to Seller: (i) immediately available funds in the amount of at least five million, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaserfive hundred thousand dollars ($5,500,000); B. The (ii) such other certificates, documents and instruments as Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable reasonably requests related to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated hereby. (f) The execution, delivery and performance of this Agreement by this Agreement, together with copies Purchaser and the consummation of the Articles transactions contemplated hereby will not conflict with or result in the breach of Association and by-laws as any of the terms, conditions or provisions of any agreement, contract or commitment to which Purchaser is not also a recent date with respect party which is material to the Purchaser; and C. The Purchaser will furnish business or properties of Seller as a whole or constitute a material default thereunder or give to the Seller such others any material right of termination, cancellation or acceleration thereunder, or otherwise require any approval which has not been obtained; (g) Purchaser has made no sale or other certificates disposition of its officers or others and such other documents to evidence fulfillment any of the conditions set forth in this Agreement as the Seller and its attorney may reasonably requestAssets.

Seller’s Conditions to Closing. The obligations following conditions are conditions precedent to Seller's obligation to sell the Property: (a) The approval of Seller's Investment Committee, which approval Seller agrees to seek within twelve (12) business days after the Seller under Agreement Date. If for any reason Seller's Investment Committee does not approve this Agreement or the transaction contemplated herein, the Title Company shall return the Deposit to Buyer, this Agreement shall be subject to the satisfaction, on terminate and thereafter neither party shall have any further obligations or prior to the rights hereunder except as specifically otherwise provided in paragraphs 4 and 13(b) hereof. (b) Delivery by Buyer at Closing Date, of the following conditions:Purchase Price (adjusted as contemplated hereby) and the executed Assignment and Assumption of Leases in the form attached hereto as Exhibit F. A. The obligations (c) Performance by Buyer as and when required by this Agreement of the Purchaser each and every term, covenant, condition and agreement required to be performed by it on or Buyer pursuant to this Agreement prior to Closing. In the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this paragraph 6 are not satisfied (and Seller is not otherwise in default of this Agreement) Seller may elect, at its sole discretion, to terminate this Agreement as or waive satisfaction of the condition and close escrow in either instance by written notice to Buyer. In the event of such termination, for reasons described in (b) or (c) above, the Deposit shall be retained by Seller and its attorney may reasonably requestshall be non-refundable to the Buyer. Also, in the event of any such termination, neither party hereto shall thereafter have any further rights or obligations hereunder except as otherwise specifically provided in paragraphs 4 and 13(b) hereof.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser;. B. (b) The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. (c) The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

Seller’s Conditions to Closing. The obligations of Seller to consummate the Seller under transactions contemplated by this Agreement shall be subject to the satisfactionsatisfaction by Buyer, on or waiver by Seller, prior to and at the Closing Date, of all of the following conditions: A. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the (a) All representations and warranties of the Purchaser under Buyer contained in this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing DateDate with the same effect as though such representations and warranties had been made on and as of such date; and all of the terms, covenants and no event conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date shall have occurred which, been duly complied with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller performed in all material respects; (b) All Buyer Required Consents shall have been received a certificate to that effect signed by an Authorized Officer of the PurchaserSeller; B. The Seller (c) Buyer shall have receiveddelivered to Seller the Purchase Price for the Assets; (d) There shall be no pending or threatened litigation or administrative proceeding seeking to restrain, enjoin or otherwise prevent the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer consummation of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together ; (e) The Refinery Closing shall have occurred concurrently with copies the Closing of the Articles transactions contemplated by this Agreement. For the avoidance of Association and by-laws doubt, under no circumstances shall either Party be obligated to consummate the transactions contemplated hereby unless the transactions contemplated pursuant to the Refinery Asset Purchase Agreement are concurrently consummated; (f) Subject to any necessary revisions required to be made as a result of a recent date with respect Dropped Premises or ROFR Premises, Buyer shall have delivered all documents, agreements or certificates required to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others be delivered, and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.taken all actions required, under Section 5.3 (

Seller’s Conditions to Closing. The obligations of the ------------------------------ Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. (a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser;Seller. B. (b) The Seller shall have received, or the Seller's attorney shall have received in escrow, a all of the following closing documents, in such forms as are agreed upon and acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (i) A certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and; C. (ii) An opinion of Purchaser's counsel in a form acceptable to the parties hereto; (c) The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

Seller’s Conditions to Closing. The Sellers’ obligations to consummate the sale of the Seller under this Agreement shall be Purchase Shares to the Purchaser at the Closing are subject to the satisfactionfulfilment, on or prior to or at the Closing DateClosing, of each of the following conditions: A. The obligations of the Purchaser required to be performed by it on conditions (any or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of which may be waived by the Sellers): (a) all representations and warranties of the Purchaser under this Agreement were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct as of that date); (b) the Purchaser shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by the Purchaser prior to or at the Closing; (c) the execution and delivery of this Agreement and the consummation of the Transaction contemplated hereby, shall have been approved by all Governmental Authorities required by Law; (d) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages in respect of, or which is related to, or arises out of, this Agreement or the consummation of the Transaction contemplated hereby; (e) all corporate and other proceedings in connection with the approval and fulfillment of this Agreement (and any of its ancillary documents, schedules or exhibits), including all transactions contemplated at the Closing and all documents incident thereto, including the implementations of the provision thereof, shall have been taken in a manner satisfactory in form and substance to the Sellers and the Sellers shall have received counterpart original or certified copies of such documents; and between the date hereof of this Agreement and as of the Closing Date, and no event there shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the been no Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.Material Adverse Effect..

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and in all material respects as of the Closing Date, ; and no event shall have occurred with respect to Purchaser which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Purchaser, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (i) the Servicing Agreement; (ii) an officer's certificate of Purchaser, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the of Purchaser; and C. The Purchaser will furnish to the Seller (iii) such other certificates of its officers or others others, such opinions of Purchaser's counsel and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request. (c) Purchaser shall have performed or complied with all other terms and conditions of this Agreement which it is required to perform or comply with at or before the Closing and shall have the ability to perform or comply with all duties, obligations, provisions and terms which it is required to perform or comply with after Closing.

Seller’s Conditions to Closing. The obligations of the ------------------------------ Seller under this Agreement shall be and the Trusts hereunder are subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditions: A. The obligations of the Purchaser required to be performed by it on conditions at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with before Closing, any and all of which may, at the option of Seller, be waived: (a) All representations and warranties of the Purchaser under Buyer in this Agreement shall be true in all material respects on and correct as of the date hereof and Closing Date as if made as of the Closing Date, and no event Buyer shall have occurred which, with notice or delivered to the passage of time, or both, would constitute a default under this Agreement, Corporation and the Seller shall have received Shareholders a certificate to that such effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date; (b) Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by Buyer prior to or on the Closing Date, in including, without limitation, Section 8.11 hereof, and Buyer shall have delivered to the Shareholders a certificate to such effect with respect to its performance and compliance with obligations dated as of the Closing Date; (c) Buyer shall have delivered all of the items and documents required to be delivered by it under Section 4.3 of this Agreement; (d) The form and substance of the documents delivered by Buyer pursuant to this Agreement shall be reasonably acceptable to the parties hereto, Corporation and attached thereto Seller and counsel for the resolutions of the Purchaser authorizing Corporation and Seller; (e) There shall be no Proceedings pending or threatened that would restrict or prohibit consummating the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaserherein; and C. The Purchaser will furnish (f) Buyer shall provide the Corporation with the funds to pay, simultaneously with the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of Closing, the conditions closing bonuses set forth in this Agreement as the Seller and its attorney may reasonably request.on Schedule 9.2(f). --------------- ARTICLE TEN SURVIVAL AND INDEMNIFICATION

Seller’s Conditions to Closing. The obligations Without limiting any of the rights of Seller provided for elsewhere in this Agreement, Seller’s obligation to close under this Agreement shall be subject to, and conditioned upon, the satisfaction and fulfillment of the following conditions precedent on or prior to the satisfactionScheduled Closing Date, provided that Seller may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or as otherwise provided in this Agreement: 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to Section 5.3 shall have been delivered; 8.2.2. Each of Purchaser’s Representations shall be true and correct in all material respects as of the Scheduled Closing Date as though made on and as of the Scheduled Closing Date (except for Purchaser’s Representations, if any, specifically made as of another stated date, in which case such Purchaser’s Representations shall be true and correct as of such earlier date); and 8.2.3. Purchaser shall have complied with, fulfilled and performed, in all material respects, each of the covenants to be complied with, fulfilled or performed by Purchaser hereunder on or prior to the Closing Date, of the following conditions: A. The obligations of the Purchaser required to be performed by it . If any condition set forth in this Section 8.2 is not satisfied on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Scheduled Closing Date, Seller may, as its sole remedy, (a) waive any of the foregoing conditions and no event shall have occurred which, with notice or the passage of timeproceed to Closing, or both, would constitute a default under (b) terminate this Agreement, and the Seller neither party shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, any further obligation or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable liability to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date other except with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates those provisions of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement which expressly survive a termination of this Agreement. The foregoing shall not be construed as the a waiver of any rights Seller and its attorney may reasonably requesthave under Section 10.1.

Seller’s Conditions to Closing. The Seller’s obligations of to consummate the Seller under this Agreement shall be transactions contemplated hereby at the Closing are subject to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions:conditions (any of which may be waived by the Seller in writing in whole or in part): A. The obligations (a) All of the representations and warranties of the Purchaser set forth in this Agreement shall have been true and accurate in all material respects as of the execution date of this Agreement and as of the Closing Date as if made on each such date (and Purchaser shall have delivered to Seller an officer’s certificate to such effect); (b) All of the covenants and obligations that the Purchaser is required to be performed by it on perform or to comply with pursuant to this Agreement at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects (and all of Purchaser shall have delivered to Seller an officer’s certificate to such effect); (c) The Purchaser shall have caused the representations documents and warranties of instruments required to be delivered to the Purchaser under this Agreement Seller at the Closing to be delivered to the Seller; (d) No preliminary or permanent injunction or other order, decree or ruling issued by a governmental authority, nor any law or regulation promulgated or enacted by any governmental authority, shall be true and correct as in effect that would impose material limitations on the ability of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate either party to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing consummate the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably requesthereby.

Seller’s Conditions to Closing. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The (a) Each of the obligations of the Purchaser Depositor required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and in all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, material respects and no event shall have occurred with respect to Depositor which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Seller shall have received a certificate certificates to that effect signed by an Authorized Officer authorized officers of the Purchaser;Depositor. B. The (b) Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer all of the Purchaser following closing documents, in such forms as are agreed upon and reasonably acceptable to Seller and Depositor, duly executed by all signatories other than Seller, as required pursuant to the respective terms thereof: (i) an officer's certificate of Depositor, dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto with the resolutions of the Purchaser Depositor authorizing the transactions contemplated by this Agreementset forth therein, together with copies of the Articles of Association and charter, by-laws and certificate of good standing dated as of a recent date with respect to the Purchaserof Depositor; and C. The Purchaser will furnish to the Seller (ii) such other certificates of its officers or others and such other documents documents, including an opinion of counsel to Depositor and to the Trustee, to evidence fulfillment of the conditions set forth in this Agreement as the Seller and or its attorney counsel may reasonably request.

Seller’s Conditions to Closing. The obligations of Seller’s obligation to sell the Assets and to take the other actions required to be taken by Seller under this Agreement shall be at the Closing is subject to the satisfaction, on at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller in whole or in part): (a) All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the time of the Closing as if then made. (b) All of the covenants and obligations that Buyer is required to perform or comply with pursuant to this Agreement at or prior to the Closing Date(considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material respects. (c) Every consent which Buyer needs to obtain in order to consummate the following conditions: A. The obligations of the Purchaser required to be performed transactions contemplated by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed obtained and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true in full force and correct as effect. Copies of all such consents shall have been delivered to Seller prior to the date hereof and as Closing. (d) Buyer shall have delivered to Seller a certificate of an officer of Buyer dated the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to Date certifying that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the all conditions set forth in Section 7.2 have been satisfied or waived. (e) There shall not be in effect any law or regulation or any injunction or other order that (i) prohibits the consummation of the transactions contemplated hereby and (ii) has been adopted or issued, or has otherwise become effective, since the date of this Agreement as the Seller and its attorney may reasonably requestAgreement.