Common use of Seller’s Conditions Clause in Contracts

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision of Seller’s obligation to close this Agreement, the obligation of Seller to consummate the Transactions transaction shall be subject to and conditioned contingent upon the followingsatisfaction or waiver of each of the following conditions: (ia) Each of obligations and covenants of Buyer to be performed prior to or on the Closing Date pursuant to this Agreement shall have been performed in all material respects and Buyer’s representations and warranties being set forth in this Agreement shall be true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowDate. (iib) No suit, action, arbitration or other proceeding shall be pending before any court or governmental agency, which may result in the restraint or prohibition of the purchase and sale of the Property. (c) The satisfaction of Title Company shall be prepared to issue to Seller the [REDACTED] Waiver ConditionTitle Policy to which Seller is entitled under Section 8.7 below. In If the event the [REDACTED] Waiver Condition is conditions set forth in Section 7.2 above are not satisfied at or prior to Closing, then Seller may elect to either (a) can waive such conditions in writing or terminate this Agreement with respect to the Commerce Property (but not the other Properties)in writing, in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under and upon Buyer’s receipt of such written termination this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination)shall automatically terminate, and the Closing Parties shall proceed with respect to all other Propertieshave no further liability hereunder, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied except as of the Closing Date or other applicable date (other than the condition to Closing otherwise set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of herein. Notwithstanding the condition foregoing should Seller choose to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior waive all conditions to Closing. However, in which case the provisions representations and warranties of Paragraph 3(f) Buyer shall applysurvive Closing as set forth herein.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the Each Seller’s obligation of Seller to consummate the Transactions shall be transactions contemplated by this Agreement is subject to and conditioned upon the following:satisfaction or waiver in writing of the following conditions precedent (the “Sellers Conditions Precedent”): (ia) The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction against Buyer’s , and no proceeding shall have been instituted and be pending in which any creditor of Buyer seeks to restrain such transactions, provided that any such injunction, order, judgment or proceeding contemplated by this Section 14.2(a) shall not be deemed to include any injunction, order, judgment or proceeding brought by, through or under, or as a result of any acts or omissions of any Seller or any person or entity affiliated with any Seller. (b) Buyer shall have delivered the entire Purchase Price, as adjusted pursuant to the terms hereof, into Escrow. (c) All of the representations and warranties being of Buyer contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date. (d) Buyers shall in all material respects have performed or satisfied its covenants and obligations hereunder. (e) On the Closing Date, Buyer shall not have delivered all documents required filed a petition for relief under Applicable Bankruptcy Law, nor shall an involuntary petition for relief have been filed against Buyer under any Applicable Bankruptcy Law and not been dismissed. (f) With respect to be delivered any Loan assumed by Buyer pursuant to Paragraph 5(b) below. Section 13.5, the applicable Lender shall have released the applicable Seller and all affiliates thereof (ii) The satisfaction including any guarantors under any of the [REDACTED] Waiver ConditionLoans) to the extent of, and in accordance with, such Lender’s customary release language. In If the event the [REDACTED] Waiver Condition is Sellers Conditions Precedent are not satisfied at or prior to Closingas of the Closing Date, then Seller Sellers may elect to either (a) terminate this Agreement with respect by providing Notice to the Commerce Property (but not the other Properties)Buyer, in which event the Purchase Price Deposit shall be reduced by returned to Buyer, this Agreement shall terminate and none of the Allocated Purchase Price for the Commerce Property, neither party parties shall have any further liability rights or obligation obligations under this Agreement with respect to the Commerce Property (except for Surviving Obligations; provided, however, if the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has Sellers Conditions Precedent are not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure as a result of the condition to Closing are set forth therein)a Buyer Default, Seller Sellers shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, rights described in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySection 16.2.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller at the Closing are subject, at the option of Seller, to consummate the Transactions shall be subject satisfaction or waiver at or prior to and conditioned upon the followingClosing of the following conditions precedent: (ia) Buyer’s All representations and warranties being of Buyer, the General Partner and the Partnership contained in this Agreement are true and correct in all material respects as (provided, however, that any such representation or warranty of the Closing and Buyer contained in Article 7 or the General Partner and/or the Partnership contained in Article 8 that is qualified by a materiality standard shall have delivered all documents required to not be delivered further qualified by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price materiality for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions purposes of this Agreement which recite that they survive terminationSubsection 11.1(a), ) at and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for accordance with their terms as if such failure representations and warranties were remade at and as of the condition Closing Date, and Buyer, the General Partner and the Partnership have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer, the General Partner and/or the Partnership or by Buyer, the General Partner and the Partnership and/or Seller at or prior to the Closing are set forth therein)in all material respects and Buyer, the General Partner and the Partnership shall deliver a certificate to Seller confirming the foregoing; (b) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at Closing; (c) The Amended and Restated Partnership Agreement shall have been duly adopted by the right General Partner and be in full force and effect; and (d) The IDR Holders Agreement, substantially in the form attached as Exhibit L to (i) nevertheless proceed to Closingthis Agreement, notwithstanding shall have been duly executed and delivered by the non-satisfaction of such condition, Partnership and be in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyfull force and effect.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions shall be transactions contemplated by this Agreement at the Closing are subject to and conditioned upon the followingsatisfaction at or prior to the Closing, or waiver in writing by Seller, of the following conditions: (ia) Buyer’s All representations and warranties being of Buyer contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects respects, in each case as if such representations and warranties were made at and as of the Closing Closing, and Buyer shall have delivered performed and satisfied in all documents material respects all covenants and agreements required to be delivered performed and satisfied by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied it under this Agreement at or prior to the Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or ; (b) elect Buyer and Seller shall each be in compliance with all material regulatory requirements of all applicable Governmental Authorities necessary to continue this Agreement consummate the transactions contemplated herein (all of which shall be in full force and effect with respect as of the Closing); (c) no order or proceeding shall be outstanding or pending that restrains, enjoins or otherwise prohibits, or could reasonably be expected to restrain, enjoin or otherwise prohibit, the Commerce Property. If consummation of the transactions contemplated by this Agreement; (d) there shall be no bankruptcy, reorganization, receivership or arrangement proceedings pending against Buyer or any condition Affiliate of Buyer; (e) Buyer shall have provided Seller evidence reasonably satisfactory to Seller’s obligation to proceed with the Closing hereunder has not been satisfied Seller that Buyer, as of the Closing Date or other applicable date is qualified to do business and to own and operate the Assets in the jurisdictions in which the Assets are located; and (other than the condition to Closing set forth in Paragraph 3(g)(iif) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller Buyer shall have the right to delivered (i) nevertheless proceed to Closingand, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer immediately prior to Closing, Buyer shall be ready, willing and able to deliver), to Seller at Closing, all Closing deliveries described in which case the provisions of Paragraph 3(f) shall applySection 8.03.

Seller’s Conditions. Notwithstanding any other provision Seller's obligation to sell the Closing Shares to Buyer is expressly conditioned (unless waived by Seller in writing) upon satisfaction of this Agreement, each of the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the followingfollowing conditions: (a) The (i) payment of the Purchase Price (less the Deposit (with interest accrued thereon, if any)) by wire transfer from Buyer and (ii) the receipt of the Deposit (with interest accrued thereon, if any) from the Escrow Agent; (b) The receipt of copies (certified by the secretary of Buyer’s ) of the resolutions of Buyer's board or other documentation authorizing the execution, delivery and performance of this Agreement and the transactions and documents contemplated herein; (c) The entry by the Bankruptcy Court of the Sale Order and the Confirmation Order; (d) Buyer's representations and warranties being in Section 7 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Buyer as of Closing, provided that for purposes of determining whether such representations and warranties are true and correct in all material respects, all "materiality" and "in all material respects" qualifications contained in such representations and warranties set forth in Section 7 shall be disregarded; (e) Buyer shall have performed and complied in all material respects with all obligations and covenants required to be performed and observed by Buyer under this Agreement prior to or as of the Closing and Closing, which shall be certified by an officer of Buyer as of closing; (f) The MGC Approval shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.been obtained; and (iig) The All other necessary filings shall have been completed, waiting periods observed and governmental approvals obtained as determined to the reasonable satisfaction of Seller, including the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyHSR Act.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate close the Transactions shall be subject to and transaction contemplated by this Agreement is conditioned upon the following:satisfaction (or, other than with respect to the condition set forth in Section 11.3(d) hereof, the waiver by Seller) on or before the Closing Date, or on or before the indicated date, as the case may be, of each of the following conditions (collectively, "Seller's Conditions"): (ia) Buyer’s All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Purchaser on or prior to the Closing Date shall have been complied with and performed in all material respects, and all of the representations and warranties being of Purchaser herein shall be true in all material respects on the Closing Date as if made on and correct as of such date (unless an earlier date is indicated in the representation and warranty, in which case it shall have been true in all material respects as of the Closing such earlier date), and Buyer Purchaser shall have delivered all to Seller a certificate, dated as of the Closing, to that effect; (b) Purchaser shall have delivered to Seller or Escrowee the instruments, documents and certificates required to be delivered by Buyer pursuant to Paragraph 5(b) below.this Agreement including, without limitation, those described in Section 13.5 hereof; (iic) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied received from Purchaser's counsel an opinion dated as of the Closing Date or other applicable date (other than the condition Date, in form and substance reasonably satisfactory to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein)Seller and its counsel, Seller shall have the right to that: (i) nevertheless proceed Purchaser is a duly incorporated and validly existing Nevada corporation in good standing under the laws of the State of Nevada and has all necessary corporate power to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate enter into and carry out its obligations under this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.Agreement;

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller SELLER to consummate close the Transactions shall be transactions set forth in this Agreement is subject to and conditioned upon the followingsatisfaction of the following conditions, any of which may be waived in SELLER’s sole discretion: (ia) Buyer’s The representations and warranties being of BUYER contained in ARTICLE VI hereof shall be true and correct in all material respects (disregarding all materiality and Material Adverse Effect qualifications contained therein) on and as of the Closing (except for representations and Buyer warranties that, in accordance with their terms speak only as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (b) BUYER shall have delivered performed in all documents material respects the obligations, covenants and agreements of BUYER contained herein and in each of the other Transaction Documents that are required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or have been performed prior to Closing; (c) All of the BUYER Required Consents shall have been obtained; (d) From the Execution Date, then Seller may elect to either none of the Controlled Entities nor MPOG shall have suffered a Material Adverse Effect; (ae) terminate this Agreement SELLER shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of BUYER, that each of the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied; (f) SELLER shall have received BUYER’s wire transfer of the amount due with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(iithe Closing Statement); and (g) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller BUYER shall have the right delivered to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySELLER duly executed Transaction Documents.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller’s obligation to sell the obligation of Seller Properties and to consummate close the Transactions shall be Escrow is subject to and conditioned upon the followingsatisfaction or Seller’s written waiver of each of the following conditions at or before the Close of Escrow: (i) 9.2.1 Buyer’s timely delivery into Escrow of all sums and documents required from Buyer to close Escrow, as set forth in Sections 2 and 3 above and Section 10 below. 9.2.2 Buyer’s timely delivery to Escrow Holder of the items described in Section 10.2 below. 9.2.3 Buyer not being in default in the performance of any of its material obligations under Section 6 above. 9.2.4 All representations and warranties being of Buyer set forth in this Restated Agreement, as they may be amended or deemed amended or modified with Seller’s acceptance pursuant to the terms of this Restated Agreement, shall be true and correct in all material respects as of the Close of Escrow. 9.2.5 The Closing of the sale of all of the Properties must occur simultaneously, and Buyer shall not have delivered all documents required the right to be delivered by Buyer pursuant to Paragraph 5(b) belowacquire any Property without the acquisition of each of the other Properties. (ii) The satisfaction 9.2.6 If the SEC notifies Seller or CMCT of its intent to review or comment on or otherwise provides comments to the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or Schedule 14C Statement prior to Closing, then Seller may elect CMCT shall have determined in good faith that it has resolved all such comments and, if CMCT determines that a supplemental mailing to either the Schedule 14C Statement is necessary in connection with the resolution of such comments, twenty (a20) days shall have elapsed since such mailing by CMCT to the stockholders of CMCT; provided, however, that nothing contained in this Section 9.2.6 shall affect Buyer’s right to delay the Close of Escrow or terminate this Restated Agreement with respect to the Commerce Property (but not the other Properties), contained in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party Section 9.1.7. Seller shall have any further liability or obligation under this Agreement with respect the right to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), adjourn Closing and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of extend the Closing Date or other applicable date for up to ten (other than 10) business days to allow the fulfillment of any condition precedent in this Section 9.2 to Closing set forth in Paragraph 3(g)(iioccur. If the conditions precedent have not occurred within such ten (10) for which Seller’s rights for such failure of the condition to Closing are set forth therein)business day period, Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to ClosingRestated Agreement, in which case Buyer shall be entitled to the provisions return of Paragraph 3(f) the Deposit. The terms of this Section 9.2 are solely for the benefit of Seller, and Buyer shall applyhave no additional right or remedy hereunder as a result of the exercise by Seller of any of its rights under this Section 9.2.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate at the Transactions shall be Closing are, at its option, subject to and conditioned upon the followingsatisfaction at or prior to the Closing of the following conditions: (i) Buyer’s The representations and warranties being of Buyer and Parent set forth in Article IV shall be true and correct in all respects (without regard to materiality or material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(badverse effect qualifiers) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for those breaches, if any, of such representations and warranties that in the condition aggregate would not have a Material Adverse Effect (except with respect to Closing the representation and warranty set forth in Paragraph 3(g)(iiSection 4.2(g) for which Seller’s rights for such failure shall be true in all respects) and (ii) Buyer shall have performed, or complied with, in all material respects, the agreements and covenants required by this Agreement to be performed and satisfied by Buyer prior to or at the Closing. (b) No material action, suit or proceeding affecting all or substantially all of the condition to Closing are set forth therein), Seller Properties shall have the right to been instituted by any Third Party acting in good faith before, and no material order, award or judgment shall have been issued by, any Governmental Authority (i) nevertheless proceed seeking to Closingrestrain or prohibit, notwithstanding or restraining or prohibiting, the non-satisfaction of such conditionconsummation, in which event Seller shall be conclusively deemed to have waived any such conditionwhole or in substantial part, of the transactions contemplated hereby or (ii) terminate this Agreement upon written notice seeking to Buyer prior obtain damages from a Party, or ordering any Party to Closingpay damages, in respect of all or substantially all of the transactions contemplated hereby. (c) Buyer shall have delivered (or be ready, willing and able to deliver at the Closing) to Seller all of the Buyer Deliverables. (d) The Parties shall have received all necessary waivers and approvals, all waiting periods shall have expired without any adverse notice or action having been taken and there shall be no legal impediment under the HSR Act to the Closing. (e) Buyer and Parent shall have delivered the Certificate in the form of Exhibit G-2. (f) NPE shall have delivered (or caused to be delivered) to Seller, the Mercuria Assignment, duly executed and acknowledged by an authorized signatory of NPE, covering the Unassigned Mercuria Interests, in sufficient counterparts for recordation in each of the counties in which case the provisions of Paragraph 3(f) shall applyUnassigned Mercuria Interests are located.

Seller’s Conditions. Notwithstanding Sellers' obligation to proceed to Closing under this Agreement is subject to the conditions precedent with respect to each Property: (a) Such Seller shall have waived or be deemed to have waived its right to terminate pursuant to any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:; (ib) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered made all documents deliveries as required by Section 10.5 below; (c) Such Seller shall have received, at least five (5) business days prior to the Closing Date, the written agreement to release such Seller (and any guarantors of the Debt) from all liability for the Debt on terms acceptable to such Seller in its sole and absolute discretion; (d) The average closing price for the Shares on the NASDAQ National Market for the ten (10) trading days preceding the Closing Date shall not have been less than $9.00 per Share; (e) During the period between the Contract Date and the Closing Date, no investigation or proceeding shall have been commenced by any governmental authority concerning accounting or securities irregularities or fraud by Buyer or IRET; and (f) Buyer shall have performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be delivered performed or complied with by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied it at or prior to the Closing. If any of the foregoing conditions are not satisfied or waived by such Seller on or before the Closing Date, then such Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties)owned by such Seller on written notice to Buyer, and, in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertysuch event, neither party shall have any further liability or obligation under this Agreement with respect shall cease and terminate as to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce such Property. If any condition In the event Sellers fail to Seller’s obligation close this transaction due to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than a failure to satisfy the condition to Closing precedent set forth in Paragraph 3(g)(iisubsections (d) and (e) of this Section 9.2, then Sellers shall reimburse Buyer upon demand for all of Buyer’s reasonable thirty party out-of-pocket costs and expenses related to this transaction, including without limitation title, survey and engineering costs, as well as any sums paid by Buyer (or any sums which Buyer is irrevocably obligated to pay) to Lender; provided, the maximum reimbursement for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller Sellers shall be conclusively deemed obligated under this Section 9.2 shall be limited to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply$135,000.00.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller's obligation to sell the obligation of Seller to consummate the Transactions shall be Property is subject to and conditioned upon the followingsatisfaction, at or prior to the Closing Date, of each of the following conditions, any or all of which may be waived, in whole or in part, by Seller in its sole discretion: (ia) Buyer’s Buyer shall have given all material notices to Governmental Authorities required to be given by it in connection with the transactions contemplated by this Agreement; (b) The representations and warranties being of Buyer contained in Article IV of this Agreement that are qualified as to materiality or Material Adverse Effect (or any variation of such terms) shall be true and correct and such representations and warranties that are not qualified shall be true in all material respects as of the Closing at and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date as though such representations and warranties were made at such time (other than except to the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for extent such failure representations and warranties are made as of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closinga particular date, in which case such representations and warranties shall have been true and correct as of such date); (c) Buyer shall have performed and complied, in all material respects, with all terms, covenants and agreements required by this Agreement to be performed or complied with by it prior to or at Closing; (d) Buyer shall have delivered to Seller a certificate, dated the provisions Closing Date, and signed by its President or a Vice President, to the effect that the conditions set forth in Sections 5.2(b) and (c) have been satisfied. (e) No order of Paragraph 3(fany court of competent jurisdiction shall have been issued in any action (other than actions brought or caused to be brought by Seller or any Affiliate of Seller) declaring the illegality or invalidity of, or enjoining, the transactions contemplated hereby; (f) Buyer shall applyhave delivered to the Escrow Agent such documentary evidence as the Escrow Agent may reasonably require, if any, evidencing the authority of the person or persons who are executing this Agreement, or any other document in connection with this Agreement, on behalf of Buyer; (g) Since the Execution Date, there shall have been no change in any applicable Law that makes it illegal for either party hereto to perform its obligations hereunder; (h) Buyer shall have delivered to Seller the instruments, documents and certificates described in Section 8.2(b) and deposited (or caused to be deposited) the entire amount of the Purchase Price with Seller in accordance with Section 8.2(b); and (i) If applicable, the HSR Act shall have been complied with and all waiting periods required thereby, including extensions thereof, shall have either expired without adverse comment or been previously terminated.

Seller’s Conditions. Notwithstanding The obligations of Seller to sell the Purchased Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below. Seller may waive any other provision or all of these conditions in whole or in part without prior notice. (a) All representations and warranties by Buyer in this Agreement, the obligation of Seller to consummate the Transactions or in any written statement that shall be subject delivered to and conditioned upon the following: (i) Buyer’s representations and warranties being Seller under this Agreement, shall be true and correct in all material respects as of the Closing on and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date as though made at that time. (b) Buyer shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement, including the execution by all required parties of the Franchise Agreement(s) and the Subleases to be performed or other applicable date (other than complied with by Buyer in all material respects on or before the condition to Closing Date including all deliveries set forth in Paragraph 3(g)(iiSection 10.3. (c) for which Seller’s rights for such failure Buyer shall have delivered a certificate certifying the satisfaction of the condition to Closing are conditions set forth therein)in Sections 9.1(a) and (b) above. (d) To the extent possible, Seller shall have removed its proprietary information from the right Stores including, without limitation, erasing computer hard drives, removing credit card merchant information, removing human resources manuals, and the like, except to (i) nevertheless proceed the extent such information is required to Closing, notwithstanding operate the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to ClosingStores, in which case it shall not be removed. Seller shall bear the provisions costs of Paragraph 3(fall such removals. (e) Buyer shall applyhave delivered to Seller personal financial statements of Dxxxx Xxxxxxx. Such personal financial statement shall be held in confidence and used solely for (i) Seller’s due diligence in conjunction with this transaction, and (ii) upon notice to Buyer, to provide to owners of properties being subleased pursuant to the Sublease Agreement where the property owner’s approval is required and such property owners have specifically requested copies of the personal financial statement. (f) Buyer has completed all training required under the Franchise Agreements. (g) Seller shall have received consent from Wxxxx Fargo to dispose of the Purchased Assets.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate sell and convey the Transactions shall be Property pursuant to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is specifically set forth in this Agreement) of all of the following conditions precedent (“Seller’s Conditions Precedent”), which conditions are for the benefit of Seller only and conditioned upon the followingsatisfaction of which may be waived only in writing by Seller: (i) Buyer’s representations 5.2.1 Delivery and warranties being true execution by Buyer of all monies, items and correct in all material respects as of the Closing and Buyer shall have delivered all documents instruments required to be delivered by Buyer pursuant to Paragraph 5(b) below.this Agreement; (ii) The satisfaction 5.2.2 Buyer’s warranties and representations set forth herein shall be true and correct as of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price Effective Date and shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), true and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied correct as of the Closing Date or other applicable date (other than as if made by Buyer effective as of the condition Closing Date; and 5.2.3 Buyer shall have performed each and every agreement to Closing set forth in Paragraph 3(g)(ii) for which be performed by Buyer pursuant to this Agreement. The Seller’s rights Conditions Precedent are intended solely for such failure the benefit of Seller. If any of the condition to Closing Seller’s Conditions Precedent are set forth therein)not satisfied in the time and manner specified above, Seller shall have the right in its sole discretion either to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon by written notice to Buyer prior and, subject to Closing, in which case the provisions of Paragraph 3(f) shall applyparagraph 5.3 below, to return the Deposit to Buyer or to retain the Deposit, as applicable, or to waive the Condition Precedent and proceed with the transaction provided for in this Agreement without reduction of the Purchase Price.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions shall be transactions contemplated by this Agreement are, unless waived by Seller, subject to and conditioned upon the followingfulfillment on or before the Closing, of each of the following conditions: (ia) Buyer’s representations and warranties being true and correct No statute, rule, regulation, injunction or restraining order shall be in all material respects as effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement; (b) The transactions contemplated by this Agreement to be completed before the Closing and Buyer shall have delivered been consummated upon the terms and subject to the conditions set forth therein; (c) Seller shall have received the Purchase Price and all certificates, instruments, agreements and other documents required to be delivered by Buyer pursuant at or before the Closing as provided in this Agreement in form and substance reasonably satisfactory to Paragraph 5(b) below.Seller; (iid) The satisfaction All covenants of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation Buyer and Parent under this Agreement with respect to be performed prior to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination)Closing shall have been performed, and the Closing shall proceed with respect to all other Properties, or (b) elect to continue representations and warranties of Buyer and Parent contained in this Agreement in full force shall be true and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied correct on and as of the Closing Date or other applicable date in all material respects (other than except to the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, extent qualified by materiality in which event Seller such representations and warranties shall be conclusively deemed true and correct) with the same effect as though such representations and warranties had been made on and as of such date, except to the extent attributable to actions permitted or consented to by Seller in writing; (e) All approvals, consents or authorizations or filings listed on Schedule 5.6(b) hereto shall have waived any such conditionbeen obtained, and all waiting periods under the HSR Act shall have expired or been terminated; and (iif) terminate this Agreement upon written notice to Buyer prior to Closing, in which case and each other party thereto shall have executed and delivered each of the provisions of Paragraph 3(f) shall applyAncillary Agreements.

Seller’s Conditions. Notwithstanding any other provision The Sellers will not be obligated to close the purchase of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:Purchased Assets unless: 18 (i) Buyer’s representations the representation and warranties being of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and Buyer warranties had been made on and as of the Closing, Purchaser shall have delivered performed and complied with all agreements required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing, including, without limitation, delivering to the Sellers all funds, instruments and documents required to be delivered by Buyer Purchaser in connection with the Closing pursuant to Paragraph 5(b) below.the terms of this Agreement, and the Sellers shall have received a certificate, dated as of the date of the Closing, signed by the President of Purchaser to the foregoing effect; (ii) The satisfaction Sellers have obtained approval of this Agreement and the transaction contemplated herein from the Boards of Directors of Sellers within 45 days of the [REDACTED] Waiver ConditionAcceptance Date; (iii) no action or proceeding shall have been instituted or threatened by a third party for the purpose or with the possible effect of enjoining or preventing the consummation of the transactions contemplated by this Agreement or seeking damages on account thereof; and (iv) the Sellers shall have received consent to the assignment of, and releases of the Sellers' obligations under, the Leases, duly executed by the landlords of the Leasehold Theatres, which consents and releases shall be in a form satisfactory to the Sellers. In Notwithstanding the event foregoing, if the [REDACTED] Waiver Condition is consents to assignment have been obtained from the landlords of the Leasehold Theatres, but any release of a Seller has not satisfied been obtained at the time of Closing as provided in clause (iv) above, then such requirement shall be deemed waived by the Sellers, and the parties shall proceed to Closing; provided, however, that the conditions set forth below in this paragraph are satisfied. Sellers shall use commercially reasonable efforts and Purchaser shall cooperate with Sellers, to obtain consents and releases prior to Closing, and Purchaser shall deliver such other documents, guaranties or security deposits reasonably required by the landlords of the Theatres. If the release of the Sellers' liability under the Leases for the Leasehold Theatres cannot be obtained from the landlords of the Leasehold Theatres prior to Closing, then Purchaser agrees to (a) not assign or sublet such Leases without the prior written consent of UATC, not to be unreasonably withheld (for purposes of this section, a change in the control or ownership of Purchaser or of its stock of fifty percent (50%) or more, or a change in the control of the management of Purchaser by virtue of a management agreement, contract or other similar arrangement intended to circumvent these assignment provisions shall be deemed an assignment); provided that Sellers shall consent to an assignment or subletting by Purchaser to a Person with a net worth equal or greater than that of Purchaser on the Closing Date (as set forth on Schedule 12A to be delivered to Sellers by Purchaser at Closing), and further provided that (1) an underwritten public offering of the common stock of Purchaser or (2) a change in the identity of individual managers or of senior management personnel, shall not be deemed to be an assignment hereunder, (b) observe all of the covenants under the Leases and perform all of Purchaser's obligations thereunder in accordance with the terms of the Leases, (c) indemnify and hold the Sellers, harmless from and against any and all claims, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees and expenses) incurred by the Sellers arising from and after the date of Closing in connection with 19 the Purchaser's breach of any Lease for which any Seller remains liable or under the Purchaser's Ancillary Documents (excluding damages not related to repair, maintenance or condition of the Theatres arising from an event which occurred prior to Closing which was not caused by Purchaser) and (d) deliver a copy of the Memorandum (defined below) to any assignee, subtenant, licensee or other person or entity in possession of the Leasehold Theatres as notice of the obligations contained therein. In the event that Purchaser fails to observe any of the covenants contained in this paragraph or is in default (after any applicable cure periods have expired under the Leases) under the terms of any of the Leases than Sellers may, but without any obligation, perform Purchaser's obligations and covenants, under such Lease(s), and Sellers shall be entitled to repossess any or all of the Leasehold Theatres, together with the personal property and fixtures located at such Theatres, and dispossess Purchaser and any other assignees, subtenants, licensees or parties in possession, and Purchaser will be liable for any damages suffered by Sellers as to the Leasehold Theatres, including reasonable attorneys' fees (and legal assistants' fees) and the cost of any premium for any bond required in connection with an injunction brought to enforce any Seller's remedies under this paragraph, and for such purpose, Purchaser shall grant to Sellers a collateral assignment in Purchaser's leasehold interests in the Leasehold Theatres, which s hall be subordinate to Purchaser's third party institutional financing encumbering the Leasehold Theatres, if any. Purchaser agrees to execute a Memorandum of Agreement at Closing summarizing the covenants of operation and the obligations and indemnity contained in this paragraph, a copy of which is attached hereto as Exhibit D (the "Memorandum"), which Memorandum will be recorded by Sellers in the real estate records of the applicable counties where such Leasehold Theatres are located. To further secure the obligations specified in such Memorandum and the full performance of all terms, covenants, conditions, provisions and agreements under the Leases, Purchaser agrees to execute a corporate guaranty in form satisfactory to Sellers, at Closing for the benefit of Sellers. At Closing, Purchaser shall also deliver to Sellers an opinion letter of Purchaser's legal counsel in the State of Texas in form reasonably satisfactory to Sellers, which opinion will be subject to the standard limitations and qualifications commonly included in opinions for similar transactions relating to enforceability, bankruptcy and similar laws affecting rights of creditors, general principles of equity and other similar provisions, and stating that Purchaser is a corporation duly organized, authorized, qualified and in good standing to perform the obligations and execute the documents contemplated by this Agreement, and that, with respect to Texas laws, the Memorandum, Guaranty and the collateral assignment agreements (collectively the "Security Documents") are legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms. Further, notwithstanding the foregoing, if the consents to assignment have been obtained from the landlords of the Leasehold Theatres, but any release of the Sellers has not been obtained at the time of Closing as provided in clause (iv) above, and in the event that Purchaser encumbers the Purchaser's leasehold interest in the Leases and the Leasehold Theatres with a mortgage, stock pledge or any other security interest, then Sellers shall obtain an agreement from Purchaser's financing source agreeing to enter into a management agreement with UATC substantially on the terms to be attached as Exhibit E and satisfactory to UATC in its sole discretion (the "Lender Agreements"). UATC agrees to negotiate with Purchaser's lender in good faith in accordance with the terms attached in Exhibit E; provided, that Sellers shall not be obligated to assume or pay Purchaser's financing or to increase its liabilities as contemplated under this Agreement. Sellers and 20 Purchaser agree to use diligent efforts to reach an agreement to the terms of such agreements with Purchaser's lender on or prior to the end of the Inspection Period. If such agreements have not been reached by the end of the Inspection Period, the Sellers may elect to either (a) terminate this Agreement with respect to and Purchaser shall receive a refund of the Commerce Property (but not Earnxxx Xxxey Deposit and the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party parties hereto shall have any no further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyobligations hereunder.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate close the Transactions shall transaction contemplated by this Agreement will be subject to and conditioned upon the followingsatisfaction of the following conditions precedent (or conditions concurrent with respect to deliveries to be made by the parties, or documents to be executed, at Closing), which conditions may be waived, or the time for satisfaction of which extended, by Seller only in a writing executed by Seller: (ia) All of Buyer’s 's representations and warranties being set forth in this Agreement shall be true and correct in all material respects as of the Closing Date, and Buyer Buyer, on or prior to the Closing Date, shall have delivered complied with or performed all documents of the obligations, covenants and agreements required on the part of Buyer to be delivered by Buyer complied with or performed pursuant to Paragraph 5(b) belowthe terms of this Agreement. (b) Franchisor shall have: (i) approved the transfer of the Hotels from Seller to Buyer; (ii) The satisfaction approved the assignment of the [REDACTED] Waiver Condition. In Franchise Agreements from Seller to Buyer, or agreed to issue new franchise agreements for each of the event Courtyard and the [REDACTED] Waiver Condition is not satisfied Residence Inn to Buyer and to terminate the existing Franchise Agreements, without penalty to Seller; and (iii) in any such case, agreed to terminate at or prior to Closing, then without penalty to Seller: (x) that certain Guarantee dated December 21, 1998 executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxx, Xx., J. Xxxxxxx Xxxx and Xxxx X. Xxxxx III in favor of Franchisor guarantying Seller's obligations under the Residence Inn Franchise Agreement, and (y) that certain Guarantee dated December 21, 1998 executed by Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxx, Xx., J. Xxxxxxx Xxxx and Xxxx X. Xxxxx III in favor of Franchisor, guarantying Seller's obligations under the Courtyard Franchise Agreement. (c) The Palm Desert Redevelopment Agency shall have given its written approval of the transfer of the Property from Seller may elect to either Buyer, as provided under the DDA. (ad) terminate this Agreement The Land shall have been properly subdivided from the Restaurant, so that at Closing, the Land shall constitute a separate legal parcel. (e) Seller's liquor license for the Premises shall be legally transferred to Buyer's Tenant, all approvals in connection with the same shall have been obtained, and Seller and all of Seller's constituent members shall be released at Closing from any further liability in connection with such liquor license with respect to any and all occurrences and events from and after the Commerce Property Closing Date. (but not f) Within thirty (30) days following the other PropertiesEffective Date (or any longer period as may be mutually agreed by the parties), Buyer and Seller shall have agreed upon: (i) the form of all of the closing documents (as provided in which event Section 9.3); and (ii) the allocation of the Purchase Price shall be reduced by for tax purposes (as provided in Section 8.4); provided, however, that Seller acknowledges that it will agree to any allocation of the Allocated Purchase Price for meeting the Commerce Propertyfollowing criteria (and consequently, neither party shall have any further liability or obligation under this Agreement with respect if Buyer is willing to allocate the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement Purchase Price in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein)manner, Seller shall will not have the right to claim that the condition provided in this Subsection 6.2(f)(ii) has not been satisfied): (ix) nevertheless proceed to Closing$5,000,000 for the unimproved land, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or and (ii) terminate this Agreement upon written notice the total allocation of at least sixty-five percent (65%)of the Purchase Price to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyResidence Inn.

Seller’s Conditions. Notwithstanding any other provision Seller's obligation to sell the Closing Shares to Buyer is expressly conditioned (unless waived by Seller in writing) upon satisfaction of this Agreement, each of the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the followingfollowing conditions: (a) The (i) payment of the Purchase Price (less the Deposit (with interest accrued thereon, if any)) by wire transfer from Buyer and (ii) the receipt of the Deposit (with interest accrued thereon, if any) from the Escrow Agent; (b) The receipt of copies (certified by the secretary of Buyer’s ) of the resolutions of Buyer's board or other documentation authorizing the execution, delivery and performance of this Agreement and the transactions and documents contemplated herein; (c) The entry by the Bankruptcy Court of the Procedures Order, the Sale Order and the Confirmation Order; (d) Buyer's representations and warranties being in Section 7 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Buyer as of Closing, provided that for purposes of determining whether such representations and warranties are true and correct in all material respects, all "materiality" and "in all material respects" qualifications contained in such representations and warranties set forth in Section 7 shall be disregarded; (e) Buyer shall have performed and complied in all material respects with all obligations and covenants required to be performed and observed by Buyer under this Agreement prior to or as of the Closing and Closing, which shall be certified by an officer of Buyer as of closing; (f) The MGC Approval shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.been obtained; and (iig) The All other necessary filings shall have been completed, waiting periods observed and governmental approvals obtained as determined to the reasonable satisfaction of Seller, including the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyHSR Act.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate the Transactions transactions contemplated by this Agreement shall be subject to and conditioned upon the followingsatisfaction, on or before the Closing Date, of each of the following conditions: (ia) BuyerSeller shall have received the Cash Purchase Price on or before the Closing Date. (b) Buyer shall have executed and delivered or cause to be delivered to Seller: (1) a duly executed Assignment of Contracts, (2) a duly executed Assignment of Leases, (3) a duly executed Assignment of Intangible Property, (4) a duly executed Cancellation of Promissory Note, (5) a duly executed Promissory Note in the form attached hereto as Exhibit 6, (6) a duly executed Mutual Release as attached hereto as Exhibit 7; (7) a duly executed release in favor of Seller, Buyer and their principals, executed by and on behalf of Noah’s Creations, LLC, its principals and affiliates, and (8) all other documents, files, records, certificates and agreements required to be executed and/or delivered at Closing to transfer, convey and assign to Buyer all of Seller’s right, title and interest in and to the Assets, free and clear of any liens or encumbrances other than the Permitted Liens. (c) The representations and warranties being of Buyer set forth in Article 6 shall be true and correct as of the date of the Agreement and shall be true and correct in all material respects at and as of the Closing and Date. (d) Buyer shall have delivered performed and complied in all documents material respects with all of the agreements, covenants, and conditions required to be delivered of Buyer by Buyer pursuant to Paragraph 5(b) belowthis Agreement on or before the Closing Date. (iie) The satisfaction No action, suit, or proceeding before any court or any governmental body or authority that would in any way affect the ability of the [REDACTED] Waiver Condition. In parties to consummate the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate transactions contemplated by this Agreement with respect shall have been instituted or, to Buyer’s knowledge, threatened on or before the Closing Date. (f) Buyer shall have furnished to Seller a certificate of its manager, dated on the Closing Date, certifying to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as fulfillment of the Closing Date or other applicable date (other than the condition to Closing conditions set forth in Paragraph 3(g)(iisubparagraphs (c)-(e) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySection 9.1.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions under this Agreement shall be subject to and conditioned upon the followingsatisfaction in full (or written waiver by Seller), at or prior to the Closing Date, of each of the following conditions: (ia) Buyer’s The representations and warranties being of Purchaser contained herein and in any other document or certificate delivered by Purchaser pursuant hereto shall be true and correct in all material respects as of the date of this Agreement and the Closing Date and Buyer Purchaser shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowSeller a certificate of an officer of Purchaser, dated as of the Closing Date, certifying the same. (iib) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied Purchaser shall have performed and complied, in all material respects, with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing. (c) No preliminary or permanent injunction or other order issued by any Governmental Authority, then Seller may elect to either (a) terminate that declares this Agreement with invalid or unenforceable in any respect to or which prevents the Commerce Property (but not consummation of the other Properties), in which event the Purchase Price transactions contemplated hereby shall be reduced by the Allocated Purchase Price for the Commerce Propertyin effect; and no action or proceeding before any Governmental Authority, neither party shall have been instituted by any further liability Governmental Authority or obligation under other person or threatened by any Governmental Authority which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement with respect to or which challenges the Commerce Property (except for the provisions validity or enforceability of this Agreement which recite that they survive termination), and the Closing Agreement. (d) Purchaser shall proceed with respect have delivered to Seller all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing deliveries set forth in Paragraph 3(g)(iiSection 2.4(b). (e) for which Seller’s rights for such failure Since the date of the condition to Closing are set forth therein)this Agreement, Seller there shall have the right to been no events causing a Purchaser Material Adverse Effect. (if) nevertheless proceed to Closing, notwithstanding the non-satisfaction The common stock of such condition, in which event Seller Purchaser shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyapproved for listing by NYSE Amex Equities.

Seller’s Conditions. Notwithstanding any other provision of Seller’s obligation under this Agreement, Agreement to sell the obligation of Seller Property to consummate the Transactions shall be Purchaser are subject to and conditioned upon the following:fulfillment of each of the following conditions, subject, however to the provisions of Section 8(c): (i) Buyer’s The representations and warranties being true of Purchaser contained herein shall be materially true, accurate and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.Date; (ii) The satisfaction of Purchaser shall have delivered the [REDACTED] Waiver Condition. In Purchase Price and other funds required hereunder and all the event the [REDACTED] Waiver Condition is not satisfied at documents to be executed by Purchaser set forth in Section 10; and (iii) On or prior to Closingthe Closing Date, then Seller may elect (A) Purchaser shall not have applied for or consented to either the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date; (aB) terminate this Agreement Purchaser shall not have admitted in writing an inability to pay its debts as they mature; (C) Purchaser shall not have made a general assignment for the benefit of creditors; (D) Purchaser shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser; and (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the Commerce Property (but not material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the other Properties), in which event foregoing laws unless the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party same shall have any further liability been dismissed, cancelled or obligation under this Agreement with respect terminated prior to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyDate.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the Seller’s obligation of Seller to consummate the Transactions transactions contemplated in this Agreement and deliver or cause to be delivered title to the Purchased Assets shall be subject to the following conditions precedent on and conditioned as of the Closing Date to the reasonable satisfaction of Seller or the waiver thereof by Seller, which waiver shall be binding upon Seller only to the followingextent made in writing and dated as of the Closing Date: 6.2.1 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; and 6.2.2 No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) Buyer’s prevent consummation of the transactions contemplated by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation. 6.2.3 No material adverse effect shall have occurred as to Purchaser. 6.2.4 Purchaser shall deliver the Purchase Price due pursuant to Section 4.4 hereof. 6.2.5 The representations and warranties being of Purchaser contained in this Agreement shall be true and correct complete in all material respects as of the Closing Date and Buyer Purchaser shall have delivered be in compliance in all documents required material respects with the terms and provisions of this Agreement, in each case subject only to exceptions permitted by this Agreement. 6.2.6 Purchaser shall deliver to Seller or, if applicable, to Title Company to be delivered by Buyer pursuant to Paragraph 5(b) below.held in escrow in accordance with the terms of this Agreement, on or before the Closing Date the following: (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate a certificate of a duly authorized member or manager/officer of Purchaser to the effect that the warranties and representations of Purchaser set forth in this Agreement with respect to the Commerce Property (but not the other Properties), are true and complete in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), all material respects on and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing Date, Purchaser has complied in all material respects with all covenants of Purchaser set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure herein, and confirming the incumbency of the condition to Closing are set forth therein), Seller shall have the right to (iperson(s) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate executing this Agreement upon written notice and the documents contemplated by this Agreement on behalf of Purchaser; and (b) a counterpart copy of the Closing Statement signed by Purchaser; (c) the Lease Documents to Buyer prior which Purchaser is a party; (d) the Loan Documents to Closing, in which case Purchaser or any of its affiliates is a party; (e) such other closing documents as Seller or the provisions of Paragraph 3(f) shall applyTitle Company may reasonably require.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller Sellers to close and consummate the Transactions shall be subject sale of the Purchased Assets, contribution of the Retained Gathering Assets, enter into the other Ancillary Agreements to which either of Sellers is a party, and the performance of the other transactions contemplated herein are expressly conditioned upon the followingupon: (i) Buyer’s the truth and accuracy of all of the representations and warranties being true and correct in all material respects as of each of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.set forth in this Agreement; (ii) The satisfaction the performance and satisfaction, in all material respects, of all covenants and agreements to be performed and satisfied by Buyer on or prior to the [REDACTED] Waiver Condition. In Closing Date, including, without limitation, the event deliverable obligations set forth in Section 7.3 below; (iii) SES shall have provided to Sellers evidence, reasonably satisfactory to Sellers, that SES has the [REDACTED] Waiver Condition is lender financial commitments necessary for SES to close and fund the NGAS Options; and (iv) the other exhibits, schedules, and forms of Ancillary Agreements contemplated in this Agreement or in the exhibits and schedules attached hereto which have not satisfied been completed and attached hereto shall have been prepared and completed in a manner mutually satisfactory to Buyer and Sellers prior to Closing and reflected in an amendment to this Agreement at or prior to Closing, then Seller may . To the extent that Sellers elect to either (a) terminate close and consummate the transactions contemplated in this Agreement with respect to the Commerce Property (but not the other Properties)Agreement, in which event the Purchase Price nothing herein shall be reduced deemed or intended as a waiver of any rights or claims that Sellers may have under Article 8 with regard to any breach of representations, warranties, covenants or agreements by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyBuyer.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions It shall be subject a condition precedent to and conditioned upon Seller’s obligation to close each Takedown, that the followingfollowing conditions (“Seller’s Conditions Precedent”) have been satisfied: (i) Buyer’s representations Purchaser and warranties being true and correct in all material respects as other homebuilders are under contract to purchase at least 250 of the Closing Lots in Phase B, and Buyer shall have delivered close the initial purchase of lots under some or all documents required to be delivered of such purchase and sale agreements as determined by Buyer pursuant to Paragraph 5(b) belowSeller simultaneously (the “Initial Purchase Condition”). (ii) The satisfaction Provided that Seller shall have used commercially reasonable, good faith efforts in connection therewith, Seller shall have satisfied, or both parties are reasonably certain that Seller will be able to satisfy, its obligations with respect to the Interchange Upgrades, on or before the Substantial Completion Deadline (as set forth in the Lot Development Agreement) for such Takedown, such that Purchaser shall not be prevented from obtaining building permits to construct Houses on Lots acquired at such Takedown no later than the applicable Substantial Completion Deadline (the “Interchange Condition”) and will not be prevented from obtaining certificates of occupancy for such Houses, solely as a result of Seller’s failure to timely satisfy the Interchange Condition. Seller agrees to use commercially reasonable, good faith efforts to timely satisfy the Seller’s Conditions Precedent. If for any reason other than Seller’s default or Seller’s fault or exercise of its discretion, either Seller’s Condition Precedent is not satisfied on or before a Closing Date, Seller may elect to: (1) terminate this Contract solely with respect to the applicable Takedown by giving written notice to Purchaser at least ten (10) days prior to such Closing; (2) waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing (provided, however, that such waiver shall not apply to any subsequent Closings); or (3) extend the applicable Closing Date for a period not to exceed ninety (90) days by giving written notice to Purchaser on or before the applicable Closing Date, during which txxx Xxxxxx shall use commercially reasonable, good faith efforts to cause such unsatisfied Seller’s Conditions Precedent to be satisfied. If Seller elects to extend any Closing Date and the unsatisfied Seller’s Condition Precedent is not satisfied on or before the last day of the [REDACTED] Waiver Condition90-day extension period for any reason other than Seller’s fault or exercise of its discretion, then Seller shall elect within five (5) business days after the end of such extension period to either terminate this Contract solely with respect to the applicable Takedown or waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing. In the event the [REDACTED] Waiver Condition is not satisfied at or prior Seller terminates this Contract pursuant to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other PropertiesSection 6(a), in which event that portion of the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party returned to Purchaser. Failure to give a termination notice as described above shall have any further liability or obligation under be an irrevocable waiver of Seller’s right to terminate this Agreement with respect Contract as to the Commerce Property (except for the provisions of affected Takedown pursuant to this Agreement which recite that they survive terminationSection 6(a), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller's obligation to carry out the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon satisfaction of all of the following:conditions set forth in this Subsection 6.2(b) (unless expressly waived in writing by it at, or any time prior to, the Closing): (i) Buyer’s The representations and warranties being of Buyer contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Buyer shall have been true and correct in all material respects complete when made and shall also be true and complete at and as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowtime of Closing. (ii) The satisfaction Buyer shall have caused all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with. (iii) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of the [REDACTED] Waiver Condition. In sale of the event OAS Common Stock by Seller and no action or proceeding alleging that the [REDACTED] Waiver Condition is not satisfied at consummation of the sale of the OAS Common Stock by Seller violates or prior to Closingwill violate any federal or state law, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party rule or regulation shall have been instituted by or before any further liability court or obligation under this Agreement with respect governmental body to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Propertiesrestrain or prohibit Seller from selling, or to recover damages from Seller in respect of the sale of the OAS Common Stock, unless Buyer elects to fully indemnify and defend Seller in respect thereof. (biv) elect The occurrence of an event described in 6.1(a)(4). (v) Buyer shall have delivered, or be prepared to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition deliver, to Seller’s obligation to proceed with the Closing hereunder has not been satisfied , a certificate dated as of the Closing Date or other applicable date (other than Closing, signed by Buyer, certifying as to the condition to Closing fulfillment of the conditions set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to clauses (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or and (ii) terminate of this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySubsection 6.1(b).

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate at the Transactions shall be Closing are, at its option, subject to and conditioned upon the followingsatisfaction at or prior to the Closing of the following conditions: (a) (i) Buyer’s All representations and warranties being of Buyer contained in this Agreement shall be true and correct in all respects (in each case, without giving effect to any materiality, material, or material respects adverse effect standard or qualification) at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct in all respects as of such specified date) and (ii) Buyer shall have performed, or complied with, in all material respects, the agreements and covenants required by this Agreement to be performed and satisfied by Buyer prior to or at the Closing. (b) There shall be no suits, actions, injunctions or other proceedings pending or threatened wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the consummation of the transactions contemplated by this Agreement, or (ii) cause any such transactions to be rescinded following consummation. (c) The consents and approvals of governmental authority(ies) required for the transfer of the Properties from Seller to Buyer as contemplated under this Agreement described on Schedule 8.1(c), expressly excluding Customary Post-Closing Consents, shall have been granted, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted. (d) No order, award or judgment shall have been issued by any court, governmental agency or arbitrator restraining, enjoining, or otherwise prohibiting the consummation in whole or in part, of the transactions contemplated hereby. (e) Buyer shall have delivered to Seller all documents required to be delivered by of the Buyer pursuant to Paragraph 5(b) belowDeliverables. (iif) The satisfaction of With respect to the [REDACTED] Waiver ConditionWest Midland Properties only, on or before August 20, 2014, Buyer shall have delivered to Seller written notice that the condition in Section 8.2(f) has either been satisfied or waived by Buyer. In If the event the [REDACTED] Waiver Condition condition set forth in this Section 8.1(f) is not satisfied at on or prior to Closingbefore August 20, 2014, then Seller may shall have the option to elect to either the following: (ai) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the aggregate Allocated Value of all West Midland Properties and the West Midland Properties shall be excluded from the Properties conveyed by Seller to Buyer at the Closing and shall be deemed to be Retained Properties, and (ii) such adjusted Purchase Price for shall be used in the Commerce Propertycalculation of all deductibles, neither party shall have any further liability or obligation thresholds, and caps that are based on the Purchase Price under this Agreement with respect to Agreement, including the Commerce Property (except for Title Deductible, Environmental Deductible, Indemnity Deductible, Indemnity Cap, and the provisions of this Agreement which recite that they survive terminationthresholds in Sections 6.8, 13.1(c), and 13.1(d). For the avoidance of doubt, if (i) the condition set forth in this Section 8.1(f) is not satisfied on or before August 20, 2014, and (ii) Seller elects the option described above, then the West Midland Properties shall be removed from the Properties to be conveyed by Seller to Buyer at Closing and Seller shall proceed with respect be released from its obligation to all other sell, and Buyer shall be released from its obligation to purchase, the West Midland Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (all Properties other than the condition West Midland Properties shall, subject to Closing set forth and in Paragraph 3(g)(ii) for which Seller’s rights for such failure accordance with the terms of the condition to Closing are set forth therein)this Agreement, Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice conveyed to Buyer prior to at Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision Seller’s obligation to consummate the transactions contemplated in this Agreement and deliver or cause to be delivered title to the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date, or as otherwise specified below, to the reasonable satisfaction of Seller or the waiver thereof by Seller, which waiver shall be binding upon Seller only to the extent made in writing: 6.2.1 Buyer shall deliver to Escrow Holder (as defined below) the Purchase Price due pursuant to Section 2.1 hereof. 6.2.2 Buyer shall deliver to Seller or, if applicable, to Escrow Holder (as defined below) to be held in Escrow in accordance with the terms of this Agreement, on or before the obligation of Seller Closing Date, the documents set forth in Section 7.3. 6.2.3 Buyer shall have received final approval from its City Council to enter into this Agreement and consummate the Transactions shall be subject to transactions contemplated hereby and conditioned upon the following:thereby. (i) Buyer’s 6.2.4 The representations and warranties being of Buyer contained in this Agreement shall be true and correct complete in all material respects as of the Closing Date and Buyer shall be in compliance in all material respects with the terms and provisions of this Agreement, in each case subject only to exceptions permitted by this Agreement or otherwise agreed to in writing by Seller. 6.2.5 Buyer shall have delivered performed all documents of its obligations which are required to be delivered performed by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect prior to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyDate.

Seller’s Conditions. Notwithstanding any other provision of Seller’s obligation to close this Agreement, the obligation of Seller to consummate the Transactions transaction shall be subject to and conditioned contingent upon the followingsatisfaction (or waiver by Seller in its sole discretion) of each of the following conditions: (i) Buyer’s 4.1.1 All representations and warranties being of Buyer set forth in this Agreement (considered collectively) and each such representation and warranty (considered individually) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date, as if made on the Closing Date. 4.1.2 All of the covenants and obligations that Buyer is obligated to perform or comply with pursuant to this Agreement (considered collectively) and each such covenant and obligation (considered individually) shall have delivered been performed and complied with in all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowmaterial respects. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as 4.1.3 As of the Closing Date Date, there shall not be in effect any Legal Requirement or other applicable date (other than any Order that prohibits the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure transfer of any material portion of the condition Purchased Assets by Seller to Closing are set forth therein)Buyer. 4.1.4 Since the Effective Date, there shall not have been commenced or Threatened against Seller shall have the right to or any Affiliate of Seller any Proceeding (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction seeking material Damages or other material relief in connection with any aspect of such condition, in which event Seller shall be conclusively deemed to have waived any such conditionthis transaction, or (ii) terminate that could reasonably be expected to have the effect of preventing or making illegal this Agreement upon written notice transaction. 4.1.5 Neither the consummation of this transaction nor the performance of Seller’s obligations hereunder shall, directly or indirectly (with or without notice, lapse of time, or both), contravene, conflict with, result in a violation of, or cause Seller or any Affiliate of Seller to Buyer prior to Closingsuffer any material adverse consequence under any applicable Legal Requirement or Order that has been published, in which case introduced, or otherwise proposed by or before any Governmental Authority since the provisions Effective Date. 4.1.6 H-S-R Compliance shall have been obtained. 4.1.7 The Bankruptcy Court shall have entered the Approval Order and such order shall not have been stayed as of Paragraph 3(f) shall applythe Closing Date.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions shall be are subject to and conditioned upon the followingfulfillment or waiver by Seller of the following conditions: (i) Buyer’s the representations and warranties being of Buyer in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing and Date; (ii) Buyer shall have performed or complied in all material respects with its covenants in this Agreement to be performed prior to the Closing; (iii) Buyer shall have delivered all documents required to be delivered Seller a certificate executed by an officer of Buyer pursuant to Paragraph 5(bthe effect that the conditions set forth in clauses (i) below. and (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either above have been satisfied; (aiv) terminate this Agreement with respect all waiting periods and approvals applicable to the Commerce Property Transactions under applicable Competition/Regulatory Laws (but except for competition Laws that the Parties agree do not the other Propertiesapply or pose a substantial risk to Seller and Buyer (“Immaterial Competition Laws”), if any), including the Merger Orders, shall have expired or been obtained; (v) on the Closing Date, there shall not be in effect any Order directing that the Transactions not be consummated or which event has the effect of rendering it unlawful to consummate the Transactions (other than as a result of any action of Seller); and (vi) Buyer’s Broker shall have submitted, on behalf of Buyer, the highest bid in the Auction and paid the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied Broker as contemplated in Section 2.1(d) for release of the Closing Date or other applicable date (other than the condition Purchase Price to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision All of this Agreement, the obligation obligations of Seller to consummate the Transactions shall be Sellers hereunder are subject to the satisfaction of every one of the following conditions precedent unless, and conditioned upon only to the followingextent, waived in writing by Sellers: (i) Buyer’s 4.2.1. the representations and warranties being of Buyer in this Agreement shall be true and correct in all material respects as of the Closing date hereof, and the covenants, agreements and undertakings of Buyer herein have been complied with in all material respects; 4.2.2. all Required Consents have been received by Sellers; 4.2.3. no proceeding is pending or threatened by or before any arbitrator or governmental authority to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or the consummation of the transactions contemplated hereby; and 4.2.4. the Bank Debt shall have been paid in full to the Lenders, all original guaranties provided by the Sellers or any other Person shall have been returned to Sellers and marked "cancelled," and the liens and security interests granted to the Lenders securing the Bank Debt shall have been released and terminated, and evidence of such release and termination shall have been delivered all documents required to be Sellers; and 4.2.5. at the Closing, Buyer has tendered to Sellers the following documents, executed in a manner and otherwise in form and substance reasonably satisfactory to Sellers: 4.2.5.1. an opinion of counsel for Buyer, dated as of the Closing Date, substantially in the form of Exhibit 4.2.5.1; 4.2.5.2. a copy of resolutions duly adopted by the board of directors of Buyer authorizing the execution and delivery of this Agreement and any other agreement executed and delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction in connection herewith and the consummation of the [REDACTED] Waiver Conditiontransactions herein and therein contemplated to be consummated by Buyer, duly certified, by the secretary of Buyer; 4.2.5.3. In a certificate, dated as of the event Closing Date, of a responsible officer of Buyer to the [REDACTED] Waiver Condition is effect that all of the conditions precedent to Buyer's obligations in Section 4.3 that have not satisfied at or prior been waived by Buyer have been satisfied; 4.2.5.4. a certificate of the secretary and another officer of Buyer that contains their certification of the names and signatures of the officers of Buyer who have been authorized to Closing, then Seller may elect to either (a) terminate execute and deliver this Agreement and any other instrument and agreement executed and delivered on behalf of Buyer in connection herewith; 4.2.5.5. a copy of the articles or certificate of incorporation of Buyer certified as correct and complete as of a recent date by the Secretary of State or comparable official of the jurisdiction of incorporation of Buyer, together with respect a certificate containing the attestation of such official as to the Commerce Property (but not the other Properties), good standing of Buyer in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination)such jurisdiction, and a copy of the Closing shall proceed with respect to all other Propertiesbylaws of Buyer, or (b) elect to continue this Agreement in full force as amended, certified as correct and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied complete as of the Closing Date by the secretary of Buyer; and 4.2.5.6. such other documents or other applicable date (other than certificates reasonably requested by Seller to effectuate the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applytransactions contemplated hereby.

Seller’s Conditions. Notwithstanding any other provision Subject to the terms of this Agreement, the Seller shall have no obligation of Seller to consummate the Transactions shall be subject to and conditioned upon transaction contemplated hereby at the followingClosing unless: (i) Buyer11.2.1 the Purchaser’s Update Certificate indicates that Purchaser’s representations and warranties being as set forth in Section 10.2 hereof are true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date in all material respects without being modified as of the Closing Date to reflect changed facts or circumstances; 11.2.2 Purchaser has performed in all material respects all of the obligations on Purchaser’s part to be performed on or prior to the Closing Date (including without limitation Purchaser’s obligations under Sections 7.3 and 7.4 hereof); and 11.2.3 all other applicable date (other than the condition to Closing conditions precedent set forth in Paragraph 3(g)(ii) for which herein to Seller’s rights for such failure of obligations to consummate the condition to Closing are set forth therein), transaction contemplated hereby have been satisfied in all material respects. Seller shall have the right to waive any such conditions precedent to Seller’s obligation to consummate the transaction contemplated hereby. If Seller elects to proceed to the Closing with actual knowledge of (i) nevertheless proceed a default in any of the covenants, agreements or obligations to be performed by Purchaser under this Agreement, and/or (ii) an inaccuracy in or untruthfulness of any representation or warranty of Purchaser made in this Agreement, then, upon the consummation of the Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) default and/or inaccuracy and shall applyhave no claim against Purchaser on account thereof.

Seller’s Conditions. Notwithstanding any other provision All of the obligations of Seller hereunder are subject to the satisfaction prior to or at the Closing, or on or before the date indicated in this Agreement, as the obligation case may be, of Seller to consummate each of the Transactions shall be following conditions (collectively, the "SELLER'S CONDITIONS PRECEDENT"), subject to and conditioned upon the followingno reservations, restrictions, conditions or limitations unsatisfactory to Buyer: (ia) All conditions precedent to Seller's obligations provided for in any other section of this Agreement have been satisfied. (b) Seller shall have obtained all approvals necessary to transfer all gaming devices constituting a portion of the Property to Buyer’s . (c) The representations and warranties being true and correct of Buyer contained in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied true as of the Closing Date as though such representations and warranties were made at such time. (d) Buyer shall have performed and complied with all terms, covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (e) No action shall have been brought, and remain undismissed, alleging the illegality, invalidity of, or seeking to enjoin the transactions contemplated hereby. (f) Buyer shall have delivered to Seller such documentary and other applicable date (other than evidence as Seller or Escrow Agent may reasonably require evidencing the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure authority of the condition to Closing person or persons who are set forth therein)executing this Agreement, Seller or any other document in connection with this Agreement, on behalf of Buyer. (g) Since the date of this Agreement there shall have been no change in any applicable Law that makes it illegal for any party hereto to perform its obligations hereunder. (h) Buyer shall have delivered to Seller the right to instruments, documents and certificates described herein, including, without limitation, the items described in Section 14.02.2. (i) nevertheless proceed If applicable, Section 7A of the Xxxxxxx Act, 15 U.S.C. ss. 18A and the rules promulgated thereunder as set forth at 16 CFR xx.xx. 801 to Closing803 shall have been complied with and all waiting periods required thereby, notwithstanding the non-satisfaction including extensions thereof, shall have either expired without adverse comment or been previously terminated. (j) The transaction contemplated by that certain Stock Purchase Agreement dated as of such conditioneven date herewith by and among Anchor, in which event Seller Xxxxxx, and certain other parties thereto shall have been consummated and shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyfull force and effect.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller’s obligation to sell the obligation of Seller to consummate the Transactions Property shall be subject to and expressly conditioned upon the fulfillment to Seller’s satisfaction of each of the following: (ia) The delivery and performance of all documents and closing items required to be delivered or performed by Buyer’s representations ; and (b) The performance and warranties being true and correct observation by Buyer, in all material respects respects, all covenants and agreements set forth in this Agreement to be performed and observed by Buyer as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction Date, including, without limitation, the timely payment of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), Deposit and the Closing shall proceed with respect to all other PropertiesRemaining Balance. 3.5 PURCHASE “AS IS”. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, or SELLER MAKES NO OTHER (bAND SPECIFICALLY DISCLAIMS ANY) elect to continue this Agreement in full force and effect with respect to the Commerce PropertyREPRESENTATIONS, WARRANTIES COVENANTS, AGREEMENTS OR GUARANTIES OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN PAST, PRESENT OR FUTURE. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein)EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, Seller shall have the right to (i) nevertheless proceed to ClosingBUYER AGREES, notwithstanding the nonACKNOWLEDGES AND ACCEPTS THAT THE PROPERTY IS BEING SOLD ON AN “AS-satisfaction of such conditionIS”, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply“WHERE-IS” BASIS WITH ALL FAULTS AND CONDITIONS THEREON. THIS SECTION WILL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT MERGE INTO THE DEED.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the Seller’s obligation of Seller to consummate the Transactions transactions contemplated hereunder is subject to Seller having obtained any and all Approvals required with respect to the performance of its obligations under this Agreement and such Approvals shall be subject in form and substance satisfactory to Seller in its sole and conditioned absolute discretion; provided that, in the event that Seller learns that a required Governmental Approval is lacking and after reasonable effort is not and will not be forthcoming (such reasonable effort to be determined by Seller), Seller may at any time upon ten (10) days’ written notice to Buyers terminate this Agreement. By way of emphasis and not limitation, a Governmental Approval is lacking if at any time during the following: Term hereof a Governmental Authority issues a determination that (i) Buyer’s representations revokes, denies, imposes, or materially and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. adversely modifies a Governmental Approval; (ii) The satisfaction results in a material change to this Agreement; (iii) materially impairs the Seller’s benefits under this Agreement or the Seller’s ability to perform hereunder; or (iv) creates material uncertainty that any of the [REDACTED] Waiver Conditionforegoing could occur. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to ClosingUpon such a determination, then Seller may elect to either suspend its performance hereunder (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event Buyer’s performance shall also be suspended) pending the Purchase Price shall be reduced by resolution of such determination or uncertainty or the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation ultimate exercise of Seller’s termination rights under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySection 10.1.

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller Sellers hereunder to consummate the Transactions shall be close are subject to and conditioned upon satisfaction of each of the followingfollowing conditions precedent: (ia) Buyer’s All representations and warranties being of Purchaser in this Agreement shall be true on and correct as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate to such effect dated as of the Closing Date; (b) Purchaser shall have performed and complied in all material respects as with all of its covenants and obligations under this Agreement which are to be performed or complied with by Purchaser on or prior to the Closing and Buyer Date; (c) Purchaser shall have delivered all documents to Sellers the items required to be delivered by Buyer pursuant to Paragraph 5(b) below.and performed their obligations under Section 2.4(c); (iid) The satisfaction No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent, or materially delay the Closing of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closingtransactions contemplated hereby shall have been commenced by any Person; and DLI-6447995v8 22 (e) Purchaser shall have obtained all ROFR Waivers and Ground Lessor Consents, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price and such ROFR Waivers shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect and have not been rescinded by Ground Lessors and no Ground Lessors shall have elected, asserted or attempted to assert that Ground Lessors have any further rights to acquire the Properties if the Properties are sold in accordance with respect the terms and conditions of this Agreement to Purchaser or its permitted assignee(s) in accordance with Section 11.3 below. In the Commerce Property. If event that any condition to Seller’s obligation Sellers’ obligations to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing close set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of this Section 7.2 is not satisfied on or prior to the condition to Closing are set forth therein)Date, then Seller shall have the right option to either (ix) nevertheless to waive such unsatisfied condition(s) and proceed in accordance with the terms of this Agreement as to all Properties, (y) to terminate this Agreement as to all Properties by providing written notice of termination to Purchaser prior to or at the Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (iiz) terminate this Agreement upon written notice to Buyer prior to Closingexercise its rights under Article IX hereof, in which case the provisions of Paragraph 3(f) shall applyas applicable.

Seller’s Conditions. Notwithstanding any other provision of this AgreementThe following are conditions precedent to Seller’s obligation to perform in accordance with Section 3(a) above, the obligation satisfaction of which may be waived by Seller to consummate the Transactions shall be subject to and conditioned upon the followingin writing: (i) Buyer’s Buyer shall have delivered to Seller the Cash Payment. (ii) Neither party shall be subject, on the Closing Date, to any order, decree or injunction of a court of competent jurisdiction that enjoins or prohibits the consummation of this Agreement or the transactions contemplated hereby, nor shall there be pending a suit or proceeding by any Governmental Authority that seeks injunctive or other relief in connection with this Agreement or the transactions contemplated hereby. (iii) All representations and warranties being of Buyer contained in the Transaction Documents shall be true and correct in all material respects as of the Closing and Date as though made as of such date (except as otherwise contemplated by this Agreement). Buyer shall have delivered performed and complied in all documents material respects with all covenants and agreements contained in this Agreement required to be delivered performed and complied with by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied it at or prior to Closing, then the Closing Date. The Seller may elect to either (a) terminate this Agreement with respect shall have received a certificate to the Commerce Property matters set forth in this subparagraph signed on behalf of Buyer by its Chief Executive Officer. (but not iv) All documents required to have been executed and/or delivered by Buyer to the other Properties)Seller, in which event and all actions required to have been taken by Buyer, at or prior to the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce PropertyClosing Date, neither party shall have any further liability been delivered or obligation under this Agreement with respect to taken. (v) Seller shall have received from Buyer copies, certified by its Secretary or an Assistant Secretary, of resolutions of Buyer’s board of directors authorizing the Commerce Property (except for the provisions execution, delivery and performance of this Agreement which recite that they survive termination), and all instruments and documents to be delivered in connection herewith and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applytransactions contemplated hereby.

Seller’s Conditions. Notwithstanding any other provision of Seller’s obligation to close this Agreement, the obligation of Seller to consummate the Transactions transaction shall be subject to and conditioned contingent upon the followingsatisfaction (or waiver by Seller in its sole discretion) of each of the following conditions: (i) Buyer’s 4.1.1 All representations and warranties being of Buyer set forth in this Agreement (considered collectively) and each such representation and warranty (considered individually) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date, as if made on the Closing Date. 4.1.2 All of the covenants and obligations that Buyer is obligated to perform or comply with pursuant to this Agreement prior to or at the Closing (considered collectively) and each such covenant and obligation (considered individually) shall have delivered been performed and complied with in all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowmaterial respects. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as 4.1.3 As of the Closing Date Date, the STB Approval shall have been obtained and there shall not be in effect any Legal Requirement or other applicable date (other than any Order that prohibits the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure transfer of the condition Klamath Northern Stock or the Equipment Leases by Seller to Closing are set forth therein)Buyer. 4.1.4 Since the Effective Date, there shall not have been commenced or Threatened against Seller shall have the right to or any Affiliate of Seller any Proceeding (i) nevertheless proceed to Closingseeking material Damages or other material relief in connection with, notwithstanding the non-satisfaction any aspect of such condition, in which event Seller shall be conclusively deemed to have waived any such conditionthis transaction, or (ii) terminate that could reasonably be expected to have the effect of preventing or making illegal this Agreement upon written notice transaction. 4.1.5 Neither the consummation of this transaction nor the performance of Seller’s obligations hereunder shall, directly or indirectly (with or without notice, lapse of time, or both), contravene, conflict with, result in a violation of, or cause Seller or any Affiliate of Seller to Buyer prior to Closingsuffer any material adverse consequence under any applicable Legal Requirement or Order that has been published, in which case introduced, or otherwise proposed by or before any Governmental Authority since the provisions Effective Date. 4.1.6 The Bankruptcy Court shall have entered the Approval Order and such order shall not have been stayed as of Paragraph 3(f) shall applythe Closing Date.

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon the followingsatisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Seller: (ia) Buyer’s The Buyer shall have complied in all material respects with each of its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing and Closing; (b) The Buyer shall have delivered all documents to the Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to the Buyer, and (ii) the Buyer, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branches as it has deemed appropriate; (c) All consents, approvals and authorizations required to be delivered by Buyer pursuant obtained prior to Paragraph 5(b) below.the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; PROVIDED, HOWEVER, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that the Seller in good faith determines to be materially burdensome upon the business of the Seller or upon the consummation of the transactions contemplated hereby; (iid) The satisfaction There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the [REDACTED] Waiver Condition. In transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the event adverse determination of which would result in such order, decree or judgment; provided, that in the [REDACTED] Waiver Condition is not satisfied at case of such material pending or prior to Closingthreatened action, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertyproceeding or investigation, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation decline to proceed with the Closing hereunder has not pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; and (e) This Agreement and the transactions contemplated hereby shall have been satisfied as approved by the requisite vote or consent of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure holders of outstanding securities of the condition to Closing are set forth therein)Buyer if such approval is required by applicable law, Seller shall have contract, the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction Buyer's Articles of such condition, in which event Seller shall be conclusively deemed to have waived any such conditionIncorporation or Bylaws, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyotherwise.

Seller’s Conditions. Notwithstanding any other provision of this AgreementSeller’s obligation to proceed to Closing is, the obligation of Seller to consummate the Transactions shall be at Seller’s election, subject to and conditioned upon the followingfulfillment of each of the following conditions, prior to or at Closing: (i) Buyer’s All representations and warranties being of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made as of the Closing Date, and Buyer shall have delivered have, in all documents material respects, performed and satisfied all covenants and fulfilled all conditions required to be delivered by Buyer pursuant to Paragraph 5(b) belowthis Agreement. (ii) The satisfaction aggregate downward adjustment to the Purchase Price to be applied at Closing due to any Title Defects and Environmental Conditions does not exceed twenty percent (20%) of the [REDACTED] Waiver ConditionPurchase Price. (iii) Buyer has executed and/or delivered, as applicable, all of the items listed in Article 10(b)(i), (ii), and (iii). In Notwithstanding anything to the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closingcontrary, then Seller may elect to either (a) may, in its sole discretion, terminate this Agreement with respect to if any or all of the Commerce Property (but not the other Propertiesconditions set forth in Article 10(d)(i), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive terminationii), and the Closing shall proceed with respect to all other Properties, or (biii) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has have not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to ClosingDate, in which case this Agreement shall be of no further force and effect, Seller shall retain the provisions Deposit, and neither Party shall have any further obligation or liability hereunder. Notwithstanding anything to the contrary, Seller may, in its sole discretion, terminate this Agreement if the conditions set forth in Article 10(d) have not been satisfied as of Paragraph 3(f) the Outside Date, in which case this Agreement shall applybe of no further force and effect, Seller shall return the Deposit to the Buyer, and neither Party shall have any further obligation or liability hereunder.

Seller’s Conditions. Notwithstanding any other provision Seller’s obligation to close this transaction is subject to the satisfaction (or waiver by Seller in writing) of the following conditions on and as of the Closing Date (each a “Seller’s Condition to Closing”), unless an earlier date is specified in this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true set forth in this Agreement are true, complete and correct in all material respects on and as of the Closing Date; (ii) Buyer has performed in all material respects all of its obligations to be performed by Buyer on or before the applicable Closing; and DocuSign Envelope ID: B6D9F1C1-D8C9-42D7-A6EE-6EEFA52289F6 (iii) Buyer shall have delivered all documents required those items described in Paragraph 10(b) hereof as provided in this Agreement. If the Closing fails to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at occur on or prior to Closingthe Closing Date because a Seller’s Condition to Closing is not satisfied, then Seller may shall elect by written notice delivered to Buyer and Escrow Agent on or before 5:00 p.m. on the Closing Date to either (a) terminate this Agreement waive all unsatisfied Seller’s Condition(s) to Closing and proceed with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, on that date which is not later than three (3) Business Days after the Closing Date or (b) elect to continue terminate this Agreement in full force and effect with respect to retain the Commerce PropertyXxxxxxx Money Deposit. If any condition Seller fails to deliver the written notice described above, then Seller shall be deemed to have elected to waive and proceed pursuant to option (a). Notwithstanding the foregoing, if the failure of a Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition Condition to Closing set forth is caused by a default by Buyer that is not cured by Buyer within the Buyer Cure Period (as defined in Paragraph 3(g)(ii) for which Seller’s rights for such failure 19 of the condition to Closing are set forth thereinthis Agreement), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding exercise the non-satisfaction of such condition, remedies described in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply19.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate the Transactions shall portions of the Transaction to be performed by it in connection with the Closing is subject to the timely fulfillment or waiver of each and conditioned upon all of the followingfollowing conditions: (ia) Buyer’s The representations and warranties being of Buyer set forth in Article 5 shall be true and correct in all material respects at and as of the Closing Date; (b) Buyer shall have performed and complied in all material respects with all of its covenants, agreements and obligations hereunder through the Closing; (c) Buyer shall have received the Buyer's Regulatory Approvals without terms and conditions that are reasonably likely to have an adverse effect on Seller and/or any of the CL&P Facilities, as determined by Seller in its sole and absolute discretion; (d) Seller shall have received the regulatory and/or other approvals and Permits required in connection with the execution, delivery or performance of the Transaction Documents by Seller as set forth in Schedule 8.2(d) (collectively, "Seller's Regulatory Approvals"), all on final and non-appealable terms and conditions acceptable to Seller in its sole and absolute discretion; Execution Version - Confidential (e) There shall not be any Order in effect or pending that would prevent or inhibit consummation of the Transaction; (f) Buyer shall be (i) a Participating Transmission Owner in good standing under the TOA and otherwise with ISO-NE; and (ii) participant of CONVEX (including as a counterparty to an agreement for CONVEX services that include transmission system operating functions, emergency load shedding and restoration services); (g) Buyer and CMEEC shall have performed and complied in all material respects with all of their respective covenants, agreements and obligations under the Support Agreement; (h) Buyer and CMEEC shall have performed and complied in all material respects with all of their respective covenants, agreements and obligations under any Contract between Buyer and/or CMEEC, as one party, and Seller and/or any of its Affiliates, as the other party; (i) Buyer shall have complied in all material respects with the delivery requirements of Section 4.3; and (j) The Parties shall have agreed on the Cost Allocation for the initial Calculation Period under the O&M Agreement, as determined in accordance with the O&M Agreement, and Buyer shall have delivered all documents required to be delivered by Buyer paid the first monthly installment of such Cost Allocation pursuant to Paragraph 5(bthe O&M Agreement. The conditions precedent set out in this Section 8.2 are inserted for the exclusive benefit of Seller, and any such condition may be waived in whole or in part by Seller by (written) below. (ii) The satisfaction of notice to Buyer prior to the [REDACTED] Waiver ConditionClosing. In the event that all of the [REDACTED] Waiver Condition is conditions precedent set out in this Section 8.2 are not satisfied at fulfilled or prior to Closingwaived on or before April 30, then 2011, Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closingin accordance with Section 14.2, and, in which case such event, the provisions of Paragraph 3(f) Parties shall applybe released from any and all obligations under this Agreement and the other Transaction Documents, except for the obligations hereunder that survive termination.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate at the Transactions shall be Closing are, at its option, subject to and conditioned upon the followingsatisfaction at or prior to the Closing of the following conditions: (i) Buyer’s The representations and warranties being of Buyer and Parent set forth in Article IV shall be true and correct in all respects (without regard to materiality or material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(badverse effect qualifiers) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for those breaches, if any, of such representations and warranties that in the condition aggregate would not have a Material Adverse Effect (except with respect to Closing the representation and warranty set forth in Paragraph 3(g)(iiSection 4.2(g) for which Seller’s rights for such failure shall be true in all respects) and (ii) Buyer shall have performed, or complied with, in all material respects, the agreements and covenants required by this Agreement to be performed and satisfied by Buyer prior to or at the Closing. (b) No material action, suit or proceeding affecting all or substantially all of the condition to Closing are set forth therein), Seller Properties shall have the right to been instituted by any Third Party acting in good faith before, and no material order, award or judgment shall have been issued by, any Governmental Authority (i) nevertheless proceed seeking to Closingrestrain or prohibit, notwithstanding or restraining or prohibiting, the non-satisfaction of such conditionconsummation, in which event Seller shall be conclusively deemed to have waived any such conditionwhole or in substantial part, of the transactions contemplated hereby or (ii) terminate this Agreement upon written notice seeking to Buyer prior obtain damages from a Party, or ordering any Party to Closingpay damages, in which case respect of all or substantially all of the provisions transactions contemplated hereby. (c) Buyer shall have delivered (or be ready, willing and able to deliver at the Closing) to Seller all of Paragraph 3(fthe Buyer Deliverables. (d) The Parties shall applyhave received all necessary waivers and approvals, all waiting periods shall have expired without any adverse notice or action having been taken and there shall be no legal impediment under the HSR Act to the Closing. (e) Buyer and Parent shall have delivered the Certificate in the form of Exhibit G-2.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions It shall be subject a condition precedent to and conditioned upon Seller’s obligation to close each Takedown, that the followingfollowing conditions (“Seller’s Conditions Precedent”) have been satisfied: (i) Buyer’s representations Purchaser and warranties being true and correct in all material respects as other homebuilders are under contract to purchase at least 250 of the Closing Lots in Phase B, and Buyer shall have delivered close the initial purchase of lots under some or all documents required to be delivered of such purchase and sale agreements as determined by Buyer pursuant to Paragraph 5(b) belowSeller simultaneously (the “Initial Purchase Condition”). (ii) The satisfaction Seller shall have satisfied, or is reasonably certain it will be able to satisfy, its obligations with respect to the Interchange Upgrades, on or before the Substantial Completion Deadline (as set forth in the Lot Development Agreement) for such Takedown, such that Purchaser shall not be prevented from obtaining building permits to construct Houses on Lots acquired at such Takedown no later than the applicable Substantial Completion Deadline (the “Interchange Condition”) and will not be prevented from obtaining certificates of occupancy for such Houses, solely as a result of Seller’s failure to timely satisfy the Interchange Condition. Seller agrees to use commercially reasonable, good faith efforts to timely satisfy the Seller’s Conditions Precedent. If for any reason other than Seller’s fault or exercise of its discretion, either Seller’s Condition Precedent is not satisfied on or before a Closing Date, Seller may elect to: (1) terminate this Contract by giving written notice to Purchaser at least ten (10) days prior to such Closing; (2) waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing (provided, however, that such waiver shall not apply to any subsequent Closings); or (3) extend the applicable Closing Date for a period not to exceed ninety (90) days by giving written notice to Purchaser on or before the applicable Closing Date, during which xxxx Xxxxxx shall use commercially reasonable efforts to cause such unsatisfied Seller’s Conditions Precedent to be satisfied (and during such extension period, the Escalator be tolled on a day-for-day basis equal to the length of such extension period). If Seller elects to extend any Closing Date and the unsatisfied Seller’s Condition Precedent is not satisfied on or before the last day of the [REDACTED] Waiver Condition90-day extension period for any reason other than Seller’s fault or exercise of its discretion, then Seller shall elect within five (5) business days after the end of such extension period to either terminate this Contract or waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing. In the event the [REDACTED] Waiver Condition is not satisfied at or prior Seller terminates this Contract pursuant to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other PropertiesSection 6(a), in which event that portion of the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party returned to Purchaser. Failure to give a termination notice as described above shall have any further liability or obligation under be an irrevocable waiver of Seller’s right to terminate this Agreement with respect Contract as to the Commerce Property (except for the provisions of affected Takedown pursuant to this Agreement which recite that they survive terminationSection 6(a), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions It shall be subject a condition precedent to and conditioned upon Seller’s obligation to close each Takedown, that the followingfollowing conditions (“Seller’s Conditions Precedent”) have been satisfied: (i) Buyer’s representations Purchaser and warranties being true and correct in all material respects as other homebuilders are under contract to purchase at least 250 of the Closing Lots in Phase B, and Buyer close the initial purchase of lots under some or all of such purchase and sale agreements as determined by Seller simultaneously (the “Initial Purchase Condition”); provided, that once such Initial Purchase Condition has been satisfied, it shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowconsidered satisfied at each subsequent Closing. (ii) The satisfaction Seller shall have satisfied, or is reasonably certain it will be able to satisfy (and Purchaser reasonably concurs with such determination), its obligations with respect to the Interchange Upgrades, on or before the Substantial Completion Deadline (as set forth in the Lot Development Agreement) for such Takedown, such that Purchaser shall not be prevented from obtaining building permits to construct Houses on Lots acquired at such Takedown no later than the applicable Substantial Completion Deadline (the “Interchange Condition”) and will not be prevented from obtaining certificates of occupancy for such Houses, solely as a result of Seller’s failure to timely satisfy the Interchange Condition. Seller agrees to use commercially reasonable, good faith efforts to timely satisfy the Seller’s Conditions Precedent. If for any reason other than Seller’s fault or exercise of its discretion, either Seller’s Condition Precedent is not satisfied on or before a Closing Date, Seller may elect to: (1) terminate this Contract by giving written notice to Purchaser at least ten (10) days prior to such Closing; (2) waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing (provided, however, that such waiver shall not apply to any subsequent Closings); or (3) extend the applicable Closing Date for a period not to exceed ninety (90) days by giving written notice to Purchaser on or before the applicable Closing Date, during which xxxx Xxxxxx shall use commercially reasonable efforts to cause such unsatisfied Seller’s Conditions Precedent to be satisfied. If Seller elects to extend any Closing Date and the unsatisfied Seller’s Condition Precedent is not satisfied on or before the last day of the [REDACTED] Waiver Condition90-day extension period for any reason other than Seller’s fault or exercise of its discretion, then Seller shall elect within five (5) business days after the end of such extension period to either terminate this Contract or waive the unsatisfied Seller’s Condition(s) Precedent and proceed to the applicable Closing. In the event the [REDACTED] Waiver Condition is not satisfied at or prior Seller terminates this Contract pursuant to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other PropertiesSection 6(a), in which event that portion of the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party returned to Purchaser. Failure to give a termination notice as described above shall have any further liability or obligation under be an irrevocable waiver of Seller’s right to terminate this Agreement with respect Contract as to the Commerce Property (except for the provisions of affected Takedown pursuant to this Agreement which recite that they survive terminationSection 6(a), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision anything in this Agreement to the contrary, Seller’s obligation to sell the Assets will be subject to the satisfaction or waiver of the following conditions: (a) receipt of a consent to the Lease Assignment and Assumption from the Landlord for each of the Real Property Leases identified on Schedule 4.1(d) of this Agreement; (b) execution and delivery of the Applebee’s Development Agreement and Applebee’s Franchise Agreements by Buyer and Franchisor and Franchisor’s confirmation of receipt of all payments due from Buyer thereunder, including $2,205,000 in franchise fees; provided, however, Franchisor’s execution of the obligation Applebee’s Development Agreement and Applebee’s Franchise Agreements will only be a condition of Seller if the conditions to consummate Franchisor’s consent set forth in Section 7.3 of this Agreement or the Transactions shall be subject to and conditioned upon the following:Franchisor Consent Letter have not been satisfied; (ic) execution and delivery of the Conveyance Documents by Buyer’s representations ; (d) receipt of the Purchase Price in accordance with Section 3.2 and warranties being true Section 3.3 and correct in all material respects the prorations pursuant to Section 3.3 of this Agreement on the Closing Date; (e) the aggregate amount past due from Buyer and its Affiliates to Franchisor must not exceed $10,000; (f) Buyer and Seller and its Affiliates must have agreed to Schedule 2A, Schedule 2B and Schedule 4.1(k), provided, however, Buyer and Seller will be deemed to have agreed to such schedules to the extent such schedules are partially complete as of the Closing Effective Date, in which case, Buyer and Seller and its Affiliates must have agreed to any additions thereto proposed by either Buyer or Seller for contracts not disclosed to Buyer prior to the Effective Date; (g) receipt of consent of each third party required for the assignment of the Assumed Contracts set forth on Schedule 4.1(k), in each case, as required by the terms of such Assumed Contract; provided, however, this closing condition will not apply to the Real Property Leases; (h) Buyer shall have delivered all documents required to be delivered by Seller a certificate of an officer of Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied dated as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to certifying that Buyer has (i) nevertheless proceed performed and complied in all material respects with all of Buyer’s covenants and obligations under this Agreement which are to Closing, notwithstanding be performed or complied with by Buyer prior to or on the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or Closing Date; and (ii) terminate all representations and warranties of Buyer in this Agreement upon written notice shall be true on and as of the Closing Date in all material respects; (i) no applicable law or injunction enacted, entered or issued by any governmental body or other legal restraint preventing the consummation of the transactions contemplated hereby shall be in effect; (j) Buyer and Seller and its Affiliates must have agreed to any additions to Schedule 2C after the Effective Date; provided, that, the parties hereby agree that an item located at a Restaurant(s) will be added to Schedule 2C without further approval by Buyer prior if it is owned by a vendor and the item would be permitted to Closingremain in the Restaurant(s) after the Closing if Buyer continued the applicable relationship with such vendor after the Closing (whether or not Buyer actually continues such vendor relationship); (k) receipt of copies of the resolutions of the board of managers and members of Buyer authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or other proof of such authorization by Buyer reasonably acceptable to Seller, certified, in which either case as of the provisions Closing Date by an authorized officer of Paragraph 3(fBuyer; (l) shall applyBuyer and Seller and its Affiliates must have agreed to Schedule 2E; and (m) receipt of consents from underlying fee owners and/or the underlying lenders for each of the Real Property Leases and the Applebee’s Leases, in each case, solely to the extent such agreement is necessary for Seller to assign its interest in each of the Real Property Leases or execute the Applebee’s Leases, as applicable, without breaching any direct contractual obligations of Seller to Landlords or other third parties.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate sell and convey the Transactions shall be Subject Property under this Agreement is subject to the satisfaction of each and conditioned upon every one of the followingfollowing conditions precedent or conditions concurrent, the satisfaction of which may be waived only in writing by Seller: (i1) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents the Buyer’s Closing Documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.under Section 9 of this Agreement; (ii2) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party Buyer shall have any further liability or obligation performed all of Buyer’s covenants and obligations under this Agreement with respect to the Commerce Property Closing; (except for the provisions of this Agreement which recite that they survive termination), 3) Buyer’s warranties and the Closing representations set forth herein shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force be true and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied correct as of the Closing Date; (4) Seller’s Board of Directors shall, no later than September 16, 2005, have approved in all respects, as provided under Section 5 of this Agreement, Seller’s consummation of the transaction contemplated by this Agreement; (5) At no time between the Effective Date and the Closing Date shall any of the following have been done by or against or with respect to Buyer: (i) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other applicable date similar law; (other ii) the appointment of a trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors; and (6) Buyer, after having received from Seller, not less than five (5) days before the condition Closing Date, written notice of Buyer’s default in any of its covenants or obligations under this Agreement, shall not have failed to Closing cure such default. Buyer hereby covenants that Buyer shall exercise all reasonable and diligent efforts to cause the conditions set forth in Paragraph 3(g)(iithis Section 15(a) for which Seller’s rights for such failure of to be fully satisfied by the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyDate.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller's obligation to carry out the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon satisfaction of all of the following:conditions set forth in this Subsection 6.1(b) (unless expressly waived in writing by it at, or any time prior to, the Closing): (i) Buyer’s The representations and warranties being of Buyer contained in this Agreement or in any certificate delivered pursuant hereto by or on behalf of Buyer shall have been true and correct in all material respects complete when made and shall also be true and complete at and as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowtime of Closing. (ii) The satisfaction Buyer shall have caused all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing to be so performed or complied with. (iii) There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of the [REDACTED] Waiver Condition. In sale of the event OAS Common Stock by Seller and no action or proceeding alleging that the [REDACTED] Waiver Condition is not satisfied at consummation of the sale of the OAS Common Stock by Seller violates or prior will violate any federal or state law, rule or regulation shall have been instituted by or before any court or governmental body to Closingrestrain or prohibit Seller from selling, then or to recover damages from Seller may elect in respect of the sale of the OAS Common Stock, unless Buyer elects to either fully indemnify and defend Seller in respect thereof. (aiv) terminate All corporate proceedings in connection with the transactions contemplated by this Agreement with respect to the Commerce Property (but not the other Properties)and all documents and instruments incident thereto, in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party reasonably satisfactory in all material respects in substance and form to Seller. (v) Buyer shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Propertiesdelivered, or (b) elect be prepared to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition deliver, to Seller’s obligation to proceed with , the Closing hereunder has not been satisfied following agreements, documents and records: (1) a certificate dated as of the Closing Date or other applicable date (other than Closing, signed by Buyer, certifying as to the condition to Closing fulfillment of the conditions set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to clauses (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or and (ii) terminate of this Agreement upon written notice Subsection 6.1(b). (2) Six Thousand Fifty Dollars ($6,050) by wire transfer or other immediately available funds which shall be paid by Buyer to Buyer prior to the Seller at the Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, Seller's obligation to deliver title to the obligation of Seller Property and otherwise to consummate the Transactions transactions contemplated hereby shall be subject to compliance by Purchaser with the following conditions precedent on and conditioned upon as of the followingClosing Date: (i) Buyer’s Purchaser shall deliver to Seller on the Closing Date the balance of the Purchase Price due pursuant to SECTION 2(b) hereof and such other amounts as are due Seller hereunder, subject to adjustment of such amount pursuant to SECTION 8 hereof; (ii) Purchaser shall deliver to Seller on the Closing Date the following, each of which shall be in form and substance reasonably satisfactory to Seller ("PURCHASER'S CLOSING DOCUMENTS"): (1) a certificate of Purchaser, dated the Closing Date, to the effect that (A) this Agreement and Purchaser's Closing Documents executed by Purchaser have been duly authorized, executed and delivered by Purchaser pursuant to all necessary resolutions or consents of the Board of Directors of Purchaser, and that said resolutions and consents remain in full force and effect, (B) appearing on said certificate is the true signature of the officer or officers of Purchaser who have executed this Agreement and who will execute all agreements and instruments to be delivered by Purchaser hereunder, (C) the executing officer or officers of Purchaser are fully authorized to act on behalf of Purchaser and (D) Purchaser's representations set forth in this Agreement remain true as of the Closing, or if not true, the specific manner in which they are not true; (2) duly executed and acknowledged counterparts of the General Assignment described in SECTION 5(a)(i)(3) hereof; and (3) sufficient funds to the Title Company to satisfy all amounts payable by Purchaser under SECTION 9(a)(i) hereof; (iii) Purchaser shall, at the reasonable request of Seller, from time to time after April 7, 2000, furnish to Seller updated financial information regarding Purchaser. (iv) The representations and warranties being of Purchaser contained in this Agreement shall be true and correct complete in all material respects as of the Closing at and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for as if such failure representations and warranties were made at and as of the condition to Closing are set forth therein), Seller Date and Purchaser shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such conditionperformed and complied with, in which event Seller shall be conclusively deemed to have waived any such conditionall material respects, or (ii) terminate all covenants, agreements, conditions, terms and provisions of this Agreement upon written notice required to Buyer be performed or complied with by Purchaser prior to or at the Closing, in which each case the provisions of Paragraph 3(f) shall applysubject only to exceptions permitted by this Agreement.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions transactions contemplated hereunder to be consummated at the Closing shall be subject to and conditioned upon the followingsatisfaction, at or prior to Closing, of all of the following conditions, any one or more of which may be waived, in whole or in part, by Seller: (ia) Buyer’s Buyer shall have complied in all material respects with each of its covenants and agreements contained herein to be performed on or prior to the Closing Date, and each of the representations and warranties being of Buyer in Section 7.2 hereof shall be true and correct in all material respects as if made at and as of the Closing and Date; (b) Buyer shall have delivered all documents to Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 9.1(a); (c) All consents, approvals and authorizations required to be delivered by Buyer pursuant obtained prior to Paragraph 5(b) below.the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that Seller in good faith determines to be materially burdensome upon the business of Seller or upon the consummation of the transactions contemplated hereby; and (iid) The satisfaction There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the [REDACTED] Waiver Condition. In transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the event adverse determination of which would result in such order, decree or judgment; provided, that in the [REDACTED] Waiver Condition is not satisfied at case of such material pending or prior to Closingthreatened action, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertyproceeding or investigation, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation decline to proceed with the Closing hereunder has pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding. (e) There shall not have been satisfied as any decrease by more than ten percent (10%) in the aggregate deposits of the Branches from the date of this Agreement to the Closing Date or other applicable date (other and there shall not have been any increase by more than 100 basis points in the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure average cost of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyDeposits.

Seller’s Conditions. Notwithstanding The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions. (a) All representations and warranties of Purchaser contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Purchaser shall have performed and satisfied all agreements in all material respects required by this Agreement to be performed and satisfied by Purchaser at or prior to the Closing. (b) Purchaser shall have materially performed or complied with all obligations, agreements and covenants contained in this Agreement as to which performance or compliance by Purchaser is required prior to or at the Closing Date. (c) Seller shall have received a certificate dated as of the Closing, executed by the President or any other provision Vice President of Purchaser, to the effect that the statements in Section 9.1(a) and 9.1(b) are true in all material respects at and as of the Closing. (d) No order shall have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreementcontract that restrains or prohibits the purchase and sale contemplated by this Agreement and which remains in effect at the time of Closing, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:except (i) Buyer’s representations and warranties being true and correct in all material respects as any order affecting a matter with respect to which Seller has been adequately indemnified by Purchaser or (ii) any order affecting only a portion of the Closing and Buyer Assets, which portion of the Assets could be treated as a Casualty Loss in accordance with Section 3.5. (e) Seller shall have been provided with such documentation or other assurance as Seller deems necessary that Purchaser has obtained, or executed the required applications to obtain, all bonds, permits, or approvals as may be required for owning or operating the Assets; or as may be necessary to comply with Purchaser’s assumption of obligations as described in Section 6.1, hereof. (f) Purchaser shall have delivered (or be ready, willing and able to deliver at Closing) to Seller, all the documents and other items required to be delivered by Buyer pursuant to Paragraph 5(b) belowPurchaser under Section 11.2 as a Closing Obligation of Purchaser. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon the followingsatisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Seller: (ia) Buyer’s The Buyer shall have complied in all material respects with each of its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing and Closing; (b) The Buyer shall have delivered all documents to the Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to the Buyer, and (ii) the Buyer, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branch as it has deemed appropriate; (c) All consents, approvals and authorizations required to be delivered by Buyer pursuant obtained prior to Paragraph 5(b) below.the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; PROVIDED, HOWEVER, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that the Seller in good faith determines to be materially burdensome upon the business of the Seller or upon the consummation of the transactions contemplated hereby; (iid) The satisfaction There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the [REDACTED] Waiver Condition. In transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the event adverse determination of which would result in such order, decree or judgment; provided, that in the [REDACTED] Waiver Condition is not satisfied at case of such material pending or prior to Closingthreatened action, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertyproceeding or investigation, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation decline to proceed with the Closing hereunder has not pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (e) This Agreement and the transactions contemplated hereby shall have been satisfied as approved by the requisite vote or consent of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure holders of outstanding securities of the condition to Closing are set forth therein)Buyer if such approval is required by applicable law, Seller contract, the Buyer's Articles of Incorporation or Bylaws, or otherwise; and (f) The transactions contemplated by the Plan of Reorganization shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applybeen consummated.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of the Seller to consummate complete the Transactions sale of the Purchased Assets hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Seller and conditioned upon the following:may be waived in whole or in part). (ia) Buyer’s Between the date hereof and the U.S. and Final Closing Dates, there shall have been no material adverse change in or to Buyer or any of its properties, assets or business; all representations and warranties being shall be true on the U.S. Closing Date and correct in all material respects as of the Final Closing Date and Buyer shall have delivered all documents required to be delivered by Buyer performed its obligations pursuant to Paragraph 5(b) belowthis Agreement and there shall have been delivered to the Seller a certificate to that effect, dated the U.S. Closing Date and Final Closing Date and signed by the President of Buyer. (b) The Buyer shall have delivered to Seller the following: (i) copies of its Charter documents as in effect immediately prior to the U.S. Closing Date, (ii) The satisfaction copies of resolutions adopted by its Board of Directors authorizing the transactions contemplated by the Agreement; (iii) a good standing certificate as of a date not more than 10 days prior to the U,S. Closing Date and (iv) such further and other documentation as reasonably requested by the Seller or its counsel. (c) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body that shall seek to restrain, prohibit, invalidate, or collect damages arising out of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closingtransactions contemplated by this Agreement, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties)and that, in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertyreasonable judgment of Seller, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation makes it inadvisable to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date transactions contemplated hereby. (other than the condition to Closing set forth in Paragraph 3(g)(iid) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have receive the right to Shares and the Payment specified in Section 2.02(b) on the U.S. Closing Date. (ie) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (iireceive the Payment specified in Section 2.02(c) terminate this Agreement upon written notice to Buyer prior to Closing, in which case on the provisions of Paragraph 3(f) shall applyFinal Closing Date.

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller and the Shareholder to consummate the Transactions transactions required to be taken by them at the Closing shall be further subject to and conditioned upon the followingfulfillment of the following conditions, any one or more of which may be waived by the Seller: (ia) Buyer’s All representations and warranties being (individually and collectively) of the Buyer in this Agreement and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties)respects, in which event each case on the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), date hereof and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date as if made on the Closing Date, but without giving effect to any supplement to the Disclosure Schedule. The Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions (individually and collectively) contained in this Agreement required to be performed and complied with by it at or other applicable date prior to the Closing Date. (other than b) The Buyer shall have delivered to the condition Seller a certificate certifying as to Closing the matters set forth in Paragraph 3(g)(iiSection 7.3(a) for which Seller’s rights for executed by its chief executive officer or president. (c) The Buyer shall have delivered each document required to be delivered and shall have made such failure of the condition payments required pursuant to Closing are set forth thereinSections 2.12(b) and 2.12(c), . (d) The Seller shall have received from the right to Buyer a certificate from the secretary of the Buyer certifying (i) nevertheless proceed to Closing, notwithstanding that attached thereto is a true and complete copy of the non-satisfaction Buyer’s articles of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or organization and all amendments thereto; (ii) terminate that attached thereto is a true and complete copy of the resolutions adopted by the managers of the Buyer authorizing the execution, delivery and performance of this Agreement upon written notice and the transactions contemplated hereby; (iii) that attached thereto is a true and complete copy of the operating Agreement the Buyer as then in effect; and (iv) as to the incumbency and signatures of any of the Buyer’s officers who shall execute documents at the Closing or who have executed the Agreement. (e) The Buyer prior shall have obtained and delivered to Closingthe Seller a certificate of existence and good standing of the Buyer from the jurisdiction of its incorporation. (f) Since the date of this Agreement, there must not have been commenced or reasonably threatened against the Seller or the Shareholder, any Proceeding (a) involving any challenge to, or seeking damages or other relief in which case connection with, any of the provisions transactions contemplated hereby or (b) that may have the effect of Paragraph 3(f) shall applypreventing or making illegal the transactions contemplated hereby.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate the Transactions shall be transactions contemplated hereby at the Closing are subject to and conditioned upon the followingsatisfaction (unless waived) of the following conditions: (ia) Seller and Buyer shall execute an agreement concerning the sale of creosote from Seller to Buyer’s , in the form attached hereto as Exhibit 5.1(b) (the "Supply Agreement"). (b) Buyer shall execute and deliver to Seller an assumption agreement pursuant to which Buyer shall assume the Assumed Liabilities in a form satisfactory to Seller. (c) Seller shall receive the opinion of Xxxxx & Xxxxxxx, L.L.P. counsel for Buyer in the form attached hereto as Exhibit C. (d) Buyer shall pay to Seller at the Closing the Purchase Price. (e) Seller shall receive from KMG Chemicals, Inc., in the form attached hereto as Exhibit 5.2(e), an irrevocable guaranty of all obligations of Buyer under this Agreement and all ancillary agreements, including but not limited to Buyer's obligations under the agreement set forth as Exhibit 5.1(b) and Buyer's obligations under Article VI of this Agreement. (f) Each of the representations and warranties being of Buyer set forth in Section 4.2 of this Agreement shall be true and correct in all material respects both on the date of this Agreement and on the Closing Date as though made on and as of each such date (except with respect to the Closing effect of transactions permitted by the provisions of this Agreement), except as to any matter waived by Seller, and Buyer shall have delivered all documents required deliver to be delivered Seller at the Closing a certificate dated the Closing Date and executed by Buyer pursuant any authorized officer to Paragraph 5(b) belowthat effect. (iig) The satisfaction Buyer shall have complied with all of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied covenants and agreements herein contained to be performed by it at or prior to the time fixed for the Closing, then and Buyer shall deliver to Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and at the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied a certificate dated as of the Closing Date or other applicable date and executed by any authorized officer to that effect. (other than the condition h) All requisite approvals, authorizations and orders of all governmental authorities pertaining to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure consummation of the condition to Closing are set forth therein), Seller transactions contemplated hereby shall have the right to been obtained. (i) nevertheless proceed to ClosingThere shall be no suit, notwithstanding the non-satisfaction of such condition, action or other proceeding pending or threatened before any court or before or by any governmental agency in which event Seller shall be conclusively deemed it is sought to have waived any such conditionrestrain, prohibit, invalidate or (ii) terminate set aside in whole or in part the consummation of this Agreement upon written notice or the transactions contemplated hereby or to Buyer prior to Closing, obtain damages in which case the provisions of Paragraph 3(f) shall applyconnection therewith.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate deliver the Transactions shall be Property to Buyer at the Time of Possession is subject to and conditioned upon the followingsatisfaction or waiver (as it relates to those conditions that are legally permissible to waive) on or prior to the Time of Possession of each of the following conditions: (i) Buyer’s (A) All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Buyer on or prior to the Time of Possession shall have been complied with and performed in all material respects, (B) except as otherwise provided in Section 8.4(b), all of the representations and warranties being of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Time of Possession as if made at and as of such time (except, in each case, to the extent the representation or warranty is expressly made as of an earlier date, in which case it shall be true and correct in all material respects as of such earlier date) and (C) all of the Closing representations and warranties of Buyer that are qualified by materiality or similar qualifiers shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Time of Possession as if made at and as of such time (except, in each case, to the extent the representation or warranty is expressly made as of an earlier date, in which case it shall be true and correct in all respects as of such earlier date). Buyer shall have delivered all documents required to be delivered Seller a certificate, executed by an officer of Buyer pursuant and dated as of the Time of Possession, to Paragraph 5(b) below.the foregoing effect; (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party Buyer shall have any further liability or obligation under this Agreement with respect to deposited the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), Deposit and the Closing shall proceed Date Payment into Escrow with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied Escrow Agent as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(iiArticle II and in Section 11.3(a) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller hereof; and (iii) Buyer shall have delivered to Escrow Agent the right to (i) nevertheless proceed to Closinginstruments, notwithstanding the non-satisfaction of such conditiondocuments, certificates, and other matters described in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applySection 11.3.

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon the followingsatisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Seller: (ia) Buyer’s The Buyer shall have complied in all material respects with each of its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing and Closing; (b) The Buyer shall have delivered all documents to the Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to the Buyer, and (ii) the Buyer, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branch as it has deemed appropriate; (c) All consents, approvals and authorizations required to be delivered by Buyer pursuant obtained prior to Paragraph 5(b) below.the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that no 18 governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that the Seller in good faith determines to be materially burdensome upon the business of the Seller or upon the consummation of the transactions contemplated hereby; (iid) The satisfaction There shall not be in effect any non-appealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the [REDACTED] Waiver Condition. In transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the event adverse determination of which would result in such order, decree or judgment; provided, that in the [REDACTED] Waiver Condition is not satisfied at case of such material pending or prior to Closingthreatened action, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertyproceeding or investigation, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation decline to proceed with the Closing hereunder has not pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (e) This Agreement and the transactions contemplated hereby shall have been satisfied as approved by the requisite vote or consent of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure holders of outstanding securities of the condition to Closing are set forth therein)Buyer if such approval is required by applicable law, Seller shall have contract, the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction Buyer's Articles of such condition, in which event Seller shall be conclusively deemed to have waived any such conditionIncorporation or Bylaws, or otherwise; and (iif) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions The Beal Xxxht of Paragraph 3(f) First Refusal shall applynot have been exercised.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation The obligations of Seller to consummate the Transactions shall be transactions contemplated by this Agreement are subject to and conditioned upon the followingfulfillment on or before the Closing Date of the following conditions: (ia) Buyer’s All of the representations and warranties being true of Purchaser contained in this Agreement and correct in all material respects as the documents evidencing Purchaser's assumption of the Assumed Agreements (the "Assumption Documents") and closing certificates delivered pursuant hereto or in connection with the consummation of the transactions contemplated hereby and all exhibits and schedules thereto shall be true on the Closing Date as if then made (except as and Buyer to the extent waived hereunder or as affected by the transactions contemplated hereby). Purchaser shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser prior to or on the Closing Date; and Seller shall have been furnished with a certificate executed on behalf of Purchaser, dated the Closing Date, representing and certifying in such detail as Seller may reasonably request to the fulfillment of the foregoing conditions. (b) All documents and proceedings of Purchaser in connection with the transactions contemplated hereby shall have been approved as to form and substance by Seller and its counsel, which approval shall not be unreasonably withheld. (c) Purchaser shall have delivered all to Seller the Assumption Documents, the Purchase Price and mortgage documents required to be delivered as contemplated by Buyer pursuant to Paragraph 5(b) belowSection 2.2 hereof. (iid) The satisfaction No action or proceeding shall be pending or, to the knowledge of Seller or Purchaser, threatened before any court or governmental body to restrain or prohibit, or to obtain material damages in respect of, this Agreement or the consummation of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then transactions contemplated hereby. (e) Purchaser and Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties)shall have received all Required Consents, in form and substance reasonably satisfactory to Seller, all of which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect on the Closing Date, and Purchaser shall have exerted its best efforts to obtain Required Consents within its power to obtain, shall have cooperated with respect Seller in obtaining Seller Required Consents and shall have fully complied with all conditions of all Required Consents to be complied with by Purchaser, to the Commerce Propertyextent Purchaser had theretofore approved thereof in writing. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.Notwithstanding the

Seller’s Conditions. Notwithstanding any other provision All of this Agreement, the obligation obligations of Seller to consummate the Transactions shall be hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions precedent unless, and conditioned upon only to the followingextent, waived in writing by Seller: (ia) Buyer’s the representations and warranties being of Buyer herein shall be true and correct in all material respects as of the Closing Date as though made at such time (except for any representation or warranty made only as of a specified date); (b) the covenants, agreements and undertakings of Buyer required by this Agreement to be performed by Buyer on or prior to the Closing Date shall have been duly complied with in all material respects as of the Closing Date; (c) all material consents of third parties set forth on Section 5.5 of the Disclosure Schedule required for the consummation of the transactions contemplated Hereby shall have been received; (d) no proceeding, investigation or inquiry shall be pending or threatened by or before any arbitrator or Governmental Authority to enjoin, restrain, or prohibit, or which questions the legality of this Agreement or the consummation of the transactions contemplated hereby, and no Applicable Law which would prevent or make illegal the consummation of the transactions contemplated hereby shall have been promulgated, enacted, entered or enforced by any Governmental Authority; (e) at the Closing, Buyer shall have delivered all documents required tendered to be delivered by Buyer pursuant Seller the following, executed in a manner and otherwise in form and substance reasonably satisfactory to Paragraph 5(bSeller: (i) below.the consideration specified in Section 2.6(a) hereof; (ii) The satisfaction promissory notes in the amounts specified in Section 2.6(b)(c), and (d); (iii) UCC Financing Statement (iv) an instrument of assumption for the Assumed Liabilities, in form and substance reasonably acceptable to the Seller, and such other documents reasonably required by Seller in order to evidence the Buyer's assumption of the [REDACTED] Waiver Condition. In Assumed Liabilities, including Seller's obligations under the event Contracts, and any lease of Personal Property included in the [REDACTED] Waiver Condition is not satisfied at or prior to ClosingAssets; (v) a copy of resolutions duly adopted by the board of directors and, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not extent required, the other Properties), in which event shareholders of Buyer authorizing the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions execution and delivery of this Agreement which recite that they survive termination), and the Closing shall proceed with respect consummation of the transactions herein contemplated to all other Propertiesbe consummated by Buyer, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied duly certified, as of the Closing Date Date, by the secretary or other applicable date any assistant secretary to Buyer; (other than the condition to Closing set forth in Paragraph 3(g)(iivi) for which Seller’s rights for such failure a certificate, dated as of the condition Closing Date, of a Responsible Officer of Buyer to Closing the effect that all of the conditions precedent to Seller's obligations in Section 3.2 that have not been waived by Seller have been satisfied, and that the representations and warranties of Buyer herein are set forth therein), Seller shall true and correct in all material respects; and (vii) a certificate of the secretary or assistant secretary of Buyer that certifies the names and signatures of the officers of Buyer who have the right been authorized to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate execute and deliver this Agreement upon written notice to and any other agreement executed and delivered on behalf of Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.connection herewith;

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate the Transactions transactions contemplated by this Agreement shall be subject to and conditioned upon the following:satisfaction, on or before the Closing Date, of each of the following conditions, any one or more of which may be waived in whole or in part in writing at the sole discretion of Seller (it being understood that if Seller elects to proceed with the Closing, the occurrence of the Closing shall be deemed to constitute a waiver of any of the following conditions not previously satisfied or waived): (i) Buyer’s representations All Buyer Fundamental Representations contained in this Agreement that are (A) qualified by materiality, shall be true and warranties being correct in all respects and (B) that are not qualified by materiality, shall be true and correct in all material respects respects, in each case as of the date hereof and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date) and (ii) all other representations and warranties of Buyer contained in this Agreement shall be true and correct as of the date of this Agreement and on and as of the Closing Date with the same force and effect as though made on the Closing Date (without regard to any express qualifier therein as to materiality), except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date) and except for breaches of such representations and warranties that, in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform the obligations required to be performed by it at the Closing. Buyer shall have performed and complied in all material respects with all of the covenants and agreements required by or pursuant to this Agreement to be performed or complied with by it on or prior to the Closing Date. On the Closing Date, Buyer shall have delivered all documents required to Seller a certificate, dated as of the Closing Date, signed by a senior officer of Buyer, as to the satisfaction of the conditions set forth in this Section 8.1(a). (b) Buyer shall have delivered or caused to be delivered to Seller all the items set forth in Article XI. (c) Approval from the Illinois Department of Insurance of the Form A application to be filed by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not and the other Properties), in which event the Purchase Price Buyer’s Approvals and Seller’s Approvals shall have been obtained and shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect without conditions that, if satisfied, undertaken or complied with, would reasonably be expected to have any of the Commerce Property. If any condition effects set forth in Section 5.2(b) as applicable to Seller’s obligation to proceed with . (d) There shall not be outstanding any temporary restraining order, preliminary or permanent injunction or other order issued by any governmental authority or other legal restraint or prohibition preventing the Closing hereunder has not been satisfied as consummation of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure execution, delivery and performance of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyAgreement.

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the The obligation of Seller to consummate the Transactions Closing hereunder shall in all respects be subject to and conditioned upon the following:satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by written notice from Seller to Buyer. (i) Buyer’s All representations and warranties being of Buyer as set forth in this Agreement shall be true and correct in all material materials respects when made and as of the date of Closing as though such representations and warranties were made on and as of the date of Closing. (ii) Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) belowof Buyer’s Closing Deliveries specified in Section 10(b). (iiiii) The satisfaction of Buyer shall have performed and satisfied its obligations under this Agreement in all material respects. Notwithstanding anything to the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition contrary contained in this Agreement, if any condition to Seller’s obligation to proceed to Closing in this Section 8 is not satisfied at as of the Closing Date, Seller’s sole and exclusive right (to be exercised not later than the Closing Date) shall be either (i) notwithstanding such fact, to waive any and all rights or prior claims with respect to any such unsatisfied obligation, and proceed to Closing, then Seller may elect or (ii) to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties)Agreement, in which event the Purchase Price Deposit shall be reduced by the Allocated Purchase Price for the Commerce Propertyreturned to Buyer, neither party whereupon all parties shall have be released from any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions any obligations that expressly survive termination of this Agreement which recite that they survive terminationAgreement), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Notwithstanding any other provision Seller's obligation to close the sale of the Real Property is subject to the satisfactory performance, occurrence or written waiver by Seller, in Seller's sole discretion, of each of the following conditions: i. Buyer shall pay the Purchase Price to Seller and shall have delivered to Seller all of the documents, properly executed, as required by Paragraph 13(b) hereof; ii. No default by Buyer shall exist under this AgreementPurchase Contract, the obligation of Seller to consummate the Transactions this Purchase Contract shall not have been terminated, and Buyer shall be subject ready, willing and able to and conditioned upon close under the following:terms hereof; (i) Buyer’s iii. The representations and warranties being true of Buyer contained in this Purchase Contract shall be true, complete and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction Date, without the necessity of any material amendment or modification, with the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full same force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as if made as of the Closing Date or other applicable date (other than Date; and iv. All conditions to Fairway Management Company's obligations at closing under the condition to Closing set forth Asset Purchase Contract shall have been fully satisfied unless waived in Paragraph 3(g)(ii) for which Seller’s rights for such failure writing by Fairway Management Company. If any of the condition to Closing foregoing conditions have not been satisfied or waived within the times and in the manner required by this Purchase Contract, Seller may terminate this Purchase Contract and seek any remedies which are set forth therein)available at law or equity, including, without limitation, specific performance; provided, however, in the event of payment by Buyer of the "Buyer's Termination Fee" under the Asset Purchase Contract, Seller shall have the no right to any other damages or relief of any kind or nature, whether at law or in equity (i) nevertheless proceed to Closingincluding, notwithstanding the non-satisfaction of such conditionwithout limitation, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyspecific performance).

Seller’s Conditions. Notwithstanding any other provision The obligations of this Agreement, the obligation of Seller to consummate the Transactions Closing shall be subject to and conditioned upon the followingsatisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by the Seller: (ia) Buyer’s The Buyer shall have complied in all material respects with each of its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing and Closing; (b) The Buyer shall have delivered all documents required to be delivered the Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by Buyer pursuant the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to Paragraph 5(b) below. the Buyer, and (ii) The satisfaction the Buyer, to and including the Closing Date, has performed such review of the [REDACTED] Waiver Condition. In books, records, files, documentation and accounts of the event Branches as it has deemed appropriate; (c) As to the [REDACTED] Waiver Condition Branch, there shall have been given, obtained or satisfied in final form any notice, approval, permit or other requirement of law or any competent governmental or regulatory authority that is not satisfied at or prior necessary to proceed with the Closing, then Seller including without limitation such approvals as may elect to either (a) terminate this Agreement with respect to be required of any California or federal bank or other financial institution regulatory agency and any other entity or entities having jurisdiction over the Commerce Property (but not Branch, the other Properties)Buyer or the Seller, and no such agency or entity shall, in connection therewith, have imposed any condition or requirement that would result in a material adverse effect on the business or prospects of the Branch or the Seller, or on the consummation of the transactions contemplated hereby; and (d) There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which event would result in such order, decree or judgment; provided, that in the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Propertycase of such material pending or threatened action, proceeding or investigation, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation decline to proceed with the Closing hereunder has not pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; and (e) This Agreement and the transactions contemplated hereby shall have been satisfied as approved by the requisite vote or consent of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure holders of outstanding securities of the condition to Closing are set forth therein)Buyer if such approval is required by applicable law, Seller shall have contract, the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction Buyer's Articles of such condition, in which event Seller shall be conclusively deemed to have waived any such conditionIncorporation or Bylaws, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall applyotherwise.