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

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s 's obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and to consummate conditions hereof shall have been delivered; 8.2.2. Each of the transactions contemplated herebyrepresentations, that, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects all each of its covenants the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iii) this Agreement ; 8.2.4. Neither Purchaser nor Purchaser’s managing member shall be a debtor in any bankruptcy proceeding; 8.2.5. There shall not have terminated during be any pending litigation or, to the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required knowledge of it under Section 9 hereof. If either Purchaser or Seller, any condition to Seller’s obligations set forth litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Section 8(c) hereunder is not fulfilledContract or declare illegal, including invalid or nonbinding any condition not, then Seller shall have of the right to terminate this Agreement by written notice to Buyer, in which event all covenants or obligations of the parties hereto shall thereupon cease (except for those which survive Purchaser; and If any of the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled foregoing conditions to Seller's obligations to close with respect to the Deposit in accordance with Section 11(aconveyance of the Property under this Contract are not met, Seller may (a) waive any of this Agreement if Buyer failed the foregoing conditions and proceed to consummate Closing on the Closing when required with all Buyer’s conditions precedent Date, (b) terminate this Contract, or (c) if such failure constitutes a default by Purchaser, exercise any of its remedies pursuant to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerSection 10.1.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s 's obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and to consummate conditions hereof shall have been delivered; 8.2.2. Each of the transactions contemplated herebyrepresentations, that, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects all each of its covenants the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4. [Intentionally left blank]; (iii) this Agreement and 8.2.5. There shall not have terminated during be pending or, to the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required knowledge of it under Section 9 hereofeither Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any condition of the foregoing conditions to Seller’s obligations set forth in 's obligation to close with respect to conveyance of the Property under this Section 8(cContract are not met, Seller may (a) hereunder is not fulfilledwaive any of the foregoing conditions and proceed to Closing on the Closing Date, including any condition not, then Seller shall have the right to or (b) terminate this Agreement Contract, and, if such failure constitutes a default by written notice to BuyerPurchaser, in which event all obligations exercise any of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with its remedies under Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition to Seller’s Sellers’ obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s Sellers’ obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition notexpressly set forth in this Agreement and not set forth in this Section 8(c), then Seller Sellers shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller Sellers shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition The obligations of the Sellers at the Closing are subject, at the option of the Sellers, to Seller’s obligation the satisfaction at or prior to proceed to the Closing of the following conditions: (a) All representations and to consummate warranties of the transactions contemplated hereby, that, Buyer contained in this Agreement shall be true in all material respects at and as of the Closing Date, (i) and the Buyer shall have performed and satisfied all of the Buyer’s representations and warranties hereunder shall be true and correct material obligations in all material respectsrespects required by this Agreement to be performed and satisfied by the Buyer at or prior to the Closing. The Buyer shall have provided the Sellers with certificates executed by a responsible officer of the Buyer to such effect; (b) No suit or other proceeding initiated by any Person other than any Seller or a person acting as any Seller’s agent shall be pending before any court or Governmental Entity seeking to restrain or prohibit or declare illegal, or seeking damages in connection with, the purchase and sale contemplated by this Agreement; (c) All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and all other material authorizations, consents, filings and approvals by a Governmental Authority required for the consummation of the transactions contemplated hereby shall have been duly obtained, made or given, shall be in form and substance reasonably satisfactory to Sellers, shall not be subject to the satisfaction of any condition that has not been satisfied or waived and shall be in full force and effect; (d) The entry by the Bankruptcy Court of the 363/365 Order; and (iie) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during executed and delivered the Contingency Period; documents required to be executed and (iv) Buyer shall have delivered all other documents and other deliveries required of it under pursuant to Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer3.3.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s 's obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and to consummate conditions hereof shall have been delivered; 8.2.2 Each of the transactions contemplated herebyrepresentations, that, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects all each of its covenants the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; (iii) this Agreement ; 8.2.4 Neither Purchaser nor any of Purchaser's members shall be a debtor in any bankruptcy proceeding; 8.2.5 [Intentionally omitted] 8.2.6 There shall not have terminated during be any pending litigation or, to the Contingency Periodknowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and (iv) Buyer and 8.2.7 The Loan Payoff shall have delivered all other documents and other deliveries required of it under Section 9 hereofoccurred. If any condition of the foregoing conditions to Seller’s 's obligations set forth in to close with respect to the conveyance of the Property under this Section 8(cContract are not met, Seller may (a) hereunder is not fulfilledwaive any of the foregoing conditions and proceed to Closing on the Closing Date, including any condition not, then Seller shall have the right to (b) terminate this Agreement Contract, or (c) if such failure constitutes a default by written notice Purchaser, exercise any of its remedies pursuant to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition Without limiting any other conditions to Seller’s obligation 's obligations to proceed close set forth in this Agreement, the obligations of Seller under this Agreement are subject to the satisfaction al the time of the Closing of each of the following conditions (any of which may be waived in hole or in part by Seller at or prior to Closing): i. tfhere shall be no final judgment materially affecting the ability of Buyer to perform its obligations ren<lereu agaiusl Buyi::1, ur if, wiLl1ill thirty (JO) days after entry thereof, such judgment shall have been discharged or execution thereof stayed, or i , within thirty (30) days after the expiration of any such stay, such judgment shall have been discharged. ii. Buyer shall have perfonned, observed and complied with all material covenants and agreements required by this Agreement to consummate the transactions contemplated hereby, that, as be performed by Buyer at or prior to Closing. If any of Seller's foregoing conditions is not fully satisfied on or before the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right option to terminate either (x) te1minate this Agreement by written notice to Buyer, in Buyer;in which event the Deposit shall be retained by Seller, and this Agreement shall terminate and all obligations of the parties hereto shall thereupon cease without further recourse or remedy of the parties hereunder, or (except for those which survive y) waive such condition and proceed to consummate the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit transaction contemplated hereby in accordance with Section 11(a) the provisions of this Agreement if Buyer failed Agreement. Notwithstanding the foregoing, in the event that the failure to consummate the Closing when required with all Buyer’s conditions satisfy any condition precedent to Closing having been satisfiedis caused by a breach by Buyer of its obligations set forth in this Agreement, but otherwise the Deposit, less the Independent Contract Consideration, Buyer shall be returned deemed to Buyerbe in default hereunder, in which event the provisions of Section 10 below shall apply.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder, which conclusively shall be deemed to have occurred unless Seller shall have delivered a written notice of default to Buyer; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder or elsewhere is not fulfilled, including any condition notnot set forth in this Section 8(c), then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerAgreement.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1. All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and to consummate conditions hereof shall have been delivered; 8.2.2. Each of the transactions contemplated herebyrepresentations, that, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 8.2.3. Purchaser shall have complied with, fulfilled and performed in all material respects all each of its covenants the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4. [Intentionally left blank]; (iii) this Agreement and 8.2.5. There shall not have terminated during be pending or, to the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required knowledge of it under Section 9 hereofeither Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any condition of the foregoing conditions to Seller’s obligations set forth in 's obligation to close with respect to conveyance of the Property under this Section 8(cContract are not met, Seller may (a) hereunder is not fulfilledwaive any of the foregoing conditions and proceed to Closing on the Closing Date, including any condition not, then Seller shall have the right to or (b) terminate this Agreement Contract, and, if such failure constitutes a default by written notice to BuyerPurchaser, in which event all obligations exercise any of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with its remedies under Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, , (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; ; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; ; (iii) this Agreement shall not have terminated during the Contingency Period; and and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation obligations to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during , including the Contingency Perioddelivery of the Purchase Price without claim to reduction or offset; and (iviii) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition notnot set forth in this Subsection 8.C., then Seller shall have no obligation to proceed to Closing or to consummate the transactions contemplated hereby. Nothing in this Agreement shall restrict Seller’s rights and remedies in the event that the failure of any of the foregoing conditions to be satisfied also constitutes a default by Buyer hereunder, in which event Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly remedy set forth hereinin Section 11(A) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer(B).

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respectsrespects and Buyer’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 13 hereof; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation Seller shall not be obligated to proceed with the Closing unless and until each of the following conditions have been fulfilled or otherwise waived in writing by Seller: 13.1 Buyer has deposited the balance of the Purchase Price and Buyer's share of all other Closing costs and prorations with Escrow Agent, and Escrow Agent shall be unconditionally prepared to pay to Seller all amounts to be paid to it at Closing pursuant to the provisions of this Agreement and in accordance with the Settlement Statement. 13.2 Buyer shall have executed and delivered to consummate Seller all of the transactions contemplated herebydocuments required of Buyer under Section 5.2 of this Agreement. 13.3 On the Closing Date, that, all of the covenants and agreements to be complied with or performed by Buyer under this Agreement on or before the Closing shall have been complied with or performed in all material respects. 13.4 The representations and warranties made by Buyer in this Agreement shall be true and complete in all material respects on and as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations of the conditions precedent set forth in this Section 8(c) hereunder is 13 are not fulfilledsatisfied, including any condition notdeemed 9/12/2013 12:02 PM satisfied or waived by Seller at or prior to Closing, then Seller shall have the right to terminate this Agreement right, at Seller's sole option (by written notice to Buyer) to terminate this Agreement, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effectevent, and Seller shall be entitled to the Deposit in accordance then on hand with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall Escrow Agent will be returned to Buyer, and neither party shall have any obligations hereunder other than those which, by their express terms, survive such termination, and if such failure of a condition constitutes a default by Buyer hereunder, then Section 17 shall apply.

Seller’s Conditions to Closing. It is a condition Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s obligation to close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and 8.2.5 The Loan Assumption and Release shall have occurred. If any of the foregoing conditions to Seller’s obligation to close with respect to conveyance of the Property under this Contract are not met, Seller may (a) waive any of the foregoing conditions and proceed to Closing and to consummate the transactions contemplated hereby, that, as of on the Closing Date, or (ib) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it remedies under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate close the transactions contemplated hereby, that, as of the Closing Date, (i) by this Agreement is conditioned on all of the Buyer’s following, any or all of which may be waived by Seller in writing, at its sole option: (a) All representations and warranties hereunder made by Purchaser in this Agreement shall be true and correct in all material respectsrespects on and as of the Closing Date, as if made on and as of such date; and (iib) Buyer Purchaser shall have delivered the funds required hereunder, including the balance of the Purchase Price, by the deadline specified in Section 3.2 and all of the documents required to be executed by Purchaser and shall have performed in all material respects all of its covenants hereunder; (iii) other obligations hereunder required to be performed by the Closing Date, and complied with all conditions, required by this Agreement shall to be performed or complied with by Purchaser at or prior to the Closing. In the event the purchase and sale of the Property are not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If consummated because any condition precedent to Seller’s obligations obligation to close set forth in this Section 8(c) hereunder is 10.1.2 has not fulfilledbeen satisfied or waived by Seller in writing by the Closing Date, including any condition notthe Xxxxxxx Money Deposit shall be retained by Seller as its sole and exclusive remedy, then Seller shall have the right to terminate except as otherwise provided in this Agreement by written notice to BuyerAgreement, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no terminate and neither party shall have any further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but rights or obligations hereunder except as otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyerset forth herein.

Seller’s Conditions to Closing. It is a condition to Seller’s Sellers' obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s 's representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s Sellers' obligations set forth in this Section 8(c) hereunder Agreement is not fulfilled, including any condition notnot set forth in this Section 8(c), then Seller Sellers shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller Sellers shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s 's conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, Deposit shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition The following conditions are conditions precedent to Seller’s obligation to proceed sell the Property: (a) Delivery by Buyer to the Title Company at or prior to Closing of all items required to be delivered by Buyer pursuant to Section 7(c) and Section 7(d) below. (b) Performance by Buyer, in all material respects, as and when required by this Agreement of each and every material term, covenant, condition and agreement required to consummate be performed by Buyer pursuant to this Agreement. (c) All of the transactions contemplated herebyrepresentations and warranties of Buyer contained in Section 8(b) hereof are true and correct, thatin all material respects, as of the Closing Date. In the event that any of the conditions in Section 6(a), Section 6(b) or Section 6(c) is not satisfied on or before the Closing Date (and Seller is not otherwise in default of this Agreement beyond any available notice and cure period), Seller may elect, at its sole discretion, by giving written notice to Buyer prior to the Closing Date either (i) all of the to terminate this Agreement (unless such failure is caused by Buyer’s representations and warranties hereunder default of this Agreement, in which event, Buyer shall be true entitled to any applicable notice and correct cure periods set forth in all material respects; (iiSection 2(c) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during above prior to Seller having the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition right to Seller’s obligations terminate as set forth in this Section 8(c6) hereunder is not fulfilledor (ii) to waive satisfaction of the condition and close escrow. In the event of such termination, including the Deposit shall be paid to Seller and shall be non-refundable to Buyer, and thereupon neither party shall have any condition notfurther obligations under this Agreement, then Seller except that either party shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of enforce the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerSurviving Obligations.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and to consummate conditions hereof shall have been delivered; 8.2.2 Each of the transactions contemplated herebyrepresentations, that, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects all each of its covenants the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 Neither Purchaser nor Purchaser’s managing member shall be a debtor in any bankruptcy proceeding; (iii) this Agreement and 8.2.5 There shall not have terminated during be any pending litigation or, to the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required knowledge of it under Section 9 hereofeither Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. If any condition of the foregoing conditions to Seller’s obligations set forth in to close with respect to the conveyance of the Property under this Section 8(cContract are not met, Seller may (a) hereunder is not fulfilledwaive any of the foregoing conditions and proceed to Closing on the Closing Date, including any condition not, then Seller shall have the right to (b) terminate this Agreement Contract, or (c) if such failure constitutes a default by written notice Purchaser, exercise any of its remedies pursuant to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition to Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s 's obligation to proceed close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 8.2.4 Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby, thatincluding, without limitation, a tax free exchange pursuant to Section 13.19 (and the amendment of Seller's (or Seller's affiliates') partnership or other organizational documents in connection therewith), (a) from Seller's partners, members, managers, shareholders or directors to the extent required by Seller's (or Seller's affiliates') organizational documents, and (b) as required by law; and 8.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the Closing Datetransactions contemplated by this Contract or declare illegal, (i) all invalid or nonbinding any of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all or obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer.Purchaser;

Seller’s Conditions to Closing. It is a condition The following shall be conditions precedent to Seller’s obligation to proceed close the transaction contemplated hereunder, which conditions may be waived by Seller in writing in its sole and absolute discretion: Purchaser shall have performed the material obligations required to Closing have been performed, and shall have delivered the documents and funds required to consummate have been delivered, by Purchaser hereunder, including, without limitation, the transactions contemplated hereby, that, as documents and funds required to be delivered pursuant to Section 9.4 above. All of the Closing Date, (i) all of the BuyerPurchaser’s representations and warranties hereunder contained in or made pursuant to this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all as of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereofClosing Date. If any condition to Seller’s obligations set forth In the event that the conditions in this Section 8(c) hereunder is 9.10.1 are not fulfilledsatisfied, including any condition notSeller may elect, then Seller shall have the right at its sole discretion, to terminate this Agreement by written notice to Buyer, in which event all obligations or waive satisfaction of the parties hereto condition(s) and close escrow. In the event of such termination, for reasons described in Sections 9.10.1(a) or (b) above, the Deposit shall thereupon cease (be retained by Seller and shall be non-refundable, and neither party shall have any further obligations or rights hereunder except for those which obligations that expressly survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerAgreement.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to sell the Property and lease the same back from Buyer is conditioned upon satisfaction of the following conditions on or before the Closing Date: (i) approval by Seller’s Board of Directors of this Agreement and to consummate the transactions contemplated hereby, that, as herein within five (5) business days of the Closing Datedate of this Agreement, (iii) the final form and content of the Net Lease and the Construction Funding Agreement shall have been agreed to by Seller and Buyer on or before the expiration of the Due Diligence Period; (iii) all of the Buyer’s representations and warranties hereunder made in this Agreement shall be have been true and correct in all material respects; (ii) Buyer shall have performed in all material respects all when made and as of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency PeriodClosing Date; and (iv) Buyer’s due and timely execution and delivery of all documents and items to be executed and/or delivered by Buyer shall have delivered pursuant to this Agreement including, without limitation, (a) the Purchase Price, (b) the Net Lease, and (c) all of the other documents and items specified in Section 6.4 (the Net Lease and such other deliveries required documents executed and delivered on behalf of it under Buyer, “Buyer’s Closing Documents”). The foregoing conditions contained in this Section 9 hereof5(B )are intended solely for the benefit of Seller. If any condition to Seller’s obligations set forth of the foregoing conditions are not satisfied in this Section 8(c) hereunder is not fulfilleda timely manner or waived by Seller in its sole discretion, including any condition not, then Seller shall have the right may elect to terminate this Agreement by upon written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) Buyer and this Agreement shall terminate and thereafter be of the parties shall have no further force and effect, and Seller shall be entitled obligation to one another except for the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerSurviving Obligations.

Seller’s Conditions to Closing. It is a condition Without limiting any of the rights of Seller elsewhere provided for in this Contract, Seller’s obligation to close with respect to conveyance of the Property under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.2.1 All of the documents and funds required to be delivered by Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered, including all the documents required by Section 5.3 of this Contract; 8.2.2 Each of the representations and warranties of Purchaser contained herein shall be true in all material respects as of the Closing Date; 8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; and 8.2.4 There shall not be pending litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser. Subject to each party’s right to extend Closing under Section 5.1, if any of the foregoing conditions to Seller’s obligation to close with respect to conveyance of the Property under this Contract are not met, Seller may (a) waive any of the foregoing conditions and proceed to Closing and to consummate the transactions contemplated hereby, that, as of on the Closing Date, or (ib) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all terminate this Contract, and, if such failure constitutes a default by Purchaser, exercise any of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it remedies under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition not, then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer10.1.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing sell the Property and to consummate close escrow hereunder is conditioned upon the transactions contemplated hereby, that, as of the Closing Date, following: (ia) Buyer shall have performed and complied with all of the material covenants and agreements required by this Agreement to be performed and complied with by it within the applicable time period set forth herein for performance of such material covenants and agreements. Time is of the essence. Buyer’s representations and warranties hereunder set forth in Section 10.3 or any other provision in this Agreement shall be true and correct in all as of the Close of Escrow. If Buyer fails to perform and comply with any material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) covenant required by this Agreement shall not have terminated during to be performed and complied with by it within the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations applicable time period set forth in this Section 8(c) hereunder is not fulfilled, including any condition notAgreement, then the condition set forth in Section 2.3(a) shall be deemed not satisfied and Seller shall have the right to may terminate this Agreement by written notice to Buyer. In the event of such termination, the Deposit shall be released to Seller (to the extent not previously released to Seller) and retained by Seller as liquidated damages (as provided in which event Section 1.2(b)(iii) hereof), and all rights, obligations and liabilities of the parties hereto shall thereupon cease Seller and Buyer under this Agreement (except for those which rights, obligations and liabilities that expressly survive the early termination of this Agreement as expressly set forth hereinAgreement) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyerterminate.

Seller’s Conditions to Closing. It is a condition The following conditions are conditions precedent to Seller’s obligation to proceed to Closing and to consummate sell the transactions contemplated hereby, that, as Property: (a) The approval of the Closing Dateapplicable committee of Seller (the “Committee”), (i) all which approval Buyer acknowledges Seller will not seek until the Approval Date has passed and Buyer has failed to exercise its right of termination of this Agreement under paragraph 4. Seller makes no representation with regard to the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer likelihood of approval of this Agreement or the transaction contemplated herein by its Committee. Seller shall have performed in all material respects all a period of ten (10) business days after the Approval Date to obtain such approval by its covenants hereunder; (iii) Committee. If for any reason Seller’s Committee does not approve this Agreement or the transaction contemplated herein, this Agreement shall not have terminated during terminate, the Contingency Period; Title Company shall return the Deposit to Buyer and (iv) Buyer neither party shall have delivered all other documents any further obligations or rights hereunder. (b) Delivery by Buyer at Closing of the Purchase Price and other deliveries the executed Assignment and Assumption of Lessor’s Interest in Leases in the form attached hereto as Exhibit B. (c) Performance by Buyer as and when required by this Agreement of it under Section 9 hereofeach and every term, covenant, condition and agreement required to be performed by Buyer pursuant to this Agreement. If any condition to Seller’s obligations set forth In the event that the conditions in this Section 8(c) hereunder is paragraph 6 are not fulfilledsatisfied, including any condition notSeller may elect, then Seller shall have the right at its sole discretion, to terminate this Agreement by written notice to Buyer, in which event all obligations or waive satisfaction of the parties hereto shall thereupon cease condition and close escrow. In the event of such termination, for reasons described in (except for those which survive b) or (c) above, the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller Deposit shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, retained by Seller and shall be returned non-refundable to Buyer.

Seller’s Conditions to Closing. It is a condition to Seller’s 's obligation to proceed close under this Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 7.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to Section 6.3 shall have been delivered; 7.2.2 Each of the representations and to consummate the transactions contemplated hereby, that, warranties of Purchaser contained herein shall be true in all material respects as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer ; 7.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder; 7.2.4 Seller shall have received all of its covenants hereunderconsents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby; (iii) this Agreement and 7.2.5 There shall not have terminated during be pending or, to the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required knowledge of it under Section 9 hereofeither Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser. If any condition of the foregoing conditions to Seller’s obligations set forth in 's obligation to close with respect to conveyance of the Property under this Section 8(cContract are not met, Seller may (a) hereunder is not fulfilledwaive any of the foregoing conditions and proceed to Closing on the Closing Date, including any condition not, then Seller shall have the right to or (b) terminate this Agreement Contract, and, if such failure constitutes a default by written notice to BuyerPurchaser, in which event all obligations exercise any of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with its remedies under Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyer12.1.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition notnot set forth in this Section 8(c), then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerAgreement.

Seller’s Conditions to Closing. It is a condition to Seller’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Buyer’s representations and warranties hereunder shall be true and correct in all material respects; (ii) Buyer shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; and (iv) Buyer shall have delivered all other documents and other deliveries required of it under Section 9 hereof; and (v) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents. If any condition to Seller’s obligations set forth in this Section 8(c) hereunder is not fulfilled, including any condition notnot set forth in this Section 8(c), then Seller shall have the right to terminate this Agreement by written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, Deposit shall be returned to Buyer.

Seller’s Conditions to Closing. It is a condition 7.3.1 The Seller shall not be obligated to Seller’s obligation to proceed to Closing complete the sale, conveyance, transfer and to consummate the transactions contemplated hereby, that, as assignment of the Purchased Assets pursuant to this Agreement unless, at or before the Closing DateTime, (i) all each of the Buyer’s conditions listed below in this Section 7.3 has been satisfied, it being understood that such conditions are included for the exclusive benefit of the Seller: 7.3.1.1 the representations and warranties hereunder of the Buyer set forth in Section 4 hereof qualified as to materiality shall be true and correct, and such representations and warranties not so qualified shall be true and correct in all material respects; (ii) , as of the date of this Agreement and on the Closing Date as if made on the Closing Date, except for such representations and warranties made expressly as of a specified date which shall be true and correct in the manner previously described as of such date; 7.3.1.2 the Buyer shall have performed and complied in all material respects with all of its covenants hereunder; (iii) and agreements required by this Agreement to be performed or complied with by it prior to or on the Closing Date; 7.3.1.3 the Buyer shall not have terminated during in place an approved IMMEX Program which will allow the Contingency PeriodBuyer to purchase the Imported Assets under temporary importation; and (iv) and 7.3.1.4 the Buyer shall have delivered all other documents and other to the Seller each of the closing deliveries required of it under referred to in Section 9 7.6 hereof. . 7.3.2 If any condition in Section 7.3.1 hereof has not been fulfilled at or before the Closing Time or if any such condition is or becomes impossible to Seller’s satisfy, other than as a result of the failure of the Seller to comply with its obligations set forth in under this Section 8(c) hereunder is not fulfilled, including any condition notAgreement, then the Seller shall have in its sole discretion may, without limiting any rights or remedies available to the right to Seller at law or in equity, either: 7.3.2.1 terminate this Agreement by written notice to the Buyer, as provided in which Section 9.1.3 hereof; or 7.3.2.2 waive compliance with any such condition without prejudice to its right of termination in the event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination non-fulfilment of this Agreement as expressly set forth herein) and this Agreement shall thereafter be of no further force and effect, and Seller shall be entitled to the Deposit in accordance with Section 11(a) of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to Buyerany other condition.

Seller’s Conditions to Closing. It is a condition to Seller’s 's obligation to proceed cause the sale of the Properties to Closing Buyer and their lease to consummate Target by Buyer is conditioned upon satisfaction of the transactions contemplated hereby, that, as of following conditions on or before the Closing Date, : (i) Seller shall have purchased the membership interests of Target pursuant to the Acquisition Agreement; (ii) the final form and content of the Net Lease shall have been agreed to by Seller and Buyer on or before the expiration of the Due Diligence Period; (iii) all of the Buyer’s 's representations and warranties hereunder made in this Agreement shall be have been true and correct in all material respects; (ii) Buyer shall have performed in all material respects all when made and as of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency PeriodClosing Date; and (iv) Buyer's due and timely execution and delivery of all documents and items to be executed and/or delivered by Buyer shall have delivered pursuant to this Agreement including, without limitation, (a) the Purchase Price adjusted in accordance with Section 2.1(b) and Article 3, (b) the Net Lease, and (c) all of the other documents and items specified in Section 6.4 (the Net Lease and such other deliveries required documents executed and delivered on behalf of it under Buyer, "BUYER'S CLOSING DOCUMENTS"). The foregoing conditions contained in this Section 9 hereof5(B ) are intended solely for the benefit of Seller. If any condition to Seller’s obligations set forth of the foregoing conditions are not satisfied in this Section 8(c) hereunder is not fulfilleda timely manner or waived by Seller in its sole discretion, including any condition not, then Seller shall have the right may elect to terminate this Agreement by upon written notice to Buyer, in which event all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly set forth herein) Buyer and this Agreement shall terminate and thereafter be of the parties shall have no further force and effect, and obligation to one another except for the Surviving Obligations. Any actions by Seller in respect of such election to terminate shall be entitled binding upon and inure to the Deposit in accordance with Section 11(a) benefit of this Agreement if Buyer failed to consummate the Closing when required with all Buyer’s conditions precedent to Closing having been satisfied, but otherwise the Deposit, less the Independent Contract Consideration, shall be returned to BuyerTarget.