Common use of Seller’s Deliveries Clause in Contracts

Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Section 7.1, Seller shall deliver to Purchaser , at the following Closing, physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to Buyerbe executed and/or delivered to Purchaser all of the following: (a) The salethe Employment Agreement, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, executed by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerWoody; (b) A certified copies of Seller's Articles of Incorporation and By-laws; (c) certificates of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the State Corporation Commission of Virginia; (d) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (e) a certified copy of resolutions of Seller's board of directors and shareholders, authorizing the Bankruptcy Sale Order. For purposes execution, delivery and performance of clarity, the Bankruptcy Sale Order shall contain the provisions, findings this Agreement and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedSeller's Ancillary Documents; (iif) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale a xxxx of sale, executed by Seller, conveying all of the Acquired Equipment and other tangible personal property included in the Purchased Assets to Buyer is Purchaser, free and clear, other than for Assumed Liabilities, clear of any all Liens and all Liens, Claims, interests, and encumbrances containing the warranties of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller title set forth in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (xg) that the sale process conducted an assignment to Purchaser executed by Seller and/or its agents (including any auction or bid solicitation process) was non-collusiveSeller, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement assigning to be set aside pursuant to Section 363(n) purchaser all of the Bankruptcy Code; Purchased Assets (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically the Equipment), free and clear of all Liens and containing the warranties of title set forth in this Agreement with respect to Agreement. If necessary in the Assumed Liabilitiesreasonable opinion of Purchaser's counsel, Seller shall also execute and that any action threatened or commenced or claim made against Buyer deliver (in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiiirecordable form where required) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms separate assignments of any of the real estate leases which arise Purchased Assets, where applicable, in the form required by reason of Buyer conducting store closing sales the applicable governmental agencies, insurance companies, customers, lessors, and closing other parties with whom the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premisesassignments must be filed; (xvih) a closing certificate duly executed by the President and Vice President if any of Seller, on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that Seller's representations and warranties to Purchaser are true and correct as of the Bankruptcy Sale Order shall contain Closing Date as if then originally made (or, if any such provisions authorizing representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to enter into the Transition Services Agreementextent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (xviii) to the fullest extent permissible under the Bankruptcy Code and applicable lawobtained, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller all necessary Consents or alternate arrangements with respect thereto, all as reasonably acceptable to enter into the Agency Agreement and provide for Buyer to conduct store closing salesPurchaser; (xviiij) that certificates of title or origin (or like documents) with respect to all vehicles included in the Bankruptcy Sale Order shall contain such provisions authorizing Seller Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to enter into the Interim Operating Agreementbe transferred to Purchaser; (xixk) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller written opinion of counsel to enter in Seller, addressed to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatePurchaser, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer G (the “Transition Services Agreement”it being understood that Purchaser's lenders may rely upon such opinion); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (jl) An Interim Operating AgreementIRS Forms 8594, duly executed by Seller, substantially in the form of annexed hereto as Exhibit 3.2(jD. (m) attached hereto the customer list described in Section 1.2 (the “Interim Operating Agreement”c).

Seller’s Deliveries. At Not later than one (1) Business Day before the ClosingScheduled Closing Date, Seller shall deliver to the following to BuyerEscrow Holder through Escrow the following, duly executed and acknowledged as applicable by the Seller: (a) The sale, transfer, assignment, conveyance and delivery A special warranty deed in the form of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerExhibit B (“Deed”); (b) A certified copy Two original counterparts of an assignment of leases, contracts and xxxx of sale assigning and transferring the Bankruptcy Sale Order. For purposes of clarityLeases, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited toPermits, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable forPersonalty, the debts or obligations of SellerApproved Service Contracts and the Warranties, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and in the form attached hereto as Exhibit C attached hereto (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises“Assignment”); (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Closing DateInternal Revenue Code of 1986, duly executed by Seller’s Presidentas amended, certifying and the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyerregulations thereunder; (d) Good standing certificates Any required Colorado State Withholding Form(s) completed to indicate no withholding of Seller issued by taxes from the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DatePurchase Price is required; (e) A settlement statement An updated Rent Roll in the form and substance satisfactory to the parties hereto, regarding certain Closing mattersattached hereto as Schedule “1”; (f) With respect A notice to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release the tenants under the Leases in the form attached hereto as Exhibit D (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage“Tenant Notice”); (g) Such other bills of saleAll original Leases, tenant correspondence files, Service Contracts and all keys (at least one key for all apartment units), security codes, maintenance records, plans, permits, certificates of titleoccupancy, documents surveys and other instruments building specifications pertaining to the Property which Sellers possess, but only to the extent in the possession or control of transfer Seller or its property manager and such other instruments of conveyance as Buyer may reasonably request in order to effect the salefurther provided that, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of at Seller’s licenses and permits with respect election, these documents may be delivered outside of Escrow on or within a reasonable period of time after the Closing (not to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; exceed two (h2) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”Business Days); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, or deposited with Escrow Agent in the following Closing Escrow to Buyer: (a) The salebe recorded or delivered to Purchaser, transferas appropriate, assignment, conveyance and delivery all of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically documents set forth in this Agreement with respect to the Assumed LiabilitiesSection 10.3.1, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarketswhich shall have been duly executed and acknowledged (if required), including the installation and construction of signage or other alterations to the premises as required by BuyerSeller, and (ii) there shall be no restrictions or events of default that may arise under other items set forth in this Section 10.3.1 (the terms of any “Seller Closing Deliveries”), as follows: (A) A portion of the real estate leases which arise Cash Credit, as set forth on Schedule 3.3.5 attached hereto, to be paid by reason of Buyer conducting store closing sales and closing the respective Supermarkets Purchaser for the purposes of selling, remodeling, altering or renovating the subject premisesProperty; (xviB) that A closing certificate in the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into form of Exhibit D attached hereto, together with all exhibits thereto (the Transition Services Agreement“Closing Certificate”); (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (cC) A certificate, dated as deed of conveyance for the Closing Date, duly executed by Seller’s President, certifying Real Property (the accuracy of the matters set forth in Section 7.2(a) and 7.2(b“Deed”), in form and substance reasonably satisfactory typical of transactions such as the transactions contemplated herein, subject to Buyerthe Permitted Exceptions; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (eD) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills Xxxx of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially Sale in the form of Exhibit 3.2(h) attached heretoE, transferring the FF&E, Supplies, IT System, F&B, Retail Merchandise, Intellectual Property, Books and Records, Plans and Specifications, Warranties, Bookings and Accounts Receivable to allow Purchaser, on the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)terms set forth therein; (iE) An Agency Agreement substantially Assignment and Assumption of Leases, Contracts and Licenses and Permits in the form of Exhibit 3.2(iF, assigning the Tenant Leases, Contracts and Licenses and Permits to Purchaser, on the terms set forth therein; (F) attached hereto Such agreements, affidavits or other documents as may be reasonably required by the Title Company from Seller to issue the Title Policy; (the “Agency Agreement”)G) Seller’s share, to allow Buyer to act as the exclusive agent to Seller in accordance with local custom, of any real estate transfer tax declaration or similar documents required under Applicable Law in connection with the sale Real Property; (H) A FIRPTA affidavit in the form set forth in the regulations under Section 1445 of the Code; (I) To the extent not previously delivered to Purchaser, all originals (or certified copies if originals are not available) of the Tenant Leases, Contracts, Licenses and Permits, Books and Records, keys and lock combinations in Seller’s Possession, which are located at the Property on the Closing Date shall be deemed to be delivered to Purchaser upon delivery of possession of the Property to Purchaser; provided, however, that Seller shall have the right to (i) redact and reformat any Books and Records which include data or other disposition information pertaining to any other hotels owned, managed or franchised by Seller, Operating Tenant or their Affiliates, and (ii) retain copies of assets, any Books and Records delivered to Purchaser; (J) The Closing Statement prepared pursuant to Section 11.1 hereof; (K) The executed Property Level Estoppels; and (L) Such other documents and instruments as may be reasonably requested by Purchaser in order to consummate the transactions described in this Master Purchase and Sale Agreement including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Beverage Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall Sellers will deliver (or cause to be delivered) to Purchaser or the Escrow Agent all of the following to Buyerinstruments, each of which will have been duly executed and, where applicable, acknowledged and will be dated as of the Closing Date: (a) The sale, transfer, assignment, conveyance and delivery For each of the Acquired AssetsProperties, including but not limited except for the Leasehold Properties, a special warranty deed, or other customary form of deed with covenants only against grantor’s acts, conveying fee simple title of the Real Property to Purchaser or its designee, in form reasonably acceptable to Sellers, Purchaser and Title Company (“Deed”); (b) For each Leasehold Property, document conveying good and marketable indefeasible leasehold title to the Acquired ContractsLeasehold Properties (“Assignment of Ground Lease”); (c) An Assignment and Assumption Agreement for each of the Properties; (d) An Assignment of Leases for each of the Properties; (e) The Estoppel Certificates, as required under Section 7.1(g); (f) The Assignment of Intellectual Property Agreement; (g) The Alcoholic Beverage Services Agreement; (h) A FIRPTA Certificate for each Seller; (i) True and complete copies of all Warranties; (j) The Representation and Warranty Certificate; (k) The Closing Statement; (l) Notices to tenants in form reasonably acceptable to Purchaser; (m) A certificate or registration of title for any owned vehicle or other Tangible Personal Property included in the Assets which requires such certification or registration, duly executed, conveying such vehicle or such other Tangible Personal Property to Purchaser; (n) Appropriate consent of Sellers authorizing (i) the execution of any documents to be executed and delivered by Sellers prior to, at or otherwise in connection with Closing and in connection with the transactions contemplated by this Agreement, and (ii) the performance by Sellers of their obligations hereunder and under such documents; (o) One or more bills of salesale conveying Sellers’ interest in the Intangible Personal Property and Tangible Personal Property for each Property in the Properties. (p) Any real estate transfer tax declarations or similar documents required under applicable law in connection with the conveyance of the Properties; (q) All originals (or copies if originals are not available) of the Ground Leases, deedsLeases, endorsementsEquipment Leases, assignments Operating Agreements, Approvals, Books and Records and Warranties, keys and lock combinations in Seller’s possession, which will be located at the Hotels on the applicable Closing Date; (r) Such agreements, affidavits or other instruments of transfer and conveyance documents as may be reasonably required by the Title Company from the Sellers to issue the Title Policies (including, without limitation, affidavits from Sellers in form and substance reasonably acceptable to Buyer; (b) A certified copy the Title Company for the purpose of issuing the Title Policies without an exception for any materialmen’s or broker’s lien and/or to insure the period between the applicable Closing Date and the date of recording of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan StipulationDeed); and (xxs) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance Any other document or instrument reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to Purchaser or the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale Title Company or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)required herein.

Seller’s Deliveries. At On the ClosingClosing Date, Seller shall shall, upon compliance by Purchaser with its obligations under this Agreement prior to or on the Closing Date, deliver to Purchaser each of the following to Buyerfollowing: (a) The salea bargain and sale deed with covenants against grantor’s acts in recordable form, transferduly executed by Seller, assignment, conveyance and delivery of the Acquired Assets, including but not limited to convey to Purchaser title to the Acquired ContractsProperty subject only to the Permitted Encumbrances, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance which deed shall be in the form and substance reasonably acceptable to Buyerannexed hereto as Exhibit B; (b) A certified copy an Affidavit of Title duly executed by Seller in the form attached hereto as Exhibit C; (c) a termination of Master Lease 103 and Memorandum of Master Lease 103 executed by Seller and Park 103, LLC in the form attached hereto as Exhibit D; (d) a termination of Master Lease 104 and Memorandum of Master Lease 104 executed by Seller and Park 104, LLC in the form attached hereto as Exhibit E; (e) a certificate of an authorized officer of Seller certifying that all representations and warranties contained in Section 7.01 of this Agreement are true and correct as of the Bankruptcy Sale Order. For purposes Closing Date in all respects; (f) such other documents, including an appropriate consent or resolution of claritySeller’s directors, shareholder or members, as required, authorizing the transactions contemplated by this Agreement, as may reasonably be requested by Purchaser’s attorneys or Title Company, and authorizing Seller to consummate the transactions contemplated by this Agreement; (g) an affidavit sworn to by Seller in the form attached hereto as Exhibit F, stating under penalty of perjury that Seller is not a foreign person as defined in Section 1445 of the IRC and stating Seller’s United States taxpayer identification number; (h) any other tax information regarding Seller that the Settlement Agent (as that term is used in Section 6045 of the IRC) is required to report to the Internal Revenue Service pursuant to the IRC; (i) the Leases for the Property; (j) original letters to Tenant and all contractors under the Service Contracts, executed by Seller in respect of Leases or contractors, in the form attached hereto as Exhibit G; (k) if not previously delivered to Purchaser, the Bankruptcy Sale Order shall contain Estoppel Certificates as required by Section 11.03 hereof; (l) if not previously delivered to Purchaser, the provisionsISRA Transfer Approval; (m) copies of all certificates of insurance for insurance carried by Tenants naming Purchaser as an additional insured as set forth in the Leases; (n) all maintenance records for the Property in the possession, findings and orders reasonably acceptable custody or control of Seller or Linque Management; (o) certificates of occupancy covering all improvements requiring certificates of occupancy located on the Property, to the partiesextent in the possession, custody or control of Seller or Linque Management; (p) licenses and permits relating to the ownership or operation of the Property, to the extent in the possession, custody or control of Seller or Linque Management; (q) any unexpired guarantees and warranties, for improvements performed at the Property, to the extent in the possession, custody or control of Seller or Linque Management; (r) copies of all Purchaser Service Contracts being assigned to, and expressly assumed by, Purchaser, to the extent in the possession, custody or control of Seller or Linque Management; (s) a current rent roll and schedule of the date through which Base Rent and Additional Rent for each Lease (not including separately invoiced amounts for electricity) and reimbursements or other payments under the DRE and Declaration have been paid; (t) a complete set of as-built drawings, plans and specifications for the buildings and improvements located on the Property, to the extent in the possession, custody or control of Seller or Linque Management; (u) the Settlement Statement, duly executed by Seller; (v) an Assignment and Assumption of Leases in the form attached hereto as Exhibit H, duly executed by Seller; (w) an Assignment and Assumption of Service Contracts in the form attached hereto as Exhibit I, duly executed by Seller; (x) a General Assignment and Assumption of Seller’s rights in all assignable licenses, equipment warranties and guaranties, if any, in the form attached hereto as Exhibit J, duly executed by Seller; (y) an Assignment and Assumption of Brokerage Agreements in the form attached hereto as Exhibit K, duly executed by Seller; (z) a partial Assignment and Assumption of Sewer and Water Agreements in the form attached hereto as Exhibit L, duly executed by Seller; (aa) a Xxxx of Sale in the form attached hereto as Exhibit M, duly executed by Seller; (bb) any Assumption Documents required to be executed and delivered by Seller in connection with the assumption by Purchaser and/or its Affiliates of the obligations of Seller under the Loan Documents, including, but not limited to, Lender’s Consent to the following: (i) that the terms and conditions transfer of the sale of the Acquired Assets to Buyer as set forth herein are approvedProperty; (iicc) that Seller holds good all keys, passwords, combinations and indefeasible title other means of obtaining access to all areas of the Property, to the Acquired Assetsextent in the possession, custody or control of Seller or Linque Management; (iiidd) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that originals of any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s lengthdocuments, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees which are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that a Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than deliverable as specifically set forth in this Agreement with respect to Section 3.04 are not within the Assumed Liabilitiespossession, and that any action threatened custody or commenced or claim made against Buyer in respect of the Excluded Liabilities control of Seller is or Linque Management, Seller shall deliver and Purchaser shall accept copies certified to be enjoinedtrue, accurate and correct by Seller; (xiiiee) a New Jersey Affidavit of Consideration to be filed with the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer deed referred to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xivin Section 3.04(a) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulationabove; and (xxff) that possession of the Bankruptcy Sale Order shall apply Property subject only to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired AssetsPermitted Exceptions. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, do the following: (i) that 6.2.1 deliver to the terms Title Company special warranty deeds for Seller’s right, title and conditions interest to the fee-owned portions of the sale Real Property, subject to the Permitted Encumbrances, in the forms attached as Exhibit B (“Deeds”), executed and acknowledged by Sellers, which documents shall also be executed and acknowledged by Purchaser; 6.2.2 deliver to the Title Company assignments of leases for the leased portions of the Acquired Assets to Buyer Real Property, in the forms attached as set forth herein are approvedExhibit C (“Assignments of Leases”), executed and acknowledged by Sellers, which documents shall also be executed and acknowledged by Purchaser; (ii) that Seller holds good and indefeasible title 6.2.3 deliver to the Acquired AssetsTitle Company assignments of easements and licenses for the easement and license portions of the Real Property, in the forms attached as Exhibit D (“Assignments of Easements and Licenses”), executed and acknowledged by Sellers, which documents shall also be executed and acknowledged by Purchaser; 6.2.4 deliver to Purchaser a xxxx of sale for the Personal Property, in the form attached as Exhibit E (iii) that “Xxxx of Sale”), executed by Sellers, which document shall also be executed by Purchaser; 6.2.5 deliver to Purchaser an assignment of Permits and Contracts, in the sale form attached as Exhibit F (“Assignment of Permits and Contracts”), executed by Sellers, which document shall also be executed by Purchaser; 6.2.6 deliver to Purchaser possession of the Acquired Assets Assets, subject to Buyer is free and clear, other than for Assumed Liabilities, the Permitted Encumbrances; 6.2.7 deliver to Purchaser counterparts executed by Sellers of any and all Liens, Claims, intereststhose agreements required by the provisions of Article V; 6.2.8 deliver to Purchaser certified copies of each Seller’s duly executed organizational documents or governing instruments, and encumbrances certified copies of any type appropriate partnership or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified limited liability company action by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate Sellers authorizing the transactions contemplated by this Agreement and authorizing the person(s) executing the documents referenced in this Section 6.2 to comply in all respects with the terms enter into this Agreement and such other documents on behalf of this AgreementSellers; (x) 6.2.9 deliver to Purchaser a certificate that the sale process conducted representations and warranties made by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth Sellers in this Agreement with respect to the Assumed Liabilities, are true and that any action threatened or commenced or claim made against Buyer correct in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated all material respects as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) as though made at and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days as of the Closing Date; (e) A settlement statement in form and substance satisfactory 6.2.10 deliver to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, Purchaser a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills certificate of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, non-foreign status substantially in the form of attached as Exhibit 3.2(h) attached heretoG and a California Form 597W, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of attached as Exhibit 3.2(i) attached hereto (the “Agency Agreement”)H, to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Sellerexecuted by Sellers; and (j) An Interim Operating Agreement6.2.11 deliver to the Title Company such affidavits and certificates as the Title Company shall reasonably require; provided, duly executed by Sellerhowever, substantially that such affidavits and certificates do not require any increase in the form liability of Exhibit 3.2(j) attached hereto (the “Interim Operating Sellers under this Agreement”).

Seller’s Deliveries. At On or before the ClosingClosing Date, Seller Sellers shall execute (as appropriate) and deliver the following to BuyerPurchaser: (a) The saleA Special Warranty Deed for the Real Property in substantially the form of Exhibit B hereto, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited pursuant to which fee simple title to the Acquired ContractsReal Property shall be transferred by Sellers to Purchaser, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable subject to Buyerthe Permitted Exceptions (the “Special Warranty Deed”); (b) A Xxxx of Sale for the Purchased Assets in a form to be mutually agreed upon by Purchaser and Sellers, pursuant to which Sellers shall transfer the Purchased Assets to Purchaser “AS IS,” “WHERE IS,” and with all faults; (c) An Assignment and Assumption Agreement in substantially the form of Exhibit A hereto, assigning Sellers’ interests in the Assumed Liabilities to Purchaser; (d) Lease Assignments for each of the Branch Leases; (e) The Tenant Lease Assignment for the Tenant Lease; (f) Subject to the provisions of Section 8.3, such consents of landlords under the Branch Leases as shall be required pursuant to the terms of such Branch Leases to assign the Branch Leases to Purchaser (the “Landlord Consents”); (g) The Draft Closing Statement; (h) A certificate evidencing the resignation of Sellers as trustee or custodian, as applicable, with respect to each XXX and Xxxxx Plan account included in the Deposit Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto; (i) A limited power of attorney from Sellers granting Purchaser the authority to execute certain documents on behalf of Sellers in a form to be mutually agreed upon by Purchaser and Sellers; (j) The FIRPTA Affidavits; (k) A customary Seller’s affidavit as to liens and possession in the form required by the title insurance company; (l) A certified copy of the Bankruptcy Sale Order. For purposes resolutions adopted by CIB’s and Citrus’ Board of clarity, Director’s approving the Bankruptcy Sale Order shall contain Agreement and the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedtransactions contemplated thereby; (iim) that Seller holds good All exhibits and indefeasible title schedules to this Agreement current as of five (5) Business Days prior to the Acquired AssetsClosing Date; (iiin) A copy of the regulatory approvals required in connection with the Regulatory Contingencies that the sale of the Acquired Assets Sellers will need to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller satisfy in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions transaction contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (xo) Seller’s keys to the safe deposit boxes and the Safe Deposit Agreements (it being understood that these items will be transferred after the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faithBranches have closed for business on the Closing Date); (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (cp) A certificatecertificate of a proper officer of CIB and Citrus, dated as of the Closing Date, duly executed by Seller’s President, certifying to the accuracy fulfillment of the matters representations, warranties, covenants and other obligations of Sellers set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyerthis Agreement; (dq) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days A listing of the Deposit Liabilities as of the close of business on the 5th Business Day preceding the Closing DateDate (the “Deposit Listing”) on magnetic tape or utilizing such other method of information transfer that the parties may mutually agree upon, which Deposit Listing shall include account number, the deposit amount, and Accrued Interest; (er) A settlement statement in form All original notes, evidences of payment of documentary stamps, loan and substance satisfactory security agreements and collateral security of any nature whatsoever held by Sellers as collateral security for any Loans, as well as all loan files and records relating to the parties hereto, regarding certain Closing mattersLoans; (fs) With respect All signature cards, retirement account files, orders and contracts between the Sellers and customers of Deposit Liabilities, taxpayer identification numbers, certifications and records relating thereto, including the available paper records and original documents related to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageDeposit Liabilities; (gt) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership A listing of the Acquired Assets and such other documents Loans as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and close of business on the Acquired Assets and 5th Business Day preceding the operation of the business related thereto as a going concern to Buyer Closing Date (the “Transition Services AgreementLoan Listing”); (i) An Agency Agreement substantially in on magnetic tape or utilizing such other method of information transfer that the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”)parties may mutually agree upon, to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitationwhich Loan Listing shall include account number, the conduct of going-out-of-businessoutstanding principal balance, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of SellerAccrued Interest; and (ju) An Interim Operating Agreement, duly executed by Seller, substantially in Such other documents as are necessary to effect the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transactions contemplated hereby as Purchaser shall reasonably request.

Seller’s Deliveries. At the Closing, Seller shall deliver to Purchaser the following to Buyerfollowing: (a) The salethe Deed, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, signed by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance Seller in form and substance reasonably acceptable to Buyerrecordable form; (b) A certified copy the Xxxx of the Bankruptcy Sale Order. For purposes of claritySale, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedsigned by Seller; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatethe Lease Assignment, signed by Seller; (d) the Assignment and Assumption Agreement-Contracts and General Intangibles, signed by Seller; (e) the Non-Foreign Affidavit, signed by Seller; (f) a certificate executed by Seller, dated as of the Closing Date, duly executed by pursuant to which Seller shall have certified to Purchaser that Seller’s President, certifying the accuracy of the matters set forth representations and warranties in Section 7.2(a) Article 6 are true and 7.2(b), correct in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days all material respects as of the Closing Date; (e) A settlement statement in form Date as if such representations and substance satisfactory warranties were made on and as of the Closing Date or, if and to the parties heretoextent any of such representations and warranties is not so true and correct, regarding certain Closing matters; (f) With respect shall identify with reasonable particularity the nature and extent to which any recorded UCC financing statement such representation or mortgage, a UCC-3 termination statement or mortgage release (in form warranty is not so true and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgagecorrect; (g) Such other bills of salean owner/seller affidavit and “gap indemnity ”in the form attached hereto as Exhibit H, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested signed by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services other affidavits and other instruments, including all organizational documents of Seller and Seller’s general partner, and good standing certificates reasonably requested by Title Company, evidencing the power and authority of Seller to enter into this Agreement and to consummate the transactions contemplated by this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency the Closing Statement, signed by Seller; (j) the Seller Closing Documents and all other documents, instruments, agreements and certificates required by this Agreement substantially in to be signed by Seller or delivered to Purchaser at the form of Exhibit 3.2(iClosing; (k) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or all required transfer and other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets tax declarations and assets of returns duly executed and acknowledged by Seller; and (jl) An Interim Operating such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to the Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be dated to Buyerbe effective as of the Closing Date: (a) The sale, transfer, assignment, conveyance and delivery of Deed in the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer;attached hereto as Exhibit “B”. (b) A certified copy The Bxxx of Sale and General Assignment in the Bankruptcy Sale Orderform attached hereto as Exhibit “C”. (c) The Assignment and Assumption Agreement in the form attached hereto as Exhibit “D”. (d) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the Property (if any) in the form required by the State of California. (e) The FIRPTA Certificate in the form attached hereto as Exhibit “E”. (f) The “bring-down certificate” specified in Section 5.1(b). (g) The Guaranty in the form attached hereto as Exhibit “F”. (h) Any other document or instrument specifically required by this Agreement. For purposes of clarity, Seller shall also cause the Bankruptcy Sale Order shall contain Manager to deliver to Purchaser or make available to Purchaser at the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingProperty: (i) that all original Warranties, Guarantees, and Hotel Agreements to be assigned to and assumed by Purchaser and in Seller’s or the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved;Manager’s possession, (iij) information as to all Advance Bookings, in reasonable detail so as to enable Purchaser to honor Seller’s commitments in that Seller holds good and indefeasible title to the Acquired Assets;regard, (iiik) that the sale information as to outstanding Accounts Receivable as of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances midnight on the Acquired Assets or any of them; (viii) that Seller is authorized date prior to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims including the name of each account and the amount due, (1) all keys, passwords, access cards, combinations, codes and other similar entry or any labor or employment Claims other than as specifically set forth in this Agreement control devices with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired AssetsProperty. (cm) A certificate, dated as evidence of termination of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) Management Agreement and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services existing License Agreement, duly or if the License Agreement is being assigned to Purchaser, an executed by Seller, substantially in the form original of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)such assignment.

Seller’s Deliveries. At the ClosingClosing (or as otherwise indicated below), Seller shall execute and/or deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, Purchaser the following: (i) that A deed in the terms form of Exhibit 5.3(i) attached hereto and conditions incorporated herein by reference, same conveying marketable title to the Real Property, same to be in the form of Exhibit 5.3(i) hereto, subject only to the sale of Permitted Exceptions, as described on the Acquired Assets survey referred to Buyer as set forth herein are approved;in Section 3.7 above, to Purchaser, and any required real estate transfer tax/documentary/deed tax affidavits and applications. (ii) that Seller holds good An assignment of the Leases and indefeasible title other occupancy agreements and all rents due and to become due thereunder with respect to the Acquired Assets;Real Property in the form of the same set forth on Exhibit 5.3(ii) attached hereto and incorporated herein by reference. (iii) that the A xxxx of sale and assignment covering all of the Acquired Assets to Buyer is free Personal Property, all intangible rights associated with the Property (including its tradename website and cleardomain names, other than for Assumed Liabilities, of any if any) and all Liensclaims, Claimsguaranties, interestswarranties (specifically including the roof warranty, if any), indemnifications and encumbrances of any type all other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or nature whatsoever pursuant to section 363 subcontractors arising out of the Bankruptcy Code (except for such permitted encumbrances identified Property in the form of Exhibit 5.3(iii) attached hereto and incorporated herein by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale;reference. (iv) that To the Total Consideration constitutes fair value extent Purchaser has elected to waive satisfaction of the Estoppel Condition due to the failure of Seller to deliver the requisite number of estoppel letters called for hereunder in order to satisfy the Acquired Assets;Estoppel Condition, then, at Closing, Seller shall deliver a so-called “Seller Estoppel” as to each of the Leases for which no such estoppel letter has been obtained as of the Closing. Each such “Seller Estoppel” shall be executed by Seller and be in the same form as the estoppel letter form to be delivered by Purchaser to Seller hereunder with the applicable lease information completed therein. Each such “Seller Estoppel” shall survive Closing until Purchaser receives an actual estoppel letter from the applicable tenant. (v) that Buyer is acquiring none A so-called “bring down” certificate advancing the effective date of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at armSeller’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required Representations to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory same to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h5.3(v) attached hereto, to allow the transition of the Supermarkets hereto and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);incorporated herein by reference. (ivi) An Agency Agreement substantially affidavit stating that Seller is not a “Foreign Person” within the meaning of Internal Revenue Code Section 1445(f)(3) same to be in the form of Exhibit 3.2(i5.3(vi) attached hereto and incorporated herein by reference. (vii) Exclusive possession of the “Agency Agreement”)Property to Purchaser, subject only to allow Buyer the Permitted Exceptions and the tenants under the Leases. (viii) Evidence that all Contracts have been terminated as of the Closing. (ix) On or before one business day after Closing, Seller shall deliver to act as Purchaser’s offices at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention Director of Lease Administration, all original Leases, lease files, correspondence files and other books and records, keys to all leased premises, security codes, if any, and maintenance agreements (e.g., HVAC maintenance agreement) relating solely to the exclusive agent Property in Seller’s and/or its property and/or asset manager’s possession. (x) All existing plans and specifications in Seller’s possession or control relating to Seller in connection with the sale improvements located upon the Property; all licenses and certificates of occupancy or such other disposition of assets, including, without limitation, comparable certificates or documents issued by the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller appropriate governmental authorities with respect to certain the Property or any part thereof. (xi) A notice to all tenants of the Supermarkets Property of the change of ownership of the Property and assets of Seller; and (j) An Interim Operating Agreement, duly executed directing that rental and all other payments to be made by Seller, substantially such tenants under their Leases shall be paid to Purchaser at an address to be designated by Purchaser in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)such notice.

Seller’s Deliveries. At the Closing, Seller shall deliver to Buyer the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery copy of the Acquired Assets, including but not limited to Certificate of Incorporation of Seller certified as of a recent date by the Acquired Contracts, by bills Secretary of sale, deeds, endorsements, assignments and other instruments State of transfer and conveyance in form and substance reasonably acceptable to Buyerthe State of Delaware; (b) A certified copy certificate of good standing of Seller issued as of a recent date by the Secretary of State of the Bankruptcy Sale Order. For purposes State of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedDelaware; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatecertificate of the secretary or an assistant secretary of Seller, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation of Seller since a specified date; (ii) the by-laws of Seller; (iii) the resolutions of the Board of Directors of Seller authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any other agreement, instrument and document being or to be executed and delivered by Seller under this Agreement or in connection herewith (the "Seller Ancillary Agreements"); (d) Good standing certificates of Seller issued the Bill xx Sale and Assignment Agreement in the form attached as Attachment C duly executed by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateSeller; (e) A settlement statement in form and substance satisfactory All consents, waivers or approvals obtained by Seller with respect to the parties hereto, regarding certain Closing mattersPurchased Assets; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to The Transition Services Agreement duly executed by Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage;; and (g) Such other bills of sale, certificates of title, documents assignments and other instruments of transfer and such other instruments of or conveyance as Buyer may reasonably request in order or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and assignment to Buyer of valid ownership delivery of the Acquired Purchased Assets to Buyer. In addition to the above deliveries, at Closing, Seller, at Buyer's cost and such other documents expense, shall take all steps and actions as Buyer may reasonably request or as may reasonably otherwise be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect necessary to the Pharmacies, each put Buyer in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition actual possession or control of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Purchased Assets.

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Section 4.1, Seller shall execute or deliver to Purchaser all of the following to Buyerfollowing: (a) The salecertificates representing all outstanding Equity Interests, transferduly endorsed in blank or with duly executed stock powers attached or, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsementsextent that any such Equity Interests are not certificated, assignments of such Equity Interests from Seller to Purchaser in a form reasonably satisfactory to Purchaser and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerPurchaser’s counsel; (b) A certified copy a closing certificate duly executed by Seller, pursuant to which Seller represents and warrants to Purchaser that Seller’s representations and warranties to Purchaser are true and correct in all material respects as of the Bankruptcy Sale Order. For purposes of clarityClosing Date as if then originally made (or if any such representation or warranty is untrue in any material respect, specifying the Bankruptcy Sale Order shall contain respect in which the provisionssame is untrue), findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that all covenants required by the terms and conditions of hereof to be performed by Seller on or before the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clearClosing Date, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that not waived by Purchaser in writing, have been so performed in all material respects (or if any such Liens attach to the proceeds of the salecovenant has not been so performed, indicating that such covenant has not been performed); (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates written resignation of Seller issued by as an officer, director, member, employee, or any other representative position with the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days Company effective as of the Closing Date; (d) physical possession of all records, tangible assets, licenses, policies, contracts, plans, leases or other instruments owned by, used in the business or operations of, or pertaining to any Company, which are in the possession of Seller; (e) A settlement statement any minute books and stock records of the Company which are in form and substance satisfactory to the parties hereto, regarding certain Closing matterspossession of Seller; (f) With respect to any recorded UCC financing statement or mortgagea certification duly executed by Seller that Seller is not a foreign person, a UCC-3 termination statement or mortgage release (in the form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageprovided in Treasury Regulation § 1.1445-2(b)(2)(iii)A; (g) Such other bills of saleall written consents, certificates of title, authorizations or amendments to the constituent documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by BuyerCompany necessary or desirable to allow or accommodate the Acquisition, which shall include certain powers including, if appropriate the redemption of attorney for temporary use all or a portion of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerEquity Interests; (h) A Transition Services the Mutual Release Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);; and (i) An Agency Agreement substantially in without limitation by the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain specific enumeration of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreementforegoing, duly executed by Seller, substantially in all other documents reasonably required from Seller to consummate the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transaction contemplated hereby.

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver to Buyer all the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited updated Schedules to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyerthis Agreement; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable a counterpart to the partiesAssignment and Assumption Agreement, includingduly executed by Sellers; (c) a counterpart to the Transition Services Agreement, but not limited toduly executed by Sxxxxxx; (d) the Bill of Sale, duly executed by Sxxxxxx; (e) the following:certificate contemplated by Section 9.3; (f) stock certificates representing the Transferred Equity Interests (if such Transferred Equity Interests are certificated), together with (i) that the terms and conditions a stock power endorsed in blank or other appropriate instrument of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer assignment in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, Transferred Equity Interest and (ii) there shall be no restrictions or events irrevocable powers of default that may arise under the terms of any attorney in a form reasonably satisfactory to Buyer executed by each of the real estate leases which arise by reason registered holders of the Transferred Equity Interests authorizing Buyer or its nominees to exercise all voting and other rights attaching to the Transferred Equity Interests until registration of Buyer conducting store closing sales and closing or such nominees as the respective Supermarkets for holder of holders of the purposes of selling, remodeling, altering or renovating the subject premisesTransferred Equity Interests; (xvig) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b)evidence, in form and substance reasonably satisfactory to Buyer; , that all outstanding Encumbrances (dother than Permitted Encumbrances) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days arising out of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to Burish Indebtedness against any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Purchased Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyerhave been released; (h) A Transition Services Agreement, duly executed by Seller, substantially in certificates from the form of Exhibit 3.2(h) attached hereto, to allow appropriate registering authorities certifying the transition due incorporation and good standing of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)Transferred Companies; (i) An Agency Agreement substantially in resignations and releases from all the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain directors and officers of the Supermarkets and assets of SellerTransferred Companies; (j) the Payoff Letter; and (jk) An Interim Operating Agreementany other document, duly executed instrument or writing reasonably required to be delivered by Seller, substantially in Sellers to Buyer on the form Closing Date to effect the transfer of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Transferred Equity Interests.

Seller’s Deliveries. At the Closing, Seller shall deliver either at the Closing or by making available at the Property, as appropriate, the following original documents, each executed and, if required, acknowledged: 8.1.1 A Special Warranty Deed, in the form attached hereto as Schedule 8.1.1 (the “Deed”), conveying title to Buyer:Purchaser of the Property, subject only to the Permitted Exceptions. (a) The sale, transfer, assignment, conveyance and delivery Originals (to the extent in Seller’s possession) of all of the Acquired Assets, including but not limited Assumed Contracts relating to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments Property which Purchaser has elected to assume pursuant to the terms hereof; and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy an assignment of such Assumed Contracts to Purchaser by way of an assignment and assumption agreement, in the Bankruptcy Sale Order. For purposes of clarityform attached hereto as Schedule 8.1.2 (the “Assignment and Assumption Agreement”), the Bankruptcy Sale Order shall contain the provisionsconveying to Purchaser Seller’s rights, findings title and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller interest in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach Assumed Contracts attributable to the proceeds of the sale;Property. 8.1.3 (iva) that the Total Consideration constitutes fair value for the Acquired Assets; Originals (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(mextent in Seller’s possession) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties warranties then in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Courteffect, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; providedif any, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed LiabilitiesProperty or to the Improvements or any repairs or renovations to such Improvements and (b) an assignment of all such warranties being conveyed hereunder, conveying to Purchaser Seller’s rights, title and that any action threatened or commenced or claim made against Buyer interests in respect and to the warranties attributable to the Property. 8.1.4 An affidavit pursuant to the Foreign Investment and Real Property Tax Act. 8.1.5 Appropriate evidence of the Excluded Liabilities authority, capacity and status of Seller is and shall be enjoined;as reasonably required by Title Company. (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law8.1.6 An “Owner’s Affidavit”, that Buyer shall not be deemed a successor employer in form reasonably acceptable to Seller and Title Company and sufficient for purposes Title Company to delete any exceptions for (a) mechanics’ or materialmen’s liens arising from work at the Property which is the responsibility of any liability arising under any Applicable WARN ActSeller hereunder, or any collective bargaining agreement or (b) parties in possession, other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Sellerthan tenants as tenants only, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable lawand, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of matters not shown in the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer;public records. (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) 8.1.7 A settlement statement (the “Settlement Statement”), prepared by Title Company. 8.1.8 A quitclaim xxxx of sale in the form attached hereto as Schedule 8.1.8 (the “Xxxx of Sale”), transferring to Purchaser all of Seller’s right, title and substance satisfactory to interest in the parties hereto, regarding certain Closing matters;Personal Property. (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) 8.1.9 Such other bills of saledocuments, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may be reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect required to consummate the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transaction contemplated hereby.

Seller’s Deliveries. At the Before Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited with Escrow Agent in the following Closing Escrow to Buyerbe delivered to Purchaser at Closing, all of the (i) documents set forth in this Section 8.3.1, each of which shall have been duly executed by Seller and acknowledged (if required), and (ii) other items set forth in this Section 8.3.1 (the “Seller Closing Deliveries”), as follows: (a) The saleA closing certificate in the form of Exhibit D, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyertogether with all exhibits thereto; (b) A certified copy Special Warranty Deed (the “Deed”) in the form of Exhibit E conveying the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable Real Property to Purchaser subject to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedPermitted Exceptions; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatexxxx of sale (the “Xxxx of Sale”) in the form of Exhibit F, dated as of the Closing Date, duly executed by Seller’s PresidentSeller in favor of Purchaser, certifying conveying the accuracy of Improvements and other personal property located at the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory Land to BuyerPurchaser; (d) Good standing certificates A general assignment (“Assignment”) in the form of Exhibit G, executed by Seller issued by in favor of Purchaser, assigning, transferring and conveying the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateIntangible Property to Purchaser, if any; (e) A settlement statement in form no lien affidavit and substance satisfactory such other agreements, affidavits or other documents as may be reasonably required by the Title Company from Seller to issue the parties hereto, regarding certain Closing matters;Title Policy. (f) With respect to any recorded UCC financing statement Any real estate transfer tax declaration or mortgage, a UCC-3 termination statement or mortgage release (similar documents required under Applicable Law in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing connection with the Acquired Assets from such security interest or mortgageconveyance of the Real Property; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request A FIRPTA affidavit in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership form set forth in the regulations under Section 1445 of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerCode; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, The Closing Statement prepared pursuant to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);Section 9.1; and (i) An Agency Agreement substantially Such other documents and instruments as may be reasonably requested by Purchaser in order to consummate the form of Exhibit 3.2(i) attached hereto (the “Agency transaction described in this Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Not later than one (1) day prior to each Closing, each Seller shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery Escrow Holder with respect to each of the Acquired Assets, including but not limited to Properties which are the Acquired Contracts, by bills subject of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingsuch Closing: (i) that the terms duly executed and conditions of acknowledged Deed conveying the sale of the Acquired Assets Property to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title Buyer, subject only to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related theretoPermitted Exceptions, (ii) Seller shall have sole responsibility for Cure Amounts related thereto a duly executed Assignment of Personal Property and Assignment and Assumption of Leases and Contracts in excess the form of $100,000 up to $600,000Exhibit "C" attached hereto and made a part hereof (an "Assignment and Assumption Agreement"), (iii) with respect to Cure Amounts for each of the Properties located in excess of $600,000 related thereto up to $1,000,000California, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and a California Form 593-W (the "California Form 593"), (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), tenant's notice in form and substance reasonably satisfactory to Buyer and the applicable Seller and in compliance with any applicable laws (the "Tenant's Notice"), (v) a certificate from the applicable Seller certifying the information required by Section 1445 of the Code and the regulations issued thereunder to establish, for the purposes of avoiding Buyer; 's tax withholding obligations, that such Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Code, (dvi) Good standing certificates of Seller issued if required by the Secretary of State of Delaware Title Company, an affidavit in form reasonably acceptable to the Title Company sufficient to remove any exception for mechanics' and the Secretary of State of New York issued within ten materialmen's liens and parties in possession (10except tenants under Leases), duly executed by such Seller, (vii) days counterpart originals of the Closing Date; Loan Transfer Documents to be executed by each Seller, duly executed by each such Seller and acknowledged, if applicable, (eviii) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (evidence in form and substance reasonably satisfactory to Seller, Buyer and their counselthe Title Company issuing the applicable Policy to establish the due formation, valid existence and good standing of the Seller and its authority to consummate the transactions contemplated hereby, and (ix) releasing the Acquired Assets from such security interest any other documents reasonably required by Escrow Agent or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may otherwise reasonably request in order necessary to effect such Closing. Additionally, on the saleInitial Closing Date, transfer, conveyance and assignment to Buyer of valid ownership the Sellers of the Acquired Assets Coronado South Property and such other documents as may reasonably be requested by Buyer, which the Rivermark Property shall include certain powers of attorney for temporary use of Seller’s licenses and permits deliver duly executed counterparts to the Management Agreements with respect to the Pharmacies, each in form Coronado South Property and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially the Rivermark Property in the form forms of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets Exhibits "D-1" and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) "D-2" attached hereto and made a part hereof, respectively (each a "Management Agreement" and collectively the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”"Management Agreements").

Seller’s Deliveries. At the Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to Buyer:collectively herein as the “Seller’s Closing Items”): (a) The sale, transfer, assignment, conveyance a limited warranty deed conveying to Purchaser good and delivery of the Acquired Assets, including but not limited insurable fee simple title to the Acquired ContractsProperty, by bills free and clear of saleall liens, deedsencumbrances, endorsementsrestrictions, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyereasements, except for the Permitted Title Exceptions (the “Deed”); (b) A certified copy a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Bankruptcy Sale Order. For purposes Internal Revenue Code of clarity1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the Bankruptcy Sale Order shall contain representations and warranties in Article 4 above are true and correct in all material respects as of the provisionsdate of Closing; (h) a closing statement, findings itemizing and orders reasonably acceptable approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the partiesextent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the following: (i) that Title Company for the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, removal of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 “standard exceptions” on Purchaser’s Title Policy. All of the Bankruptcy Code (except for such permitted encumbrances identified by Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the Seller jurisdiction where the Property is located in Schedule 3.2(b) hereto) and transactions similar to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions one contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assetshereby. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At Subject to the conditions set forth in Article X, at Closing, Seller shall deliver to Buyer the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery a certificate of existence of Seller issued by the Secretary of State of the Acquired AssetsState of North Carolina no earlier than April 1, including but not limited to 2004; (b) the Acquired Contractscertificate contemplated by Section 9.1, duly executed by bills Seller; (c) a certificate of salethe secretary of Seller, deedsdated the Closing Date, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably satisfactory to Buyer, certifying as to (i) the Articles of Incorporation of Seller attached thereto; (ii) the bylaws of Seller attached thereto; (iii) the resolutions of the Board of Directors and stockholders of Seller authorizing the execution, delivery and performance of this Agreement and the Seller Ancillary Agreements and approving the transactions contemplated hereby (iv) the resolutions of the Board of Directors of Seller Parent authorizing the execution, delivery and performance of this Agreement and approving the transactions contemplated hereby; and (v) incumbency and signatures of the officers of Seller executing this Agreement and/or the Seller Ancillary Agreements; (d) the Xxxx of Sale, the Deed and the Assignment and Assumption Agreement, each duly executed by Seller; (e) certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Assets for which a certificate of title or origin is required in order to transfer title; (f) a lien and possession affidavit, duly executed by Seller, acceptable to Buyer’s title insurance company, and all other documents, title indemnities, and affidavits required by such title company in order for the title company to issue an owner’s title insurance policy without exceptions other than the Permitted Encumbrances; (bg) A certified copy of the Bankruptcy Sale Order. For purposes of clarityaffidavits, the Bankruptcy Sale Order shall contain the provisionsduly executed by Seller, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) to satisfy federal and state tax reporting requirements and (ii) to confirm that Seller is not a “foreign person” within the terms and conditions meaning of the sale of the Acquired Assets to Buyer as set forth herein are approvedForeign Investment in Real Property Tax Act; (iih) that all consents, waivers and approvals required to be set forth on Schedule 5.3 and all other consents, waivers or approvals, if any, obtained by Seller holds good and indefeasible title with respect to the Acquired Assets; (iii) that Assets or the sale consummation of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (xi) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusiveassignments, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable lawrecordable form, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, Intellectual Property and that any action threatened pending applications for the registration or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes issuance of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that Intellectual Property included in the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) Seller and 7.2(b), in form and substance reasonably satisfactory to Buyer; (dj) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten a copy (10in electronic media) days of the Closing Date;list of the customers of the Business to the extent maintained by Seller; and (ek) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of titledeeds, documents assignments and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreementor conveyance, duly executed by Seller, substantially in as may be reasonably requested by Buyer to effect the form of Exhibit 3.2(h) attached heretosale, to allow the transition conveyance and delivery of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Buyer.

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Section 6.1, Seller shall execute (where applicable in recordable form) and/or deliver the following or cause to Buyer: (a) The sale, transfer, assignment, conveyance and delivery be executed and/or delivered to Purchaser all of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) A general warranty deed (subject only to Permitted Exceptions), an affidavit of title, a certificate in compliance with the Foreign Investment in Real Property Tax Act ("FIRPTA") certifying that Seller is not a person or entity subject to withholding under FIRPTA, an ALTA statement and all other documents required by Purchaser's title insurance company with respect to the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved;Real Estate, in each case executed by Seller, together with any necessary transfer declarations. (ii) that Seller holds good A general warranty xxxx of sale, executed by Seller, conveying all of the Inventory, Equipment and indefeasible other tangible personal property included in the Purchased Assets to Purchaser, free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions and containing the warranties of title to the Acquired Assets;set forth in this Agreement. (iii) that the sale An assignment to Purchaser, executed by Seller, of all of the Acquired Purchased Assets to Buyer is (other than the Inventory, Equipment, and the Real Estate), along with the original instruments (if any) representing, evidencing or constituting such Purchased Assets, free and clearclear of all liens, claims, encumbrances and security interests other than for Assumed LiabilitiesPermitted Exceptions and containing the warranties of title set forth in this Agreement. If necessary in the opinion of Purchaser's counsel, Seller shall also execute and deliver (in recordable form where required) separate assignments of any and all Liens, Claims, interestsof the Purchased Assets, and encumbrances of any type or nature whatsoever pursuant to section 363 of where applicable, in the Bankruptcy Code (except for such permitted encumbrances identified form required by the Seller in Schedule 3.2(b) hereto) applicable governmental agencies, insurance companies, customers, lessors, and to other parties with whom the extent applicable that any such Liens attach to the proceeds of the sale;assignments must be filed. (iv) that Certificates of title or origin (or like documents) with respect to all vehicles included in the Total Consideration constitutes fair value Purchased Assets and other Equipment, and any other items of Purchased Assets for the Acquired Assets;which a certificate of title or origin is required in order for title thereto to be transferred to Purchaser. (v) that Buyer is acquiring none Physical possession of the Excluded tangible items comprising the Purchased Assets;, and of any certificates or documents representing intangible items of Purchased Assets. (vi) that An incumbency and specimen signature certificate with respect to the transactions contemplated by general partner's officers of Seller executing this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections Seller's Ancillary Documents on behalf of Section 363(m) of the Bankruptcy Code;Seller. (vii) A closing certificate duly executed by the general partners of Seller (or any one of them specifically authorized in writing by partnership action to do so), on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that notice Seller's representations and warranties to Purchaser are true and correct as of the transactions contemplated hereby was adequate Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and proper under that all documents to be executed and delivered by Seller at the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order Closing have been executed by duly authorized officers of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them;Seller. (viii) that A pay-off letter, accompanied by wire transfer instructions from each secured lender of Seller is authorized and written instructions from Seller directing Purchaser to assume and assign to Buyer each transfer funds, out of the Acquired Contracts; providedPurchase Price, that (A) to each such secured lender of Seller shall have sole responsibility for all Cure Amounts related as necessary to real estate Contracts required pay off Seller's indebtedness to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of each such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000;lender. (ix) that Releases of all liens and other encumbrances and security interests held by any lender of Seller is authorized and directed to consummate in any of the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement;Purchased Assets, including, without limitation, UCC-3 termination statements. (x) that To the sale process conducted by Seller and/or its agents (including any auction extent obtained, all necessary consents for the assignment of contracts, leases, purchase orders, sales orders, Permits and Environmental Permits which are to be assigned to Purchaser or bid solicitation process) was non-collusivealternate arrangements with respect thereto, fair and reasonable and was conducted in good faith;all as reasonably acceptable to Purchaser. (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers required in order to effectuate the provisions of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer;Section 1.6 hereof. (hxii) A Transition Services Agreement, duly executed by Seller, substantially Such other documents as may reasonably be required from Seller in order to effectuate the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); transactions contemplated (i) An Agency Agreement substantially in hereby and (ii) by the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)'s Ancillary Documents.

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery a copy of the Acquired Assets, including but not limited to Approval Order entered by the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerBankruptcy Court; (b) A certified copy the certificates of Sellers to be received by Buyer pursuant to Sections 10.1 and 10.2; (c) a certificate of non-foreign status executed by each Seller (or, if a Seller is a disregarded entity for U.S. federal income Tax purposes, by the Person treated as the owner of such Seller for U.S. federal income Tax purposes) that is a “United States person” within the meaning of Section 7701(a)(30) of the Bankruptcy Sale Order. For purposes Code, substantially in the form of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable sample certification in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B); (d) all items required to be delivered pursuant to Section 9.9; (e) a quit-claim deed to be recorded with respect to the partiesOwned Real Property; (f) such assignments and other good and sufficient instruments of assumption and transfer, includingin form reasonably satisfactory to Sellers and Buyer, but not limited to, the following: which are reasonably requested by Buyer to (i) that transfer to Buyer all the terms right, title and conditions interest of the sale of Sellers in, to or under the Acquired Assets to Buyer as set forth herein are approvedbe acquired on the Closing Date in accordance with this Agreement and (ii) properly give effect to Buyer’s assumption of all of the Assumed Liabilities in accordance with this Agreement; (iig) that Seller holds good and indefeasible title to the Acquired Assetsall Intellectual Property Related Documentation; (iiih) that the sale all tangible embodiments of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy CourtIntellectual Property, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts Software object code and source code related thereto, (ii) Seller shall have sole responsibility all materials and documentation (in electronic and editable form, to the extent existing in such form) necessary for Cure Amounts related thereto the use, modification, manufacture, sale and other exploitation of the Acquired Intellectual Property, to the extent not included in excess of $100,000 up to $600,000Intellectual Property Related Documentation, (iii) with respect to Cure Amounts all content made available on or through any websites and webpages accessed through any Domain Names or Medical Accounts included in excess the Acquired Intellectual Property and all other audio-visual or written materials (including such archival materials) produced by or on behalf of $600,000 related thereto up to $1,000,000Sellers, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000all Labeling and Marketing Materials and (v) all Product Catalogs and Manuals; (ixi) that Seller to the extent the sale and transfer of such data is authorized not in contravention with applicable Law, all Acquired Data in the format in which it exists and, if any portion of such Acquired Data is encrypted, the necessary decryption tools and directed keys to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreementread such materials contemporaneously; (xj) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) a counterpart of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services IP Assignment Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by each applicable Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (dk) Good standing certificates of Seller issued unless otherwise agreed in writing by the Secretary Parties between signing and Closing, a counterpart of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Dateeach Short Form Assignment, duly executed by each applicable Seller; (el) A settlement statement in form and substance satisfactory to the parties heretoa counterpart of each IP Power of Attorney, regarding certain Closing mattersduly executed by each applicable Seller; (fm) With respect to any recorded UCC financing statement or mortgagethe Occupancy Agreement, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing duly executed by the Acquired Assets from such security interest or mortgageapplicable Sellers; (gn) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition PA Liabilities Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)applicable Sellers; (io) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto Payoff Letters (the “Agency Agreement”including UCC terminations or authorization to file UCC terminations and other filings), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (jp) An Interim Operating Agreementsubject to Section 2.8(e), duly executed by Sellercertificates representing the KCD Notes in proper form for transfer, substantially in the form free and clear of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)all Liens.

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Sections 5.1 and 5.2, Seller Sellers shall execute and/or deliver to Purchaser all of the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance a copy of Company’s Articles of Incorporation and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerBy-laws; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings an incumbency and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement specimen signature certificate with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect officers of the Excluded Liabilities Company executing any document delivered by Company hereunder or in connection with the transaction contemplated hereby, on behalf of Seller is and shall be enjoinedCompany; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatecertificates representing all the Company Common Stock, dated as duly endorsed in blank or with duly executed stock powers attached, and upon receipt by Company of the Closing Dateforegoing, duly executed a new certificate evidencing the Shares, validly issued by Seller’s President, certifying Company in the accuracy name of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to BuyerPurchaser; (d) Good standing certificates of Seller issued a closing certificate duly executed by the Secretary of State of Delaware Sellers, pursuant to which Sellers represent and the Secretary of State of New York issued within ten warrant to Purchaser that (10i) days Sellers’ representations and warranties to Purchaser are true and correct as of the Closing DateDate as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue ), (ii) all of Sellers’ obligations to be performed at or before the Closing have been performed (or waived in writing by Purchaser) and (iii) all documents to be executed and delivered by Sellers at the Closing have been executed by duly authorized officers of the Sellers; (e) A settlement statement in form and substance satisfactory to without limitation by the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership specific enumeration of the Acquired Assets and such foregoing, all other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to required from Seller tos consummate the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transaction contemplated hereby.

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Section 5.1, Seller the Sellers (as applicable) shall execute or deliver to Purchaser each of the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery certificates representing all outstanding Membership Interests of the Acquired AssetsCompany, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance duly endorsed in form and substance reasonably acceptable to Buyerblank or with duly executed stock powers attached; (b) A certified copy lost certificate affidavits for all Membership Interests for which certificates cannot be obtained, all in form and substance satisfactory to the Purchaser and its counsel; (c) physical possession of all records, tangible assets, licenses, policies, Contracts, plans, leases or other instruments owned by or pertaining to the Company; (d) the minute books and stock (or other applicable ownership interest) records of the Bankruptcy Sale Order. For purposes Company; (e) copies of claritythe Material Consents; (f) the Escrow Agreement duly executed by the Seller’s Committee; (g) each of the Employment Agreement Amendments, duly executed by the Bankruptcy Sale Order shall contain respective employees; (h) the provisionsConsulting Agreement, findings and orders reasonably acceptable to the parties, including, but not limited to, the following:duly executed by Xxxx Xxxx; (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this License Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing DateAmendment, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(aGHI or its applicable Affiliates; (j) and 7.2(b)a release, in form and substance reasonably satisfactory to BuyerPurchaser, evidencing payment in full of the obligations of GHI under the Loan and Security Agreement dated as of August 10, 2004 (as amended, modified or supplemented) between GHI and MB Financial Bank, N.A. and release of the GHI Guaranty, which release shall be obtained by, and shall be the responsibility of, GHI; (dk) Good standing certificates confirmation, in form and substance reasonably satisfactory to the parties, of the release of all Liens on the Membership Interests; (l) the written resignations effective as of the Closing Date of such managers and officers of the Company as requested by Purchaser to resign; (m) a release executed by each Seller releasing Liens related to the Business and claims against the Company and certain other related parties; (n) a certified copy of the Company’s articles of organization issued by the Secretary of State of Delaware and Illinois; (o) a certificate of good standing of the Company issued by the Secretary of State of New York issued within ten (10) days of the Closing DateIllinois; (ep) A settlement statement in form and substance satisfactory a closing certificate executed by each Seller to the parties heretoeffect that the conditions set forth in Sections 5.2(a) and 5.2(b) have been satisfied, regarding certain and that all documents to be executed and delivered by Sellers at the Closing mattershave been executed by duly authorized persons; (fq) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to properly executed IRS Form W-9 from each Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (gr) Such other bills of salean affidavit, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request provided in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership Section 1445(b)(2) of the Acquired Assets and such other documents as may reasonably be requested by BuyerCode, which shall include certain powers from each Seller stating under penalties of attorney for temporary use perjury that the Seller is not a foreign person within the meaning of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (hSection 1445(f)(3) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of SellerCode; and (js) An Interim Operating Agreementwithout limitation by specific enumeration of the foregoing, duly executed by Seller, substantially in all other documents reasonably required from Sellers to consummate the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transactions contemplated hereby.

Seller’s Deliveries. At Subject to the Closingfulfillment or waiver of the conditions set forth in Section 7.1, Seller shall deliver to Purchaser physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited deed(s) with respect to the Acquired ContractsOwned Real Property in the form annexed hereto as Exhibit E, by bills subject to the provisions of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSection 7.2(h); (b) Photocopies of any and all affidavits, indemnities and other instruments and documents which Purchaser's title insurance company shall reasonably require to insure title to the Owned Real Property subject only to the matters contained in the preliminary title report annexed hereto as Exhibit F. (c) A Certification of Non-Foreign Status of Seller, pursuant to Section 1445 of the Internal Revenue Code. (d) the Employment Agreement, executed by Xxxxxxxx Xxxxxx; (e) certified copies of Seller's Articles of Incorporation and By-laws; (f) certificates of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of Connecticut. (g) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (h) a certified copy of resolutions of Seller's board of directors and shareholders, authorizing the Bankruptcy Sale Order. For purposes execution, delivery and performance of clarity, the Bankruptcy Sale Order shall contain the provisions, findings this Agreement and orders reasonably acceptable to the parties, including, but not limited to, the following:Seller's Ancillary Documents; (i) that the terms and conditions a xxxx of sale, executed by Seller, conveying all of the sale of Inventory, Equipment and other tangible personal property included in the Acquired Purchased Assets to Buyer as Purchaser, free and clear of all Liens and containing the warranties of title set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (xj) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusivean assignment to Purchaser, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant subject to Section 363(n) acceptance by Purchaser, executed by Seller, assigning to purchaser all of the Bankruptcy Code; Purchased Assets (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically the Inventory and the Equipment), along with the original instruments (if any) representing, evidencing or constituting such Purchased Assets, free and clear of all Liens other than Permitted Liens and containing the warranties of title set forth in this Agreement with respect to Agreement. If necessary in the Assumed Liabilitiesopinion of Purchaser's counsel, Seller shall also execute and that any action threatened or commenced or claim made against Buyer deliver (in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiiirecordable form where required) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms separate assignments of any of the real estate leases which arise Purchased Assets, where applicable, in the form required by reason of Buyer conducting store closing sales the applicable governmental agencies, insurance companies, customers, lessors, and closing other parties with whom the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premisesassignments must be filed; (xvik) a closing certificate duly executed by the President and Vice President of Seller, on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that Seller's representations and warranties to Purchaser are true and correct as of the Bankruptcy Sale Order shall contain Closing Date as if then originally made (or, if any such provisions authorizing representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to enter into the Transition Services Agreementextent not waived by Seller in writing, have been so performed (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (xviil) to the fullest extent permissible under the Bankruptcy Code and applicable lawobtained, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller all necessary Consents or alternate arrangements with respect thereto, all as reasonably acceptable to enter into the Agency Agreement and provide for Buyer to conduct store closing salesPurchaser; (xviiim) that certificates of title or origin (or like documents) with respect to all vehicles included in the Bankruptcy Sale Order shall contain such provisions authorizing Seller Purchased Assets and other Equipment for which a certificate of title or origin is required in order for title thereto to enter into the Interim Operating Agreementbe transferred to Purchaser; (xixn) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller written opinion of Hertzmark & Xxxxx, P.C., counsel to enter in Seller, addressed to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatePurchaser, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto with such changes thereto as shall be reasonably requested by Purchaser's lenders (it being understood that Purchaser's lenders may rely upon such opinion); (o) a list of all employees of Seller who have been terminated by Seller during the 90 days prior to Closing; (p) the Closing Date Balance Sheet, together with a certificate duly executed by Seller’s the President, certifying on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that the accuracy Closing Date Balance Sheet delivered with the certificate has been prepared in accordance with GAAP in a manner consistent with the Financial Statements and the Audit Reports and is a reasonable good faith estimate of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates Seller's financial position as of Seller issued by the Secretary close of State of Delaware and the Secretary of State of New York issued within ten (10) days of business on the Closing Date;, (eq) A settlement statement in form and substance satisfactory evidence from a qualified environmental engineer reasonably acceptable to Purchaser that the transfer of the Owned Real Property is not subject to the parties heretorequirements of Connecticut General Statute Sec. 22a-134 et. seq, regarding certain Closing matters;and (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (gr) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may Purchaser shall reasonably request in order to effect consummate the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested purchase contemplated by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and Seller’s delivery at Closing of the Acquired Assetsfollowing, including but not limited all documents to be executed originals and, if applicable, witnessed and properly acknowledged (the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following:Closing Documents”): (i) Limited or special warranty deeds (as applicable in each jurisdiction) from each entity constituting Seller as to the portion of the Property each such entity owns in the form attached hereto as Exhibit D (with respect to the Land located in Georgia) and Exhibit D-1 (with respect to the Land located in North Carolina), subject to the following matters (collectively, the “Deed”): (A) Non-delinquent real property taxes, water and sewer charges and all assessments (governmental and private) and unpaid installments thereof which are not yet due and payable, subject to the provisions of Section 11.2 below; (B) Any matter (including any lien, encumbrance or easement) voluntarily imposed or consented to in writing by Purchaser prior to or as of the Closing; (C) Laws and governmental regulations, including all building codes, zoning regulations and ordinances, that affect the use, operation and maintenance of the Property, and any violations thereof; (D) Such state of facts as may be shown on an accurate and current survey or by inspection of the Property; (E) Variations between locations of fences, retaining walls, guy poles, xxxxxx, treelines and shrubs; (F) Rights of tenants, as tenants only, of the Land and Improvements under the terms and conditions of all Leases with Purchaser hereby acknowledging that Purchaser has examined such Leases; and (G) the sale of the Acquired Assets to Buyer Permitted Exceptions, as set forth herein are approved;defined in Section 8.1. (ii) that Seller holds good An Assignment and indefeasible title Assumption of Ground Leases (with respect to the Acquired Assets000 Xxxxxxxxxxxx Xxxxx) in the form attached hereto as Exhibit E (the “Assignment of Ground Leases”); (iii) that The Assignment and Assumption Agreement in the sale of form attached as Exhibit F (the Acquired Assets to Buyer is free “Assignment and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleAssumption Agreement”); (iv) that The Leases, together with any letters of credit held as security deposits under any of the Total Consideration constitutes fair value for the Acquired AssetsLeases and all instruments reasonably required to transfer such letters of credit to Purchaser; (v) The Certification in the form attached hereto as Exhibit G that Buyer Seller is acquiring none of the Excluded Assetsnot a “foreign person”; (vi) that An Assistant Secretary’s Certificate evidencing the transactions contemplated authority of individuals to execute any instruments executed and delivered by this Agreement were negotiated Seller at arm’s lengthClosing, that Buyer acted in together with a certificate of good faith in all respects and that Buyer and its assignees and designees are entitled to the protections standing of Section 363(m) of the Bankruptcy CodeSeller; (vii) that notice The Xxxx of Sale in the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of themform attached hereto as Exhibit H; (viii) that A closing statement in form and content satisfactory to Seller is authorized to assume and assign to Buyer each of Purchaser (the Acquired Contracts; provided, that (A“Closing Statement”) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000signed by Seller; (ix) All keys and lock combinations for the Property and all leasing and other files relating to the Property and all other licenses, certificates, permits, plans, books, records and reports and other materials that Seller is authorized and directed comprise the Intangible Property, to consummate the transactions contemplated by this Agreement and to comply extent such items are in all respects with the terms of this AgreementSeller’s actual possession or control; (x) At least three (3) business days prior to closing Seller must have delivered to Purchaser original tenant estoppel certificates executed by tenants under existing Leases from the following tenants of the Improvements: (1) Albemarle, (2) CapFinancial, (3) Xxxxx Xxxxxxxx, (4) Xxxxx Fargo (f/k/a Wachovia Bank, N.A.), (5) AgData, (6) Xxxxx Xxxxxx Xxxxxxx, (7) US Attorney’s Office, (8) Garretson, (9) Discovery Education, and (10) X.X. Xxxxxx (collectively, the “Major Tenants”) and from a sufficient number of other tenants of the Improvements (the “Minor Tenants”) so that estoppel certificates are received from tenants leasing no less than seventy percent (70%) of the sale process conducted aggregate area leased in the Improvements, exclusive of any parking leases (the “Required Tenant Estoppel Certificates”). Each Required Tenant Estoppel Certificate (1) will be on the form attached to the applicable Lease, if any, or if there is no form attached to the Lease, then will be substantially on the form attached hereto as Exhibit I (provided, however, if any Lease limits the provisions to be included in any estoppel certificate, the form shall be modified accordingly); and (2) will not have been modified in any substantive, adverse manner. The addition of a knowledge qualification or other non-material change to an estoppel certificate will not cause such tenant estoppel certificate to fail to satisfy the requirements for an acceptable Required Tenant Estoppel Certificate. Seller, at its sole option, may elect to satisfy part of the requirements under this Section 4.1(b)(x) by delivery of a Seller estoppel certificate in the form attached hereto as Exhibit N (a “Seller Estoppel Certificate”) for up to ten percent (10%) of the leased square footage of the Improvement leased by Minor Tenants whose Required Tenant Estoppel Certificates have not been received by Closing. Any Seller Estoppel Certificate delivered by Seller and/or to Purchaser shall be subject to all terms and conditions of Sections 15.15 and 15.21 of this Agreement. If Seller or Purchaser subsequently obtains a Required Tenant Estoppel Certificate meeting the requirements of this Section 4.1(b)(x) hereof, from a tenant for which Seller has delivered a Seller Estoppel Certificate, the delivered Seller Estoppel Certificate will be null and void, and Purchaser will accept the Required Tenant Estoppel Certificate in its agents place. In the event Seller fails, for any reason, to deliver to the Purchaser the required number of Required Tenant Estoppel Certificates in accordance with the provisions of this Section 4.1(b)(x) prior to the Closing, then Seller will not be deemed in default hereunder, and Purchaser’s sole remedy will be to terminate this Agreement, whereupon the Title Company will return the Deposit to Purchaser, and both parties will be relieved of any further obligations hereunder, except for the obligations hereunder which expressly survive Closing or other termination of this Agreement. Seller will deliver to Purchaser a draft of each Required Tenant Estoppel Certificate for Purchaser’s review and approval prior to Seller’s delivery thereof to the tenants. Seller agrees to request a Tenant Estoppel Certificate from each of the tenants under the Leases and to diligently pursue the execution and delivery thereof, provided, Seller shall not be required to pay any money or xxx any tenant to procure a Required Tenant Estoppel Certificate. If Seller has not delivered the Required Tenant Estoppel Certificates prior to Closing, Seller may, at Seller’s option, elect to: (including i) adjourn the Closing for a period not to exceed fifteen (15) business days to allow Seller to continue its efforts to obtain the Required Tenant Estoppel Certificates to satisfy. In the event after adjourning the Closing as set forth above, Seller fails to provide a sufficient number of Required Tenant Estoppel Certificates, Purchaser’s sole remedy shall be to either (Y) waive the Estoppel Requirement and proceed to Closing without any auction abatement in the Purchase Price, or bid solicitation process(Z) was non-collusive, fair terminate this Agreement and reasonable and was conducted in good faith;receive a refund of the Deposit. (xi) that Buyer a ground lease estoppel shall be delivered to the ground lessor of each Ground Lease in the form attached hereto as Exhibit N-1 and incorporated herein by reference (the “Ground Lease Estoppel”), and the executed Ground Lease Estoppel for the Parking Ground Lease must be delivered to Purchaser prior to Closing. Seller did shall use commercially reasonable efforts to obtain such Ground Lease Estoppels; provided, notwithstanding the foregoing, (x) Seller shall not engage in be required to pay any conduct which would allow money or enforce any contractual rights to procure any Ground Lease Estoppel, and (y) the transactions contemplated by this Agreement receipt of a Ground Lease Estoppel for the Green Ground Lease shall not be a condition to be set aside pursuant Closing. Seller shall also deliver to Section 363(n) each of the Bankruptcy Codeground lessors a consent to assignment for each Ground Lease contained in the Ground Lease Estoppel; provided, for the avoidance of doubt, the receipt of any such consent for an assignment of a Ground Lease shall not be a condition to Closing; (xii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Seller to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the be mailed out by Purchaser upon Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) An assignment and assumption of the Mezzanine Loan Documents (as hereinafter defined in Section 4.4(g)), in the form attached to this Agreement as Exhibit J (the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes “Assignment of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreementMezzanine Loan”); (xiv) that An assignment and assumption of the Bankruptcy Sale Order is binding upon any successors Option Agreement (as hereinafter defined in Section 4.4(g)), in the form attached to Seller, including any Chapter 7 Trusteesthis Agreement as Exhibit R (the “Assignment of Option Agreement”); (xv) A right of first offer for the benefit of Seller and its Affiliates with respect to certain matters related to the fullest extent permissible under Galleria 75 Tract, in the Bankruptcy Code and applicable law, that Buyer may form attached to this Agreement as Exhibit S (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises“Galleria 75 ROFO”); (xvi) that Such documents of Seller which authorize the Bankruptcy Sale Order shall contain such provisions authorizing Seller sale of the Property to enter into Purchaser and other documents as all are reasonably required by the Transition Services AgreementTitle Company and reasonably approved by Seller; (xvii) A lien waiver executed by the Broker on a customary form, in a form acceptable to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing salesTitle Company; (xviii) that An owner’s affidavit in the Bankruptcy Sale Order shall contain form attached hereto as Exhibit T in order to cause the Title Company to issue to Purchaser an owner’s title insurance policy or policies in the form and condition required by this Agreement (but all such provisions authorizing Seller affidavits, certificates or other documents must be reasonably acceptable to enter into the Interim Operating AgreementSeller); (xix) A certificate or affidavit as is required under applicable provisions of Georgia law to assure Purchaser and Title Company that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan StipulationGeorgia withholding tax is not required; and (xx) that Such additional assignments, instruments and documents, including title affidavits, certificates or other documents customarily required by the Bankruptcy Sale Order shall apply Title Company as defined in Section 8.1 hereof on Seller’s and Title Company’s customary forms, appropriate to be executed and delivered by Seller as may be reasonably necessary to complete the XxXxxx Assets (including Equipment) transaction contemplated hereby and to carry out the C&S Designation Rights in substantially intent and purposes of this Agreement provided the same manner as they apply to the Acquired Assetsare commercially reasonable and do not require disclosure of proprietary information. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver the following to Buyer: (a) The salethe Transition Services Agreements, transferif any, assignmentduly executed by each applicable Seller; (b) the Designation Rights Agreement, conveyance duly executed by each Seller; (c) each other Transaction Document to which any Seller is a party, duly executed by each applicable Seller; (d) [RESERVED]; (e) the certificates of Sellers to be received by Buyer pursuant to Sections 9.1 and delivery 9.2; (f) a certificate of non-foreign status executed by each Seller (or, if applicable, a direct or indirect owner of a Seller) that is not a disregarded entity for U.S. federal income tax purposes, prepared in accordance with Treasury Regulation Section 1.1445-2(b); (g) a duly executed xxxx of sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit C; (h) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, substantially in the form attached hereto as Exhibit D; (i) duly executed assignments of the Acquired AssetsIntellectual Property, including but not limited to assignments, as applicable, in form suitable for recordation with the Acquired ContractsUnited States Patent and Trademark Office, by the United States Copyrights Office and any applicable foreign or multinational Intellectual Property offices or registries; and (j) such other bills of sale, deeds, endorsements, assignments (including separate assignments of the Assigned Real Property Leases), and other instruments of transfer filings and conveyance other good and sufficient instruments, in form and substance reasonably acceptable satisfactory to Buyer; (b) A certified copy , which are necessary to vest in Buyer all the right, title and interest of the Bankruptcy Sale Order. For purposes of claritySellers in, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale or under any or all of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, clear of Encumbrances other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired AssetsPermitted Encumbrances. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Buyer shall receive from Seller shall deliver the following to Buyerdocuments: (a) The saleCopies of duly adopted resolutions of Seller's board of directors and Seller's shareholders approving the execution, transferdelivery and performance of this Agreement and the transactions contemplated hereby, assignmentas required, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, certified by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSeller's Secretary; (b) A certified copy certificate of good standing as to the corporate status of the Bankruptcy Sale Order. For purposes Company from the Secretary of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions State of the sale State of Ohio and of Sub from the Secretary of State of the Acquired Assets to Buyer as set forth herein are approvedState of Delaware; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as complete and correct copy of the Closing Datecertificate of incorporation of each of Seller, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) Company and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued Sub certified by the Secretary of State of Delaware the State of Ohio or Delaware, as the case may be; (d) A complete and correct copy of the by-laws or regulations of Seller, the Company and Sub, each certified by the Secretary of State of New York issued within ten (10) days of Seller, the Closing DateCompany or Sub, as the case may be; (e) A settlement statement in form certificate, dated the Closing Date, from Seller's and substance satisfactory the Company's Secretary to Buyer stating that Seller's, the parties heretoCompany's and Sub's certificate of incorporation and regulations or by-laws, regarding certain Closing mattersas the case may be, have not been amended since the date hereof; (f) With A certificate, dated the Closing Date, of an appropriate officer or agent of Seller with respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release the matters described in Sections 6.2(a) and (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageb); (g) Such other bills of saleA certificate or certificates representing the Shares with valid stock powers attached, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect together with the sale, transfer, conveyance and assignment to Buyer of valid ownership stock ledger of the Acquired Assets Company and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerSub; (h) A Transition Services Agreement, duly executed by Seller, substantially Certification of Non-Foreign Status under and in the form of Exhibit 3.2(h) attached hereto, to allow the transition accordance with Section 897 and Section 1445 of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)Code; (i) An Agency Agreement substantially in the form The resignations of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain all of the Supermarkets directors of the Company and assets of Seller; andSub; (j) The resignations of all of the officers of the Company and Sub; (k) An Interim Operating Agreementopinion of Squire, duly executed by Sandxxx & Xempxxx X.X.P., counsel to Seller, substantially with respect to the matters described on Annex A hereto; (1) Seller shall have paid the Closing Payments specified in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).Section 1.2; and

Seller’s Deliveries. At the Closing, Each Seller (except as otherwise provided) shall deliver or cause to be delivered, at such Seller’s sole expense, each of the following to Buyer:items (collectively, “Seller’s Deliveries”): (a) The sale(i) A special warranty deed in the form attached hereto as Exhibit E, transferconveying good and clear record and marketable fee simple title, assignmentsubject only to the Permitted Exceptions, conveyance in proper form for recording, (ii) a Xxxx of Sale, Blanket Conveyance and delivery Assignment in the form attached hereto as Exhibit F, (iii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit G, in proper form for recording, (iv) the Closing Statement, (v) a non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Acquired AssetsCode, including but not limited to all duly executed (and, when required, acknowledged) by Seller, (vi) the Acquired ContractsEscrow Agreement, by bills (vii) the License Agreement, and (viii) the Seller Indemnity (from the Seller of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyerthe Gainesville Property only); (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings All original Leases and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedguarantees relating thereto; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by All keys in Seller’s President, certifying possession or control to all locks on the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to BuyerImprovements; (d) Good standing certificates Originals of Seller issued by the Secretary of State of Delaware any Continuing Contracts or, if originals are not in Seller’s possession or control, true and the Secretary of State of New York issued within ten (10) days of the Closing Datecomplete copies thereof; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement Such evidence or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may be reasonably be requested required by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses the Title Company relating to and permits with respect sufficient to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); delete any exceptions for: (i) An Agency Agreement substantially mechanics’ or materialmen’s liens required to be removed by Seller hereunder; (ii) parties in possession other than Tenants; or (iii) the form status and capacity of Exhibit 3.2(i) attached hereto (Seller and the “Agency Agreement”), to allow Buyer to act as authority of the exclusive agent to Person or Persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; (f) All books, records and other documents, databases, computer files and other Intangible Property in the possession or other disposition control of assetsSeller and material to Purchaser’s ownership or operation of the Improvements, includingincluding Tenant correspondence and credit files, without limitationpermits, licenses, and approvals, as-built drawings, plans and specifications, architectural plans, construction drawings and guaranties and warranties; (g) An updated Rent Roll certified by each Seller as being true, correct and complete; (h) Any deposits delivered to Seller by any one or more Tenants as security for such Tenant’s or Tenants’ obligations under a Lease or Leases, together with documents in form reasonably satisfactory to Purchaser naming Purchaser as substitute beneficiary thereof; (i) Sale notice letters to the Tenants. Such notices shall be prepared by Purchaser and reasonably approved by Seller, shall notify the Tenants of the sale and shall contain appropriate instructions relating to the payment of future rentals, the conduct giving of going-out-of-businessfuture notices, store closingsthe naming of Purchaser on insurance policies carried by Tenants, and other matters reasonably required by Purchaser or similar sales on behalf of Seller with respect required by law. Unless a different procedure is required by applicable law, in which event such law shall be controlling, Purchaser agrees to certain of transmit or otherwise deliver such letters to the Supermarkets and assets of SellerTenants promptly after the Closing; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in Such other documents as are consistent with the form terms of Exhibit 3.2(j) attached hereto (this Agreement and reasonably required to close the “Interim Operating Agreement”)transaction contemplated hereby.

Seller’s Deliveries. At the Closing, Seller shall deliver the following deliver, or cause to Buyer: (a) The salebe delivered, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired ContractsBuying Parties the following, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyerthe Buying Parties: (a) a copy of the certificate of incorporation and bylaws, partnership agreement, operating agreement or analogous organizational document of Seller, the Company and each of the SCT Subsidiaries certified by the corporate secretary of such entity; (b) A certified copy certificates evidencing the Shares properly endorsed or with stock powers executed in blank or otherwise in form suitable for transfer; (c) certificates evidencing the Durox Shares properly endorsed or with stock powers executed in blank or otherwise in form suitable for transfer; (d) certificates of good standing dated not more than thirty (30) days prior to the Closing Date with respect each of Seller, the Company and the SCT Subsidiaries (other than Standard Car Truck of Canada, Inc. and SCT Europe Ltd.) from the Secretary of State (or other appropriate governmental official) of the Bankruptcy Sale Order. For purposes state, province or country of clarity, its formation if such certificates or analogous documents are issued by the Bankruptcy Sale Order shall contain appropriate Governmental Authority; (e) a certificate of an officer of the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: Company (i) that certifying the terms names and conditions signatures of the sale officers of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is Company authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by sign this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, agreements relating hereto and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the those matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters8.1 above; (f) With respect a certificate of an officer of Seller (i) certifying the names and signatures of the officers of Seller authorized to sign this Agreement and any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release other agreements relating hereto and (ii) certifying those matters set forth in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageSection 8.1 above; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership a copy of the Acquired Assets resolutions duly adopted by the Board of Directors of the Company and such other documents as may reasonably be requested Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the Transactions, certified by Buyerthe corporate secretary of the Company and Seller, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyerrespectively; (h) A Transition Services Agreement, duly executed by Seller, noncompetition agreements in substantially in the form attached hereto as Attachment II, from each of Exhibit 3.2(h) attached heretoX.X. Xxxxxxx, to allow the transition of the Supermarkets Xxxxxxxx Xxxxxxx and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)Xxxxx Xxxxxxx; (i) An Agency Agreement non-competition agreements in substantially in the form of Exhibit 3.2(i) attached hereto as Attachment III duly executed by each of Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxxxxxxxx and Xxxxx Xxxxxx; (j) non-competition agreements in substantially the “Agency Agreement”)form attached hereto as Attachment IV duly executed by each of Xxxxx Xxxx, Xxxxxx Xxxxxxxxx, Xxxxxx Xxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx and Xxxx Xxxxx; (k) the Escrow Agreement duly executed by Seller; (l) written resignations of the officers and directors of the Company and the SCT Subsidiaries; (m) payoff letters and release and termination of all Liens associated with all debt for borrowed money owed to allow any bank or other financial institution by the Company and the SCT Subsidiaries, each in a form reasonably satisfactory to Buyer; and (n) evidence reasonably satisfactory to Buyer that Seller and/or the S Corporation Parent has withheld and/or reported any Taxes required to act as the exclusive agent to Seller be withheld and/or reported in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Management Incentive Payment.

Seller’s Deliveries. At a. Within ten (10) days after the Closing, Effective Date of this Agreement: i. Seller shall deliver the following to Buyer (at no cost to Buyer: (a) The salecopies of any and all tests, transfersurveys, assignmentexaminations, conveyance and delivery of the Acquired Assetsplans, including but not limited to the Acquired Contractsappraisals, by bills of salepermits, deedslicenses, endorsements, assignments environmental studies or reports and other instruments of transfer and conveyance studies or investigations regarding the Premises which the Seller may have in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarityits possession or control, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, specifically including, but not limited towithout limitation, the following: (i1) that the terms and conditions All existing environmental reports, studies or surveys of the sale Premises which are in the possession, custody or control of Seller, Seller's legal counsel (provided that such documents required from Seller's legal counsel are non-privileged) or Seller's employees. Seller shall in good faith also attempt to obtain and deliver any other reports, studies, or surveys of the Acquired Assets Premises which are in the possession, custody or control of Seller's contractors, agents or consultants. Seller shall in good faith also request a letter or certificate from the issuer of each report as may be requested by Buyer, certifying the same to Buyer and CNL American Realty Fund, Inc. or otherwise stating that Buyer and CNL American Realty Fund, Inc. are entitled to rely on the same; provided that such certificates shall be at no cost to Seller. (2) If Tenant is a different entity than Seller, a current operating statement (if applicable), profit and loss statement (if applicable), balance sheet and other financial information for Tenant reasonably requested by Buyer, certified as set forth herein are approvedtrue, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations. Further, the financial information of Guarantor shall also be expressly subject to review by Buyer for the purposes of satisfying Buyer's (or CNL American Realty Fund, Inc.'s credit underwriting guidelines, as published from time to time. (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises and, if possible, identifying the permitted uses under such classification. (4) Final "as-built" Plans for the Improvements; (ii5) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of SellerAll Permits, including without limitation, any Claims a certificate of occupancy for injuries or losses suffered the use and occupancy of the Premises by Tenant and a current, valid liquor license. (6) All warranties and guaranties pertaining to any persons or property for incidences or circumstances that occurred before the ClosingImprovements, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement including the manufacturer's roof membrane warranty issued with respect to the Assumed Liabilitiesbuilding comprising the Improvements. ii. Seller shall deliver to Buyer (at no cost to Buyer) true and correct copies of all Contracts and any operation, and that any action threatened or commenced or claim made against Buyer management and/or franchise agreements in respect connection with the operation of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, Premises or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Sellerpart thereof, including any Chapter 7 Trustees;without limitation, a copy of that certain Franchise Agreement by and between Seller and Marriott International, Inc. for the operation of a Residence Inn by Marriott franchised hotel at the Premises (the "Franchise Agreement"). (xv) iii. Seller shall provide to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each a copy of the respective Supermarkets, including the installation most recent tax bill (and construction of signage paid receipt therefor) witx xespect to ad valorem real property taxes and assessments levied or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits assessed with respect to the PharmaciesPremises. iv. Seller shall conduct an inventory of the Personal Property and Tenant's Personal Property and provide Buyer with notice of the date and time for the conducting of such inventory. Buyer shall be entitled to have a representative present to monitor and participate in such inventory. Thereafter Seller shall provide to Buyer the written results of such inventory identifying the type, quantity and Seller's purchase price and/or cost basis for each item of Personal Property and Tenant's Personal Property. v. Seller shall provide to Buyer copies of all of Seller's insurance policies currently in form effect with respect to the Premises together with copies of all claim's logs, loss runs, claim's notices and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by similar documents which catalog and chronicle the status of all claims or potential claims threatened or made against Seller, substantially in its manager or the form Premises. vi. Seller shall deliver to Buyer true, correct and complete copies of Exhibit 3.2(h) attached hereto, all operating and income statements and reports effecting or relating to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto Premises. Such documents and information shall be utilized solely for the purpose of evaluating Buyer's proposed acquisition of the Property. By accepting delivery of such documents and information, Buyer shall have acknowledged that Seller has made, and is making, no representation or warranty, express or implied, as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form accuracy of Exhibit 3.2(i) attached hereto (the “Agency Agreement”)completeness of such documents and information which were prepared by third parties other than that Seller represents and warrants that it is not aware of any inaccuracy, to allow Buyer to act as the exclusive agent to Seller in connection with the sale omission or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller misstatement with respect to certain the same except as specifically disclosed by Seller in writing to Buyer, and Seller shall incur no liability to Buyer or any other third party by reason of furnishing or making such document and information available to Buyer consistent with the foregoing understanding. Buyer agrees that it will make its own independent investigations and studies with respect to the Property and all aspects thereof, and will rely thereon and on the advice of its consultants concerning its proposed acquisition of the Supermarkets Property. Seller agrees to reasonably cooperate with Buyer in Buyer's investigations and assets of Sellerstudies with respect to the Property; and provided, however, Seller shall not be obligated to expend funds to third parties (jother than its legal counsel) An Interim Operating in doing so, unless expressly provided otherwise in this Agreement. In the event the Closing does not occur, duly executed Buyer shall return all such documents and information provided by Seller, substantially in . Buyer's obligation to return such documents and information provided by Seller shall survive the form termination or cancellation of Exhibit 3.2(j) attached hereto (the “Interim Operating this Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and Seller’s delivery at Closing of the Acquired Assetsfollowing, including but not limited all documents to be executed originals and, if applicable, witnessed and properly acknowledged (the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following:Closing Documents”): (i) Limited warranty deeds from each entity constituting Seller as to the portion of the Property each such entity owns in the form attached hereto as Exhibit D, subject to the following matters (collectively, the “Deed”): (A) Non-delinquent real property taxes, water and sewer charges and all assessments (governmental and private) and unpaid installments thereof which are not yet due and payable, subject to the provisions of Section 11.2 below; (B) Any matter (including any lien, encumbrance or easement) voluntarily imposed or consented to in writing by Purchaser prior to or as of the Closing; (C) Laws and governmental regulations, including all building codes, zoning regulations and ordinances, that affect the use, operation and maintenance of the Property, and any violations thereof; (D) Such state of facts as may be shown on an accurate and current survey or by inspection of the Property; (E) Variations between locations of fences, retaining walls, guy poles, xxxxxx, treelines and shrubs; (F) Rights of tenants, as tenants only, of the Land and Improvements under the terms and conditions of all Leases with Purchaser hereby acknowledging that Purchaser has examined such Leases; and (G) the sale of the Acquired Assets to Buyer Permitted Exceptions, as set forth herein are approved;defined in Section 8.1. (ii) that Seller holds good and indefeasible title to the Acquired AssetsReserved; (iii) that The Assignment and Assumption Agreement in the sale of form attached as Exhibit F (the Acquired Assets to Buyer is free “Assignment and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleAssumption Agreement”); (iv) that The Leases, together with any letters of credit held as security deposits under any of the Total Consideration constitutes fair value for the Acquired AssetsLeases and all instruments reasonably required to transfer such letters of credit to Purchaser; (v) The Certification in the form attached hereto as Exhibit G that Buyer Seller is acquiring none of the Excluded Assetsnot a “foreign person”; (vi) that An Assistant Secretary’s Certificate evidencing the transactions contemplated authority of individuals to execute any instruments executed and delivered by this Agreement were negotiated Seller at arm’s lengthClosing, that Buyer acted in together with a certificate of good faith in all respects and that Buyer and its assignees and designees are entitled to the protections standing of Section 363(m) of the Bankruptcy CodeSeller; (vii) that notice The Xxxx of Sale in the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of themform attached hereto as Exhibit H; (viii) that A closing statement in form and content satisfactory to Seller is authorized to assume and assign to Buyer each of Purchaser (the Acquired Contracts; provided, that (A“Closing Statement”) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000signed by Seller; (ix) All keys and lock combinations for the Property and all leasing and other files relating to the Property and all other licenses, certificates, permits, plans, books, records and reports and other materials that Seller is authorized and directed comprise the Intangible Property, to consummate the transactions contemplated by this Agreement and to comply extent such items are in all respects with the terms of this AgreementSeller’s actual possession or control; (x) At least three (3) business days prior to closing Seller must have delivered to Purchaser original tenant estoppel certificates executed by tenants under existing Leases from the following tenants of the Improvements: (1) Coyote Logistics LLC, (2) AGS LLC, and (3) GSMA LTD.(collectively, the “Major Tenants”) and from a sufficient number of other tenants of the Improvements (the “Minor Tenants”) so that estoppel certificates are received from tenants leasing no less than seventy percent (70%) of the sale process conducted aggregate area leased in the Improvements, exclusive of any parking leases (the “Required Tenant Estoppel Certificates”). Each Required Tenant Estoppel Certificate (1) will be on the form attached to the applicable Lease, if any, or if there is no form attached to the Lease, then will be substantially on the form attached hereto as Exhibit I (provided, however, if any Lease limits the provisions to be included in any estoppel certificate, the form shall be modified accordingly); and (2) will not have been modified in any substantive, adverse manner. The addition of a knowledge qualification or other non-material change to an estoppel certificate will not cause such tenant estoppel certificate to fail to satisfy the requirements for an acceptable Required Tenant Estoppel Certificate. Seller, at its sole option, may elect to satisfy part of the requirements under this Section 4.1(b)(x) by delivery of a Seller estoppel certificate in the form attached hereto as Exhibit N (a “Seller Estoppel Certificate”) for up to ten percent (10%) of the leased square footage of the Improvement leased by Minor Tenants whose Required Tenant Estoppel Certificates have not been received by Closing. Any Seller Estoppel Certificate delivered by Seller and/or to Purchaser shall be subject to all terms and conditions of Sections 15.15 and 15.21 of this Agreement. If Seller or Purchaser subsequently obtains a Required Tenant Estoppel Certificate meeting the requirements of this Section 4.1(b)(x) hereof, from a tenant for which Seller has delivered a Seller Estoppel Certificate, the delivered Seller Estoppel Certificate will be null and void, and Purchaser will accept the Required Tenant Estoppel Certificate in its agents place. In the event Seller fails, for any reason, to deliver to the Purchaser the required number of Required Tenant Estoppel Certificates in accordance with the provisions of this Section 4.1(b)(x) prior to the Closing, then Seller will not be deemed in default hereunder, and Purchaser’s sole remedy will be to terminate this Agreement, whereupon the Title Company will return the Deposit to Purchaser, and both parties will be relieved of any further obligations hereunder, except for the obligations hereunder which expressly survive Closing or other termination of this Agreement. Seller will deliver to Purchaser a draft of each Required Tenant Estoppel Certificate for Purchaser’s review and approval prior to Seller’s delivery thereof to the tenants. Seller agrees to request a Tenant Estoppel Certificate from each of the tenants under the Leases and to diligently pursue the execution and delivery thereof, provided, Seller shall not be required to pay any money or xxx any tenant to procure a Required Tenant Estoppel Certificate. If Seller has not delivered the Required Tenant Estoppel Certificates prior to Closing, Seller may, at Seller’s option, elect to: (including i) adjourn the Closing for a period not to exceed fifteen (15) business days to allow Seller to continue its efforts to obtain the Required Tenant Estoppel Certificates to satisfy. In the event after adjourning the Closing as set forth above, Seller fails to provide a sufficient number of Required Tenant Estoppel Certificates, Purchaser’s sole remedy shall be to either (Y) waive the Estoppel Requirement and proceed to Closing without any auction abatement in the Purchase Price, or bid solicitation process(Z) was non-collusive, fair terminate this Agreement and reasonable and was conducted in good faith;receive a refund of the Deposit. (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy CodeReserved; (xii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Seller to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the be mailed out by Purchaser upon Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreementReserved; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 TrusteesReserved; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premisesReserved; (xvi) that Such documents of Seller which authorize the Bankruptcy Sale Order shall contain such provisions authorizing Seller sale of the Property to enter into Purchaser and other documents as all are reasonably required by the Transition Services AgreementTitle Company and reasonably approved by Seller; (xvii) A lien waiver executed by the Broker on a customary form, in a form acceptable to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing salesTitle Company; (xviii) that An owner’s affidavit in the Bankruptcy Sale Order shall contain form attached hereto as Exhibit T in order to cause the Title Company to issue to Purchaser an owner’s title insurance policy or policies in the form and condition required by this Agreement (but all such provisions authorizing Seller affidavits, certificates or other documents must be reasonably acceptable to enter into the Interim Operating AgreementSeller); (xix) A certificate or affidavit as is required under applicable provisions of Georgia law to assure Purchaser and Title Company that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan StipulationGeorgia withholding tax is not required; and (xx) that Such additional assignments, instruments and documents, including title affidavits, certificates or other documents customarily required by the Bankruptcy Sale Order shall apply Title Company as defined in Section 8.1 hereof on Seller’s and Title Company’s customary forms, appropriate to be executed and delivered by Seller as may be reasonably necessary to complete the XxXxxx Assets (including Equipment) transaction contemplated hereby and to carry out the C&S Designation Rights in substantially intent and purposes of this Agreement provided the same manner as they apply to the Acquired Assetsare commercially reasonable and do not require disclosure of proprietary information. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyerdeliver: (a) The sale, One or more Quitclaim Deeds with Covenant or such other appropriate documents or instruments of transfer, assignmentas the case may require to transfer the Real Property to be Conveyed and the Attachments, conveyance and delivery of in the Acquired Assets, including but not limited form agreed pursuant to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSection 5.06; (b) A certified copy Xxxx of Sale and Assignment and Assumption Agreement in the Bankruptcy Sale Order. For purposes form of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedExhibit D executed by Seller; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) Assignment and Assumption Agreements in the forms attached hereto of Exhibit E; (d) A certificate, certificate signed by the President or a Vice President of Seller and dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of Date as to the matters set forth in Section 7.2(a6.01(a) and 7.2(bSection 6.01(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance Evidence reasonably satisfactory to Buyer of the parties heretoreceipt of the Specified Consents for which Seller is responsible to obtain and the assignment to Buyer of the Assumed Agreements, regarding certain Closing mattersthe Permits and the Environmental Permits, to the extent Buyer has obtained consent, as contemplated by this Agreement; (f) With An affidavit of non-foreign status certifying that the sale of the Real Property by Seller is exempt from withholding under Section 1445 of the Code, and, if applicable, a certificate in the form required by Maine Revenue Services certifying that the sale of the Real Property by Seller is exempt from Maine income tax withholding under 36 M.R.S.A. § 5250 A, and a tax clearance certificate from Maine Revenue Services with respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory Seller pursuant to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage36 M.R.S.A. § 177(6); (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially The Protocol Agreement in the form of Exhibit 3.2(h) attached heretoL, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of executed by Seller; and (jh) An Interim Operating Such other certificates, documents and instruments as reasonably may be requested by Buyer in connection with the transactions contemplated by this Agreement, duly executed by Seller, substantially in including without limitation the form affidavits and indemnities reasonably required for the issuance of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Buyer’s title insurance policy.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, or to the Title Company as Escrow Holder, the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: items: (i) that a Utah statutory special warranty deed (the terms “Deed”), in the form attached as Exhibit 4, in recordable form, duly executed and conditions of acknowledged by Seller, conveying fee simple title in and to the sale of the Acquired Assets Property to Buyer or Buyer’s designee, subject only to Permitted Exceptions, including any Title Exceptions not cured or removed by Seller but waived by Buyer as set forth herein are approved; provided in Section 4.3; (ii) that an ALTA Affidavit, in such form as is acceptable to Seller holds good and indefeasible required by the Title Company to issue “extended coverage” title to insurance, and such other items reasonably requested by the Acquired Assets; Title Company as administrative requirements for consummating the Closing; (iii) that the sale a Non-foreign Affidavit, in compliance with Section 1445 of the Acquired Assets to Buyer is free and clearInternal Revenue Code of 1986, other than for Assumed Liabilities, of any and all Liens, Claims, interestsas amended, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code regulations promulgated thereunder (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b“FIRPTA”), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form attached as Exhibit 5 to this Contract; (iv) a Xxxx of Exhibit 3.2(h) attached heretoSale, to allow the transition Assignment of the Supermarkets Agreements and the Acquired Assets and the operation Transfer of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially Assets, in the form attached as Exhibit 7 to this Contract (“Xxxx of Exhibit 3.2(i) attached hereto (the “Agency AgreementSale/Assignment”), conveying the Service Contracts that Buyer may agree to allow Buyer to act as assume and the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain Transferred Assets; (v) duplicate originals of the Supermarkets and assets of Seller; and (j) An Interim Operating Lease Termination Agreement, in the form attached as Exhibit 2, duly executed and acknowledged by Seller; (vi) any other documents, substantially in instruments or agreements called for hereunder which have not been previously delivered or which are reasonably required by the form Title Company (such as evidence of Exhibit 3.2(jauthorization of the transaction) attached hereto (to close the “Interim Operating Agreement”)transaction as contemplated by this Contract. A copy of the documentation evidencing the authorization of the transaction will be provided to Buyer.

Seller’s Deliveries. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser the following to Buyer: (a) The salefollowing, transfer, assignment, conveyance and delivery each of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance which shall be in form and substance reasonably acceptable to Buyercounsel for Purchaser, and none of which shall contain any representations or warranties, express or implied by Seller except to the extent specifically provided hereinbelow: (a) Recordable special warranty deed from Seller to Purchaser conveying the Real Property, subject only to the Permitted Exceptions; (b) A certified copy Xxxx of the Bankruptcy Sale Order. For purposes transferring to Purchaser without recourse all of claritySeller's right, the Bankruptcy Sale Order shall contain the provisions, findings title and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller interest in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleFixtures and Tangible Personal Property, Consumables and Operating Equipment; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificateAn assignment conveying and transferring to Purchaser without recourse all of Seller's right, dated as title and interest in, to and under any and all Bookings, Motel Contracts and Permits (to the extent assignable, and with the specific exception of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(bMotel franchise agreement), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates An ALTA Owner's Title Insurance Policy (the "Title Policy"), issued in favor of Seller issued Purchaser by the Secretary Title Company, in the amount of State the Purchase Price, insuring Purchaser's fee simple title to the Real Property, subject only to the Permitted Exceptions and otherwise in conformity with the Title Commitment; (e) The FIRPTA Certificate; (f) A counterpart of Delaware the Preliminary Closing Statement, executed by Seller; (g) A copy of a letter addressed to and accepted by the Secretary of State of New York issued within ten (10) days Manager terminating the Operating Lease as to the Motel as of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services AgreementIRS Form 1099 and any State, duly executed County or local transfer declarations required by Seller, substantially in any governmental authority having jurisdiction over the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);Property; and (i) An Agency Agreement substantially in A list certified by the form Manager of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act all Continuing Obligations and Motel Contracts as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets Closing Date. Purchaser acknowledges that all documents executed and assets delivered by Seller at Closing will contain the exculpation provisions set forth in Article 16 of Seller; and (j) An Interim Operating this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the ClosingIn addition to any other documents or agreements required under this Agreement, Seller shall deliver to Purchaser the following to Buyerfollowing: (a) The salecertificates representing the Shares duly endorsed in blank with signatures guaranteed by a domestic commercial bank or trust company, transferwith all necessary transfer tax and other revenue stamps, assignmentacquired at Seller's expense, conveyance affixed and delivery canceled. Seller agrees to cure any deficiencies with respect to the endorsement of the Acquired Assets, including but not limited certificates representing the Shares or with respect to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyerstock power accompanying any such certificates; (b) A certified copy a certificate executed by the secretary or assistant secretary of Seller, certifying resolutions of the Bankruptcy Sale Order. For purposes Board of clarityDirectors of Seller approving and authorizing the execution, the Bankruptcy Sale Order shall contain the provisions, findings delivery and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions performance by Seller of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate (together with an incumbency and proper under signature certificate regarding the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order officer(s) signing this Agreement on behalf of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of themSeller); (viiic) that copies of all consents and approvals obtained, and registrations, qualifications, declarations, filings and notices made by Seller is authorized or the Company pursuant to assume Section 3.01(f) hereof; (d) the Articles of Incorporation of the Company and assign to Buyer any amendments thereto certified by the Inspector General of Financial Institutions, and all By-laws of the Company currently in effect, certified by the secretary or assistant secretary of the Company; (e) a Certificate of Good Standing for Seller from the State of Delaware; (f) a Certificate of Good Standing for the Company from the Province of Quebec under the Companies Act (Quebec) and the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (Quebec); (g) the resignation of each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000Company's directors; (ixh) the favorable opinion of Certilman Balin Xxxxx & Xxxxx, LLP, counsel to Seller, in form and substance satisfactory to Purchaser and its counsel, to the effect that Seller no action by Seller's stockholders is authorized and directed to consummate the transactions contemplated by this Agreement and to comply required in all respects connection with the terms execution, delivery and performance by Seller of this Agreement; (xi) that a certificate executed by the sale process conducted by Seller and/or its agents (including any auction secretary or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) an assistant secretary of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable lawCompany, that Buyer is not a successor to, or otherwise liable for, the debts or obligations certifying resolutions of Seller, including without limitationas sole shareholder of the Company, any Claims for injuries or losses suffered authorizing the transfer of the Shares to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in Purchaser pursuant to this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes Company's Articles of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of SellerIncorporation; and (j) An Interim Operating Agreement, duly executed such other documents and certificates as reasonably may be required by Seller, substantially in Purchaser to consummate this Agreement and the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)transactions contemplated hereby.

Seller’s Deliveries. At On or prior to the ClosingClosing Date, each Seller shall execute, acknowledge (where applicable) and deliver (or cause to be delivered) to the following to BuyerEscrow Agent the following: (a) The saleAn original bargain and sale deed with covenant (the “Deed”) in the form of Exhibit “C” attached hereto conveying to Buyer its Constituent Properties in fee simple, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited subject only to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerPermitted Exceptions; (b) A certified copy Two (2) counterparts of an original xxxx of sale, assignment and assumption agreement (the Bankruptcy Sale Order. For purposes “Xxxx Of Sale, Assignment, and Assumption”) in the form of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets Exhibit “D” attached hereto conveying to Buyer as set forth herein are approved; (iiwith no value separate from the Land) that Seller holds good all right, title and indefeasible title to the Acquired Assets; (iii) that the sale interest of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleits Constituent Properties; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated list of all cash and non-cash tenant security deposits (including letters of credit) delivered to such Seller as of the Closing DateDate pursuant to the terms of the Leases (together with a list of the amounts of any tenant security deposits applied or letters of credit drawn upon and applied towards tenant's liabilities under the Leases), together with, subject to the terms of the applicable prorations provisions herein, other instruments of assignment, transfer, signature guaranty or consent as may be necessary to permit Buyer to realize upon the same, each duly executed and delivered by such Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates An original certificate in the form Exhibit “I” attached hereto certifying that such Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code; (e) Unless Buyer and Sellers mutually elect to deliver the same outside of escrow, written notices executed by such Seller issued and addressed to each of the tenants under the Leases with respect to each Constituent Property (“Tenant Notices”), in the form of Exhibit “E”, which notices Buyer shall, at Buyer’s sole cost and expense, mail to each such tenant by the Secretary of State of Delaware and the Secretary of State of New York issued registered or certified mail, return receipt requested within ten (10) business days after the Closing Date (and Buyer shall provide proof of delivery thereof to Sellers promptly following delivery of Tenant Notices to tenants); (f) Unless Buyer and Sellers mutually elect to deliver the same outside of escrow, written notices executed by such Seller and addressed to each of the vendors under any Contract to be assumed by Buyer at Closing as provided in this Agreement (“Vendor Notices”), such Vendor Notices to be in such form(s) as are reasonably required by Sellers, which notices shall indicate that the applicable Constituent Properties have been sold to Buyer and that all rights of such Seller thereunder have been assigned to Buyer. Buyer shall, at Buyer’s sole cost and expense, mail to each such Vendor Notices to such vendors by registered or certified mail, return receipt requested within ten (10) business days after the Closing Date (and Buyer shall provide proof of delivery thereof to Sellers promptly following delivery of Vendor Notices to vendors); (g) A Seller Closing Certificate duly executed by such Seller; (h) Evidence reasonably satisfactory to Buyer and the Escrow Agent respecting the due organization of such Seller and the due authorization and execution by the person executing this Agreement and the documents required to be delivered hereunder on behalf of such Seller; (i) Such applicable sales tax or real property transfer tax forms or declarations or similar forms (the "Transfer Tax Returns") prepared and executed by such Seller, together with the payment of the amount of the transfer taxes, if any, due in connection with the transactions contemplated hereunder; (j) If required by the Title Company, a title certificate in the form of Exhibit “F” (“Seller Title Certificate”) to facilitate the issuance of any title insurance sought by Buyer in connection with the transactions contemplated hereby; (k) An updated Schedule 7.1.1(e) dated no earlier than five (5) business days prior to the Closing Date; (el) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits Any operating statements with respect to the Pharmacies, each in form Constituent Properties for the calendar years 2014 and substance reasonably satisfactory 2015 and any draft operating statements with respect to Buyer; the Constituent Properties for the calendar year 2016 (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”other than Excluded Materials); (im) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf updated schedule of Seller with respect to certain Leasing Costs as of the Supermarkets and assets of SellerClosing Date; and (jn) An Interim Operating AgreementSuch additional documents as may be reasonably required by the Escrow Agent in order to consummate the transactions contemplated hereunder; provided the same do not increase in any material respect the costs to, duly executed by or liability or obligations of, such Seller in a manner not otherwise provided for herein. In addition to the foregoing, to the extent they do not constitute Reserved Company Assets and to the applicable Seller, substantially ’s knowledge are then in the form possession of Exhibit 3.2(jsuch Seller (or its agents) attached hereto and have not theretofore been delivered to Buyer, such Seller shall deliver to Buyer at or promptly before the Closing: (i) any plans and specifications for the “Interim Operating Agreement”)Improvements and as-built drawings for each Constituent Property; (ii) all unexpired warranties and guarantees that such Seller has received in connection with any work or services performed with respect to, or equipment installed in, each Constituent Property; (iii) all keys and other access control devices for each Constituent Property; (iv) originals (to the extent in such Seller's possession, otherwise photostatic copies hereof) of all Leases in effect on such date for each Constituent Property; (v) originals (to the extent in such Seller's possession, otherwise photostatic copies hereof) of all Contracts assumed by Buyer at Closing, Permits and Licenses for the Constituent Property that will remain in effect after the Closing and all tenant leasing information, leasing files, operating reports, and other material documents relating to the operation or maintenance of each Constituent Property (other than Excluded Materials) in the applicable Seller’s possession; and (vi) a summary of any employee benefit plans or other employee health plans applicable to the Transferred Employees immediately prior to Closing. All items described in this paragraph may be either delivered at or before Closing or left at the Properties.

Seller’s Deliveries. At the Closing, Seller shall deliver to Purchaser the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery a certificate of the Acquired Assetssecretary, including but not assistant secretary or equivalent Person of Seller, in a form reasonably satisfactory to Purchaser, certifying (i) resolutions of the manager and member of Seller approving and authorizing the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby, (ii) a correct and complete copy of the certificate of formation and limited liability company agreement of Seller and (iii) incumbency matters with respect to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSeller; (b) A certified copy a good standing or similar certificate of each Acquired Company from the jurisdiction of formation or incorporation, as the case may be, of each such Acquired Company and such United States jurisdictions in which each Acquired Company is qualified as a foreign company or limited liability company (as the case may be), dated within 10 days prior to the Closing Date; (c) a certificate, in a form reasonably satisfactory to Purchaser, dated as of the Bankruptcy Sale Order. For purposes Closing Date, executed by a duly authorized officer of claritySeller, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable certifying as to the partiessatisfaction of the conditions set forth in Section 8.2(a), includingSection 8.2(b), but not limited toSection 8.2(c) and Section 8.2(f); (d) an assignment of the AWS Membership Units (the “Assignment of AWS Membership Units”), in the following:form of Exhibit A, duly executed by Seller; (e) an assignment of the EPA Membership Units (the “Assignment of EPA Membership Units”), in the form of Exhibit B, duly executed by Seller; (f) an escrow agreement, substantially in the form of Exhibit C (the “Escrow Agreement”), duly executed by Seller; (g) an escrow agreement, substantially in the form of Exhibit D (the “Second Escrow Agreement”), duly executed by Seller; (h) if there are any Detained Aircraft, an escrow agreement, substantially in the form of Exhibit E (the “Detained Aircraft Escrow Agreement”), duly executed by Seller; (i) that a license agreement, in the terms and conditions form of Exhibit F (the sale of the Acquired Assets to Buyer as set forth herein are approved“License Agreement”), duly executed by Seller; (iij) that a certificate of non-foreign status for Seller holds good and indefeasible title in a form reasonably satisfactory to the Acquired AssetsPurchaser; (iiik) a letter in a form reasonably acceptable to Purchaser reflecting the termination of that the sale certain Loan and Security Agreement, dated April 15, 2003, by and between AWS and Seller and a release of the Acquired Assets to Buyer is free all obligations and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the salesecurity interests thereunder; (ivl) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) a license agreement with respect to Contracts unrelated to real estate, Seller’s PAW Tracks software in the form of Exhibit G (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000;“PAW Tracks License Agreement”); and (ixm) that Seller is authorized such other documents and directed instruments as may be required by any other provision of this Agreement or any Ancillary Agreement or as may be reasonably required to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired AssetsAncillary Agreements. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closingclosing, Seller shall execute and deliver to Purchaser the Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser, the following in a form reasonably acceptable to BuyerSeller and Purchaser: (aA) A Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to Purchaser free of all liens, charges and encumbrances, except those assumed by the Purchaser. (B) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified Title Policy issued by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value underwriter for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice Title Company pursuant to the Bankruptcy Rules or order Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatePurchase Price, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy date of Closing. (C) Originals or copies of all signed leases and rental agreements in effect with tenants of the matters set forth in Section 7.2(aProperty not for more than one (1) and 7.2(b), in form and substance reasonably satisfactory to Buyer;year. (dD) Good standing certificates All security and cleaning deposits made by such tenants. Seller will give the tenants the required notice of such transfer in compliance with the laws of TEXAS-so that Seller is no longer responsible for the tenants' security deposits. (E) An affidavit of Seller issued in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's 1iens. (F) A rent roll certified by the Secretary of State of Delaware Seller to seller's knowledge to be materially accurate and the Secretary of State of New York issued within ten (10) days complete as of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills date of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially closing in the form of Exhibit 3.2(h) attached hereto, to allow the transition and content of the Supermarkets rent roll normally kept by Seller in its ordinary course of business, however, containing the actual rental, apartment number, any escrow, security deposit, etc. (G) An affidavit of Seller, as the title company may normally require, that to the best of its information and belief there are, on the Acquired Assets date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Purchaser shall cause an inspection to be made by a licensed extermination contractor, who is regularly engaged in the business of pest control. If said contractor's report indicates that there is any termite or other wood-boring insects infestation and/or damage to the Property, the Seller shall proceed to have any and all corrective treatment of the infestation, but not repair of damage, completed prior to closing. (If not possible prior to closing,. Seller shall deposit sufficient sums as required by the extermination contractor to make the treatment.) (I) Assignments of all Seller's interest in the following in the form attached hereto as EXHIBIT E: (1) all assignable licenses, and permits relating to the operation of the Property, (2) the leases and rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business related thereto and trade name as a going concern to Buyer (the “Transition Services Agreement”);set forth in Par. 1.1. (iJ) An Agency Agreement substantially Assignments without recourse of all warranties and guarantees (see Exhibit E) to the extent such are still in effect and provide Purchaser with copies of all such warranties in Seller's possession and guarantees without limitation for all appliances, dishwashers, disposals, refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), Seller's authorized officer to allow Buyer to act as the exclusive agent to Seller in connection with the sale of the Property and any other approvals required under Seller's partnership agreement or other disposition organizational documents, which may affect Seller's ability to convey indefeasible title. (L) Satisfactory evidence of assetsthe power and authority of Seller to enter into and consummate this agreement acceptable to the title company. (M) Affidavit that to the knowledge of Seller, includingSeller has received no notice of the presence of asbestos and/or any other hazardous material at the Property, except as set forth in any reports or information provided to Purchaser pursuant to Paragraph 6.2.1. (N) Seller shall provide a satisfactory and valid written termination of the management agreement executed by the existing management and rental agent for the Property, without limitation, cost to the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Purchaser.

Seller’s Deliveries. At the Closing, Seller shall deliver all of the following to Buyerdocuments set forth below: (a) The salea Bill of Sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyerattached hereto as Exhibit 8.2(a), duly executed xx Seller; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarityAssignment and Assumption Agreement, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedduly executed by Seller; (iic) that Seller holds good and indefeasible title an opinion of Seller's corporate counsel dated the Closing Date, addressed to Buyer, in the Acquired Assetsform of Exhibit 7.1(f) hereto; (iiid) that an opinion of Seller's FCC counsel dated the sale of the Acquired Assets Closing Date, addressed to Buyer is free and clear, other than for Assumed Liabilities, in the form of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(bExhibit 7.1(g) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (ive) that the Total Consideration constitutes fair value for the Acquired Assetscertificate described in Section 7.1(c) hereof; (vf) that Buyer is acquiring none instruments of assignment and transfer of all the Excluded AssetsCommission Authorizations executed by Seller, in form reasonably required by Seller; (vig) that the transactions contemplated instruments of assignment and transfer of all Intangibles, executed by this Agreement were negotiated at arm’s lengthSeller, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Codeform reasonably required by Buyer; (viih) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the executed Transition Services Agreement; (xviii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing salesall FCC logs; (xviiij) that certified copies of board of director resolutions of Seller authorizing the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into execution and delivery of this Agreement and the Interim Operating Agreementdocuments contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (xixk) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller certificates of good standing with respect to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificateSeller, dated issued as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued a recent date by the Secretary of State of the State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateTennessee; (el) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing mattersall Lien Release Instruments; (fm) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageall Required Consents; (gn) Such such other bills of sale, certificates of title, documents good and other sufficient instruments of transfer conveyance, assignment, and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may Buyers shall reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmaciesrequire, each in form and substance reasonably satisfactory required by Buyers, and as shall be effective to Buyervest in Buyers title to the Purchased Assets as contemplated by this Agreement and physical possession of the Purchased Assets; (ho) A Transition Services Agreementestoppel certificates relating to the Real Property Leases for the tower site in Rutherford County, duly executed by SellerTennessee, substantially and the antenna site at 5700 Knob Road, Xxxxxxxxx, Tennessee in the form of Exhibit 3.2(hattached hereto as Exxxxxx 0.0(x) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)xxx xxxxxxxx xx xxx xxxdlord under such leases; (ip) An Agency Agreement substantially the executed license agreement in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of SellerExhibit 2.13; and (jq) An Interim Operating Agreement, duly executed all other documents required by Seller, substantially in the form terms of Exhibit 3.2(j) attached hereto (this Agreement to be delivered to Buyers at the “Interim Operating Agreement”)Closing.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited with Escrow Agent in the following Closing Escrow to Buyerbe delivered to Purchaser at Closing, all of the (i) documents set forth in this Section 10.3.1, each of which shall have been duly executed by Fee Seller and/or Leasehold Seller, as applicable, and acknowledged and/or notarized (if required), and (ii) other items set forth in this Section 10.3.1 (the “Seller Closing Deliveries”), as follows: (a) The saleA closing certificate in the form of Exhibit B, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer;together with all exhibits thereto; 2230752.03F-NYCSR03A - MSW (b) A certified copy Special Warranty Deed in the form of Exhibit C (the Bankruptcy Sale Order. For purposes of clarity“Deed”), conveying the Bankruptcy Sale Order shall contain the provisionsReal Property to Purchaser, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered subject only to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoinedPermitted Exceptions; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificateBill of Sale in the form of Exhibit D, dated as of transferring the Closing DateFF&E, duly executed by Seller’s PresidentSupplies, certifying IT Systems, F&B, Retail Merchandise, Intellectual Property, Books and Records, Plans and Specifications, Warranties, Bookings and Accounts Receivable to Purchaser on the accuracy of the matters terms set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyertherein; (d) Good standing certificates A General Assignment and Assumption of Seller issued by Agreements in the Secretary form of State of Delaware Exhibit E, assigning the Licenses and Permits, Books and Records, Plans and Specifications, Intellectual Property, Warranties, and Bookings to Purchaser on the Secretary of State of New York issued within ten (10) days of the Closing Dateterms set forth therein; (e) A settlement statement An Assignment and Assumption of HMA Documents in the form and substance satisfactory of Exhibit G or in such other form as may be required by the Manager (the “Assignment of HMA Documents”), assigning the HMA Documents to Purchaser on the parties hereto, regarding certain Closing mattersterms set forth therein; (f) With respect An Assignment and Assumption of Tenant Leases and Contracts in the form of Exhibit H, assigning the Tenant Leases and Contracts to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing Purchaser on the Acquired Assets from such security interest or mortgageterms set forth therein; (g) Such other bills A Tenant Direction Letter in the form of saleExhibit I, certificates indicating to tenants under Tenant Leases that the Property has been sold to Purchaser and providing Purchaser’s information for the payment of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyerrent; (h) A Transition Services Agreement, duly executed by Seller, substantially An Assignment and Assumption of Hotel Facilities Agreement in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer J (the “Transition Services Assignment of Hotel Facilities Agreement”), assigning the Hotel Facilities Agreement to Purchaser on the terms set forth therein; (i) An Agency Assignment and Assumption of Revenue Sharing Agreement substantially in the form of Exhibit 3.2(i) attached hereto K (the “Agency Assignment of Revenue Sharing Agreement”), assigning the Revenue Sharing Agreement to allow Buyer to act as Purchaser on the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; andterms set forth therein; (j) An Interim Operating Agreement, duly executed by Seller, substantially Assignment and Assumption of Cost Sharing Agreement in the form of Exhibit 3.2(j) attached hereto O (the “Interim Operating Assignment of Cost Sharing Agreement”), assigning the Cost Sharing Agreement to Purchaser on the terms set forth therein; (k) A certificate or registration of title for any owned vehicle or other Personal Property included in the Property which requires such certification or registration, duly executed, conveying such vehicle or such other Personal Property to Purchaser; (l) Such agreements, affidavits or other documents as may be reasonably required by the Title Company from Seller to issue the Title Policy; (m) an Affidavit of Property Value in the form of Exhibit L; (n) a properly completed and executed Internal Revenue Service Form W-9 for Fee Seller and Leasehold Seller (or, if either Fee Seller or Leasehold Seller is a disregarded entity for U.S. federal income tax purposes, the owner of Fee Seller or Leasehold Seller, as applicable, for U.S. federal income tax purposes); (o) To the extent not previously delivered to Purchaser, all originals (or copies if originals are not available) of the Tenant Leases, Contracts, Licenses and Permits, Books and Records, keys and lock combinations in Seller’s Possession, which shall be located at the Property on the Closing Date and deemed to be delivered to Purchaser upon delivery of possession of the Property; provided, however, that Seller shall have the right to (i) redact and 2230752.03F-NYCSR03A - MSW reformat any Books and Records which include Excluded Records or data or other information pertaining to any other hotels owned, managed or franchised by Fee Seller, Leasehold Seller, Manager or any of their Affiliates, and (ii) retain copies of any Books and Records delivered to Purchaser; (p) The Closing Statement prepared pursuant to Section 11.1; (q) Reasonable evidence establishing that Seller has filed with the Arizona Department of Revenue a “Tax Clearance Application” for the issuance of the Initial Tax Clearance Certificate as required under Section 8.13.1; (r) The Parent Support Agreement in the form attached as Exhibit P on the terms set forth therein; (s) The RFP Letter in the form attached as Exhibit Q on the terms set forth therein; and (t) A written confirmation executed by Xxx Xxxxxx and Leasehold Seller that the Operating Lease has been terminated effective as of, or prior to, the Closing.

Seller’s Deliveries. At the Closingclosing, Seller shall execute and deliver to Purchaser the Special Warranty Deed referred to in Paragraph 3 hereof and shall also execute, where necessary, and deliver to Purchaser, the following in a form reasonably acceptable to BuyerPurchaser: (aA) A Xxxx of Sale, with special warranty of title transferring the personal property (as shown in Schedule B) to Purchaser free of all liens, charges and encumbrances. (B) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified Title Policy issued by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value underwriter for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice Title Company pursuant to the Bankruptcy Rules or order Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatePurchase Price, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy date of Closing. (C) Originals or copies of all signed leases and rental agreements in effect with tenants of the matters Property not for more than one (1) year. (D) All security and cleaning deposits made by such tenants. Seller shall give Purchaser a notice as required of such transfer in compliance with the laws of Texas and Purchaser, pursuant thereto, shall notify each tenant. (E) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (F) A rent roll certified by Seller to be true and correct as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Property, the apartment occupied by the tenant, the date to which rent has been, paid, any advance payment of rent, and the amount of any escrow, or security deposit of tenant. (G) An affidavit of Seller that to the best of its information and belief there are, on the date of closing, no unsatisfied judgments, creditor's claims other than in the course of business, tax liens, or pending bankruptcies involving Seller. (H) Seller shall provide, a certificate from a licensed extermination contractor, who is regularly engaged in the business of pest control, that all buildings are free from any termite or other wood-boring insect infestation. Said certificate shall be dated within 90 days of closing, bearing the Contractor's name,, contractors license number, the signature of the party authorized to sign for the Contractor and the date of the inspection. Should damage exist, Seller may, but shall not be obligated to proceed to have any corrective work completed prior to closing. If Seller does not make the repairs prior to closing, Purchaser, shall have the option of closing or at its sole discretion cancel this Agreement. Seller shall promptly return Purchaser's deposit upon such termination. (I) Assignments of all Seller's interest in the following in the form attached hereto as EXHIBIT D: (1) all assignable licenses, and permits relating to the operation of the Property, (2) the leases and rental agreements with tenants of the Property, (3) the existing Property telephone number and (4) the business and trade name as set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer;Par. 1.1. (dJ) Good standing certificates Assignments without recourse of Seller issued all warranties and guarantees (see Exhibit D) to the extent such are still in effect and provide Purchaser with copies of all such warranties and guarantees without limitation for all appliances, dishwashers, disposals refrigerators, heating and air conditioning units, washers and dryers. (K) Consent of the Seller's authorized officer to the sale of the Property and any other approvals required under Seller's articles, by-laws or other organizational documents, which may affect Seller's ability to convey marketable title. (L) Provide documents for the transfer of the telephone, electric, water and sewers and gas utilities, as may be required by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date;utility, for execution at closing. (eM) A settlement statement in form and substance Evidence satisfactory to the parties hereto, regarding certain Closing matters;title company of the power and authority of Seller to enter into and consummate this Agreement. (fN) With respect to Affidavit that Seller has received no notice of the presence of asbestos and/or any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing other hazardous material at the Acquired Assets from such security interest or mortgage;Property. (gO) Such other bills of sale, certificates of title, documents Seller shall provide a satisfactory and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership written termination of the Acquired Assets management agreement executed by the existing management and rental agent for the Property, without cost to the Purchaser. (P) A notice letter to all the residents of the apartment complex as to change of ownership in the form prepared by the Purchaser. (Q) All such other documents as may are normally transferred at settlement in the jurisdiction in which the property is located or are reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer;Purchaser or its counsel. (hR) A Transition Services Agreement, duly executed representation letter as normally required by Seller, substantially auditors for a public company in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto hereto as a going concern to Buyer (the “Transition Services Agreement”);EXHIBIT E. This clause shall survive closing for one year. (iS) An Agency Closing Memorandum and Indemnification Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).EXHIBIT F.

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver or cause to be delivered into escrow, at Sellers’ sole expense, each of the following items each executed and acknowledged to Buyerthe extent appropriate: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerA Deed for each Real Property; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than General Assignment for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents Property (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faithan assignment of Warranties); (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) An Assignment and 7.2(b), in form and substance reasonably satisfactory to BuyerAssumption Agreement for each Property; (d) Good standing certificates An Assignment and Assumption Agreement of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateGround Lease for each Ground Lease; (e) A settlement statement in form An Assignment and substance satisfactory to the parties hereto, regarding certain Closing mattersAssumption Agreement - Membership Interest; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form An Assignment and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageAssumption Agreement — Limited Partnership Interest; (g) Such other bills of sale, certificates of title, documents An Assignment and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerAssumption Agreement — General Partnership Interest; (h) Consents to the assignment of the Ground Leases; (i) any waivers of Rights of First Refusal or Purchase Options; (j) the Master Lease; (k) A Transition Services Agreement, duly executed non-foreign person affidavit sworn to by Seller, each Seller as required by Section 1445 of the Code; (l) A certificate updating the Seller Representations substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)G; (im) An Agency Agreement substantially The Gap Indemnity in the form of Exhibit 3.2(i) attached hereto (as Exhibit M-1, the “Agency Agreement”), Owner’s Affidavit in the form attached hereto as Exhibit M-2 and such evidence or documents as may be reasonably required by the Title Company relating to allow Buyer to act as the exclusive agent to status and capacity of each Seller and the authority of the Person or Persons who are executing the various documents on behalf of each Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets Properties; (n) A duly-executed Closing Statement; (o) A Post-Closing Escrow Agreement, if necessary; (p) Any estoppels relating to reciprocal easement agreements; (q) An updated Lease Schedule; (r) All keys in Seller’s possession or control to all locks on the Improvements; (s) Originals of the Leases, to the extent in the possession or control of any Seller; (t) The Tenant Notices; and (ju) An Interim Operating Agreement, duly executed by Seller, substantially All Contracts and all other documents in the form possession or control of Exhibit 3.2(j) attached hereto (any Seller and material to Purchaser’s ownership or operation of the “Interim Operating Agreement”)Properties, including all permits, licenses, approvals, plans, specifications, guaranties and Warranties relating to the Properties and in any Seller’s possession or control, but excluding the Excluded Items.

Seller’s Deliveries. At the With respect to each Property or each Seller, as applicable, at Closing, Seller the Sellers shall deliver to Purchaser all of the following to Buyerinstruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Sellers and shall be dated as of the date of Closing: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, certificate required by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSection 5.1(b); (b) A certified copy The Deed; (c) Assignment and Assumption of the Bankruptcy Courtyard Ground Lease only for the Courtyard; (d) The Xxxx of Sale Order. For purposes (Inventory); (e) The Xxxx of clarity, Sale (Personal Property); (f) The Assignment and Assumption Agreement; (g) The Assignment and Assumption of the Bankruptcy Sale Order shall contain Residence Inn Unit Leases; (h) Certificate(s)/Registration of Title for any vehicle owned by the provisions, findings Sellers and orders reasonably acceptable to used in connection with the parties, including, but not limited to, the following:Property; (i) that Such agreements, affidavits or other documents as may be required by the terms Title Company to issue the Owner’s Title Policy with affirmative coverage over mechanics’ and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedmaterialmen’s liens; (iij) that Seller holds good and indefeasible title to the Acquired AssetsThe FIRPTA Certificate; (iiik) that the sale True, correct and complete copies of the Acquired Assets to Buyer is free and clearall warranties, other than for Assumed Liabilitiesif any, of any manufacturers, suppliers and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified installers possessed by the Seller in Schedule 3.2(b) hereto) and relating to the extent applicable that Improvements and the Personal Property, or any such Liens attach to the proceeds of the salepart thereof; (ivl) Copies of certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority; (m) Such proof as the Purchaser may reasonably require with respect to Seller’s compliance with the bulk sales laws or similar statutes; (n) A written instrument executed by the Seller, conveying and transferring to the Purchaser all of the Seller’s right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Seller maintains a post office box, conveying to the Purchaser all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operations and communications; (o) All current real estate and personal property tax bills in the Seller’s possession or that Seller may reasonably obtain; (p) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information; (q) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Purchaser to honor the Sellers’ commitments in that regard; (r) A list of the Sellers’ outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Sellers; (s) Written notice executed by the Sellers notifying all interested parties, including all tenants under any leases of the Property, that the Total Consideration constitutes fair value Property has been conveyed to the Purchaser and directing that all payments, inquiries and the like be forwarded to the Purchaser at the address to be provided by the Purchaser; (t) All keys for the Acquired AssetsProperty; (u) All books, records, operating reports, appraisal reports, files and other materials in the Sellers’ possession or control which are necessary in the Purchasers discretion to maintain continuity of operation of the Property; (v) that Buyer is acquiring none An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Excluded AssetsImprovements; (viw) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections Complete set of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility “as-built” drawings for the first $100,000 of the Cure Amounts related theretoImprovements, (ii) Seller shall have sole responsibility for Cure Amounts related thereto if any in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement;Seller’s possession; and (x) that the sale process conducted by Seller and/or its agents (including any auction Any other document or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance instrument reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued requested by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement Purchaser or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)required hereby.

Seller’s Deliveries. At the Closing, or promptly after the Closing in the case of the Sublease Agreement (as provided in the Transition Services Agreement), Seller, Seller Subsidiary and the Selling Parties shall deliver to Buyer all the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery a copy of the Acquired Assets, including but not limited to certificate of formation of Seller certified as of a recent date by the Acquired Contracts, by bills Secretary of sale, deeds, endorsements, assignments and other instruments State of transfer and conveyance in form and substance reasonably acceptable to Buyerthe State of Delaware; (b) A certified copy a certificate of good standing of Seller issued as of a recent date by the Secretary of State of the Bankruptcy Sale Order. For purposes State of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedDelaware; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatea copy of the certificate of incorporation of Seller Subsidiary; (d) a certificate of good standing of Seller Subsidiary issued as of a recent date by the Registrar of Companies for England and Wales; (e) a certificate of the secretary or an assistant secretary of Seller, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; , as to (di) Good standing certificates no amendments to the certificate of formation of Seller issued by since a specified date; (ii) the Secretary amended and restated limited liability company agreement of State Seller dated December 29, 2009 as amended on or prior to the date hereof (the “Seller LLC Agreement”); (iii) the certificate of Delaware incorporation and the Secretary memorandum and articles of State association of New York issued within ten Seller Subsidiary; (10iv) days the resolutions of the Closing Date; board of directors of Seller and of the board of directors of Seller Subsidiary authorizing the execution and performance of this Agreement and the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; (ev) A settlement statement in form the resolutions or consents of Seller as the sole member of Seller Subsidiary and substance satisfactory to of all of the parties heretoMembers, regarding certain Closing mattersauthorizing the execution and performance of this Agreement and the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (vi) incumbency and signatures of the officers of Seller and Seller Subsidiary executing this Agreement and any Seller Ancillary Agreement; (f) With respect to any recorded UCC financing statement or mortgagethe Instrument of Assignment, a UCC-3 termination statement or mortgage release (in form duly executed by Seller and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageSeller Subsidiary; (g) Such other bills of salean Employment Agreement, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested duly executed by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerKey Employee; (h) A Transition Services Agreementan Agreement Regarding Confidential Information, duly executed by SellerIntellectual Property and Non-Solicitation, substantially each in the form of Exhibit 3.2(h) attached heretoD, duly executed by each Key Employee (such agreements being referred to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services AgreementConfidential Information Agreements”); (i) An Agency Sign-On Incentive Recovery Agreements, in the forms of Exhibit E, duly executed by each Key Employee (such agreements being referred to as the “Sign-On Recovery Agreements”); (j) a Sublease Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, F duly executed by Seller, substantially ; (k) a Noncompetition Agreement in the form of Exhibit 3.2(jG duly executed by each Individual Member; (l) attached hereto a Transition Services Agreement in the form of Exhibit H duly executed by Seller; (m) certificates of title or origin (or like documents) with respect to any property or asset included in the “Interim Operating Agreement”Purchased Assets for which a certificate of title or origin is required in order to transfer title; (n) copies of all consents, waivers or approvals obtained by Seller or Seller Subsidiary with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement (other than consents related to Excluded Assets or Excluded Liabilities); and (o) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer. In addition to the above deliveries, Seller, Seller Subsidiary and each Selling Party shall take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets.

Seller’s Deliveries. At Subject to fulfillment or waiver of the Closingconditions set forth in Article X, at Closing Seller shall deliver to Buyer all the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance and delivery a copy of the Acquired Assets, including but not certificate of limited to partnership of Seller certified as of a recent date by the Acquired Contracts, by bills Secretary of sale, deeds, endorsements, assignments and other instruments State of transfer and conveyance in form and substance reasonably acceptable to Buyerthe State of Delaware; (b) A certified copy a certificate of good standing of Seller issued as of a recent date by the Secretary of State of the Bankruptcy Sale Order. For purposes State of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedDelaware; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatea certificate of an authorized person of Seller, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the certificate of limited partnership of Seller since a specified date; (ii) the limited partnership agreement of Seller; (iii) the resolutions of the board of directors of Sprint authorizing the execution, delivery and performance of this Agreement and the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of any authorized person of Seller and its Affiliates executing this Agreement and any Seller Ancillary Agreement; (d) Good standing certificates the Seller Ancillary Agreements, duly executed by Seller, Sprint Solutions, US Telecom or any other Affiliate of Seller issued by that is a signatory thereto, as applicable (it being understood that Sprint shall cause such Affiliates to execute and deliver the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Dateapplicable Seller Ancillary Agreements at or prior to Closing); (e) A settlement statement certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in form and substance satisfactory the Purchased Assets for which a certificate of title or origin is required in order to the parties hereto, regarding certain Closing matterstransfer title; (f) With all consents, waivers or approvals obtained by Seller prior to Closing with respect to any recorded UCC financing statement the Purchased Assets or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageconsummation of the transactions contemplated by this Agreement; (g) Such other bills of sale, the certificates of titleSeller contemplated by Section 9.1, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested duly executed by Buyer, which shall include certain powers of attorney for temporary use an authorized officer of Seller’s licenses and permits ; (h) assignments, in recordable form, with respect to each of the Pharmaciesregistered Copyrights, each issued Patent Rights, registered Trademarks and pending applications for the registration or issuance of any Copyrights, Patent Rights and Trademarks included in the Purchased Assets, duly executed by Seller and in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);; and (i) An Agency Agreement substantially in the form such other bills of Exhibit 3.2(i) attached hereto sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request (the “Agency Agreement”), to allow it being understood that it shall be deemed reasonable for Buyer to act as request such instruments necessary to evidence and effect the exclusive agent to Seller in connection with the sale or other disposition of assetssale, includingassignment, without limitationtransfer, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain conveyance and delivery of the Supermarkets Purchased Assets to Buyer). In addition to the above deliveries, Seller shall take all steps and assets actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Purchased Assets.

Seller’s Deliveries. At the Closing, The Seller shall deliver the following or cause to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited be delivered to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingPurchaser: (i) that the terms and conditions Novation Agreements for each of the sale of Trading Contracts for which the Acquired Assets to Buyer as set forth herein are approvedNovation Condition has been satisfied, duly executed by Seller; (ii) that Seller holds good the Assignment and indefeasible title to the Acquired AssetsAssumption Agreement, duly executed by Seller; (iii) that the sale Xxxx of the Acquired Assets to Buyer is free and clearSale, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified duly executed by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleSeller; (iv) that evidence of the Total Consideration constitutes fair value for filing with respect to and/or receipt of all the Acquired AssetsSeller Required Consents; (v) a duly executed certification pursuant to Treasury Regulation Section 1.1445-2(b)(2) that Buyer the Seller is acquiring none not a foreign Person within the meaning set forth in Section 1445(f)(3) of the Excluded AssetsCode; (vi) that a certificate duly executed by the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed in accordance with Section 5.1(f); (vii) all consents, waivers or approvals obtained by Seller’s PresidentSeller from Third Parties in connection with this Agreement; (viii) terminations or releases of Encumbrances on the Transferred Assets that are not Permitted Encumbrances; (ix) a certificate of status with respect to the Seller (dated as of a recent date), certifying issued by the accuracy Wisconsin Department of Financial Institutions; (x) a copy, certified by an authorized officer of the matters set forth in Section 7.2(aSeller, of the resolutions authorizing the execution and delivery of this Agreement and the Related Agreements and instruments attached as exhibits to this Agreement and to the Related Agreements, and the consummation of the Contemplated Transactions, together with a certificate CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by the Secretary of the Seller as to the incumbency of those officers authorized to execute and deliver this Agreement and the Related Agreements; and (xi) and 7.2(b)such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory Purchaser, as may be required to give effect to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Contemplated Transactions.

Seller’s Deliveries. At the Closing, Seller shall deliver deliver, or cause to be delivered to Purchaser, the following following, each of which shall be in form and substance acceptable to Buyercounsel for Purchaser and executed by Seller: (a) The saleRecordable limited warranty deeds for the Seven Sale Properties (other than the Ground Leased Properties) in the form attached as Exhibit 7.01(a) from Seller to Purchaser, transferor its designee, assignment, conveyance and delivery of the Acquired Assets, including but not limited subject only to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerPermitted Exceptions (the “Deed”); (b) A certified copy Quitclaim Bills of Sale substantially in the Bankruptcy Sale Order. For purposes form attached hereto as Exhibit 7.01(b) transferring to Purchaser all of claritySeller’s right, the Bankruptcy Sale Order shall contain the provisions, findings title and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller interest in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach each and every item of Fixtures and Tangible Personal Property and Documents to the proceeds of the sale; be transferred hereunder (ivsubject only to Permitted Exceptions) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code Seven Sale Properties and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000Ground Leased Properties; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated Quitclaim Contract Assignment and Assumption Agreements in the form attached hereto as Exhibit 7.01(c) for each of the Closing Date, duly executed by Seven Sale Properties and Ground Leased Properties of all of Seller’s Presidentright, certifying title and interest in the accuracy of the matters set forth in Section 7.2(a) Hotel Contracts, Space Leases and 7.2(b), in form and substance reasonably satisfactory to BuyerPermits; (d) Good standing certificates The Assignment and Assumption of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateLeases; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing mattersThe Restated Vancouver Sublease; (f) With respect Fourth Amendment to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageLease; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerThe Ground Lease Assignments; (h) A Transition Services Agreement, duly executed by Seller, substantially FIRPTA Certificate in the form of attached hereto as Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”7.01(h); (i) An Agency The Red Lion Guaranty; (j) The Agreement substantially to Purchase Two Hotels; (k) If required by the Title Company, such documents, if any, as may be reasonably required by the Title Company, on forms customarily used by the Title Company in order to issue an owner’s policy of title insurance subject only to the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller Permitted Exceptions in connection accordance with the sale requirements for the New York Style Closing except Seller shall not be required to certify or other disposition indemnify with regard to any Permitted Exception; (l) Evidence of assetsthe existence, including, without limitation, organization and authority of Seller and Sublease Assignee and of the conduct authority of going-out-of-business, store closings, or similar sales the persons executing documents on behalf of the Seller with respect and Sublease Assignee reasonably satisfactory to certain of the Supermarkets Title Company and assets of SellerPurchaser; and (jm) An Interim Operating AgreementCancellations or terminations of any and all deeds of trust, duly executed mortgages, or other security instruments of record creating or evidencing a consensual monetary lien or security interest in any of the Property created by Seller or in favor of Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver either at the Closing or by making available at the Property, as appropriate, the following to Buyeroriginal documents, each duly executed and, as applicable, acknowledged: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not a special or limited warranty deed to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance Property in the form and substance reasonably acceptable to Buyer;attached hereto as EXHIBIT R. (b) A certified copy a bill of sale in the form attached hereto as EXHIBIT S conveying the Pxxxxnal Property. (c) the Leases described in Section 1.1(f) which are still in effect as of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings Closing and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever new leases entered into pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified Section 4.4; all cash security deposits delivered by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice Tenants pursuant to the Bankruptcy Rules or order terms of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; Leases (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid transferred as provided in Section 6.3(h)) together with any interest payable thereon and which have not been applied in accordance with section 365(b)(1)(A) the terms of the Bankruptcy Code and Section 7.2(g) Leases; the letter of this Agreementcredit in the initial amount of $1,298,572.60 (the "PHYSIOME LC"), and issued by Citibank North America, Inc. in connection with the Lease with Physiome Sciences, Inc. (B) the "PHYSIOME LEASE"), which has not been applied in accordance with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 terms of the Cure Amounts related theretoLeases; PROVIDED, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000HOWEVER, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and that Seller shall be responsible for 80% any fees or other costs associated with the transfer of the Physiome LC; any advance rentals previously delivered by any Tenants; and an assignment of the Leases, deposits, and prepaid rents by way of an assignment and assumption in the form attached hereto as EXHIBIT T. Seller shall take all necessary action to transfer the Physiome LC to Purchaser as of the Closing Date; provided, however, if the transfer of the Physiome LC to Purchaser has not been completed by the Closing Date, then Seller shall escrow funds with the Title Company pursuant to an escrow agreement reasonably acceptable to Seller, Purchaser and the Title Company (the "PHYSIOME LC ESCROW"), which funds shall be in an amount equal to the then outstanding balance that may be drawn under the Physiome LC. Upon completion of the transfer of the Physiome LC to Purchaser, all funds held in the Physiome LC Escrow shall be immediately released to Seller. Seller shall, until the transfer documentation is duly issued (which issuance Purchaser and Seller agree to pursue diligently after the Closing) and delivered in favor of Purchaser or Purchaser's lender, as identified to Seller by December 6, 2002, take all reasonable action and use its reasonable and diligent efforts to cause Fleet Bank to take all reasonable action, as and if directed by Purchaser and without obligation to incur any expense which is not reimbursed or advanced by Purchaser, in connection with the presentment of such Cure Amounts letters of credit for payment as permitted under the terms of the Physiome Lease, and in consideration of Seller's agreement as aforesaid, Purchaser shall indemnify and hold Seller harmless from any loss, claim, damage, liability or expense, including without limitation reasonable attorneys' fees, court costs and disbursements, arising out of or resulting from Seller's actions relating to such letter of credit after the Closing Date. The obligations set forth in this provision shall survive the Closing. (d) estoppel certificates ("ESTOPPEL CERTIFICATES") dated not earlier than thirty (30) days prior to the Closing and substantially in the form attached hereto as EXHIBIT U, without material alterations thereto, executed by the following tenants (the "REQUIRED TENANTS"): (A) Novo Nordisk Pharmaceuticals, Inc., ZS Associates, Inc., Physiome Sciences, Inc., American Re-Insurance Company and Patrinely Group, LLC (each an "ANCHOR TENANT", and collectively, the "ANCHOR TENANTS") and (ivB) Buyer either Duane, Morris & Heckscher, LP or Broadbeam Corporation. It shall have be a condition precedent to Purchaser's obligation to close that Seller provide the Estoppel Certificates as required under this section not later than the Closing Date; PROVIDED, HOWEVER, notwithstanding anything to the contrary contained in this Agreement (y) in the event Seller shall be unable to obtain an Estoppel Certificate from any Tenant, Purchaser may, at its option and in lieu of the Estoppel Certificate from any Tenant, require Seller to deliver to Purchaser at the Closing a certificate (a "SELLER'S CERTIFICATE") executed by Seller, certifying that the information set forth in the Estoppel Certificate prepared for such Tenant is true and correct in all material respects and (z) Seller's failure to provide any such Estoppel Certificate from the Required Tenants shall not be deemed a default hereunder and Purchaser's sole responsibility remedy shall be to terminate this Agreement upon written notice to Seller, in which event the Deposit shall be refunded to Purchaser and this Agreement shall be of no further force and effect (except for Cure Amounts related thereto any provisions contained herein which survive expressly by their terms). Seller shall be released from any liability to Purchaser with respect to any Seller's Certificate delivered by Seller, upon the delivery to Purchaser of a properly completed Estoppel Certificate from the applicable Tenant for whom Seller has delivered such Seller's Certificate. Notwithstanding anything in excess this Agreement to the contrary, in the event that any Estoppel Certificate required to be delivered under this Agreement contains a material and adverse change from the form provided to the Tenant or discloses a material default by Seller under such Lease or a previously undisclosed material obligation of Seller (and Seller is unable, prior to the Closing Date, to get such estoppel certificate reissued without such change or disclosure), Purchaser, as its sole remedy, may terminate this Agreement by written notice to Seller, in which event the Deposit shall be refunded to Purchaser and this Agreement shall be of no further force and effect (except for any provisions of this Agreement that are expressly stated to survive any termination of this Agreement). (e) copies of all contracts relating to the Property which Purchaser has elected to assume or which are not terminable by Seller on or before the Closing Date; an assignment of such contracts to Purchaser, in the form attached hereto as EXHIBIT V; and notices to the contractors under such contracts, with respect to the assumption by Purchaser of all obligations thereunder, which notices Purchaser shall be obligated to deliver to the contractors. (f) an assignment of all transferable warranties and guarantees then in effect, if any, with respect to the improvements located on the Property or any repairs or renovations to such improvements and Personal Property being conveyed hereunder, which assignment shall be in the form attached hereto as EXHIBIT W. (g) an assignment and assumption of certain brokerage and listing agreements relating to the Leases and/or the Buildings which assignment and assumption agreement shall be in the form attached hereto as EXHIBIT X. (h) current unpaid real estate tax, water and sewer bills. (i) the books and records for the two (2) calendar years prior to the year in which the Closing occurs, and all books and records for the calendar year in which the Closing occurs, maintained at the Property or held by or for the account of Seller, together with all plans and specifications relating to the Property and lease applications, as available. (j) an affidavit pursuant to the Foreign Investment and Real Property Tax Act in the form attached hereto as EXHIBIT Y. (k) a certificate of the member of Seller certifying the due authorization of the transaction contemplated by this Agreement, as well as any other evidence of authority and good standing as the Lead Title Company or any co-insurer shall reasonably require in order to issue the Title Policy hereunder. (l) to the extent in possession, custody or control of Seller, all Intangible Personal Property, together with an assignment and assumption thereof substantially in the form of EXHIBIT Z attached hereto. (m) notices to Tenants, including new notice addresses for the landlord and payment instructions, which notices Purchaser shall prepare and cause to be delivered to the Tenants, at Purchaser's sole cost and expense, as required by their respective Leases. (n) notices to the utility companies, as provided in Section 6.3(d). (o) a designation agreement (the "DESIGNATION AGREEMENT") in the form attached hereto as EXHIBIT AA. (p) a property management agreement (the "PROPERTY MANAGEMENT AGREEMENT"), whereby Purchaser engages Crimson Corporate Services, LLC to manage the Property. The Property Management Agreement shall be in a form reasonably acceptable to both Seller and Purchaser. The Property Management Agreement shall provide for (i) a three percent (3%) management fee, and (ii) an obligation for Property Manager to carry a fidelity bond and O&E insurance in the amount of $1,000,000;. (ixq) transfer, stamp or documentary tax returns, as may be customary in the jurisdictions having authority over this transaction or otherwise required hereunder. (r) all keys and/or access cards in Seller's possession to all entrance doors to, and any equipment and utility rooms located in, the Buildings. (s) deliver to Purchaser a certificate executed by Seller updating the representations and warranties of Seller in Section 5.1; provided that, in the event that any representation or warranty of Seller set forth in Section 5.1 hereof needs to be modified due to changes since the Effective Date, such certificate shall state that such representation or warranty is authorized not, or no longer is, true and directed correct and shall explain the state of facts giving rise to consummate the transactions contemplated change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.1 which results from any change that both (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 5.5(b) hereof; if, despite such changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to comply have been modified by all statements made in such certificate. (t) a closing statement setting forth all respects credits, adjustments and prorations made in accordance with the terms of this Agreement in form and content reasonably satisfactory to Purchaser and Seller (the "CLOSING STATEMENT"). (u) a letter addressed to and agreed to in writing by the Lead Title Company (the "ESCROW DISBURSEMENT LETTER") directing the Lead Title Company to hold in escrow and, upon satisfaction of the conditions set forth therein, to date and otherwise complete (where applicable) and deliver out of escrow, the Deed and other closing documents and to disburse the Deposits, the Balance of the Purchase Price (after credits, adjustments and prorations in accordance with Closing Statement), as well as any other payments as provided for in this Agreement;. (v) a letter in standard form from the New Jersey Department of Environmental Protection stating that the provisions of the Industrial Site Recovery Act ("ISRA") are not applicable to the Property, or evidence reasonably satisfactory to Purchaser of compliance with the provisions of ISRA. (w) a rent roll for the Property (certified to Seller's knowledge) dated not earlier than seven (7) days before the Closing Date (in the same form as the Rent Roll attached as EXHIBIT L). (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) evidence of the Bankruptcy Code; (xii) to termination of the fullest extent permissible under the Bankruptcy Code Equipment Lease dated June 28, 2002, by and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of between Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilitieslessee, and that any action threatened or commenced or claim made against Buyer in respect DLM Leasing, LLC, as lessee, together with evidence of the Excluded Liabilities of Seller is due exercise and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each consummation of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises "Purchase Option (as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assetsdefined therein). (cy) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) other documents and 7.2(b), in form affidavits (including a "gap indemnity and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory hold harmless agreement" to the parties hereto, regarding certain Closing matters; (fTitle Company) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by BuyerPurchaser or Title Company for a transaction of this type. (aa) a guaranty by Apollo Real Estate Investment Fund III, which shall include certain powers of attorney for temporary use of Seller’s licenses L.P. ("Apollo") and permits with respect to the PharmaciesCrimson Capital, each in form and substance reasonably satisfactory to Buyer; Ltd. (h) A Transition Services Agreement"Crimson"), duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached heretohereto as EXHIBIT BB, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); whereby such parties guaranty (i) An Agency Agreement substantially in payment of any post-closing reconciliations of income and operating expenses of the form of Exhibit 3.2(iProperty pursuant to Section 6.3 hereof and (ii) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of goingany post-out-of-business, store closings, or similar sales on behalf closing obligations of Seller with respect to certain the representations and warranties of Seller contained in Section 5.1 and Section 5.3; provided, however, that the Supermarkets aggregate liability of Apollo and assets of Seller; and Crimson under such guaranty for all post-Closing obligations shall be limited to Two Million Two Hundred Fifty Thousand and No/100 Dollars (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”$2,250,000.00).

Seller’s Deliveries. At the Closinga. SELLER shall make available to BUYER, Seller shall deliver the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach in SELLER’s possession or reasonable control, the following documents and instruments related to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued Premises within ten (10) days after written request of BUYER, except as specifically indicated: i. Copies of any reports or studies (including engineering, environmental, soil borings, and other physical inspection reports) with respect to the physical condition or operation of the Closing Date;Premises, if any. ii. Copies of all licenses, variances, waivers, permits (e) A settlement statement in form including but not limited to all surface water management permits, wetland resource permits, consumptive use permits and substance satisfactory environmental resource permits issued by the BUYER), authorizations, and approvals required by law or by any governmental or private authority having jurisdiction over the Premises, or any portion thereof (the "Governmental Approvals"), as well as copies of all unrecorded instruments which are material to the parties heretouse or operation of the Premises, regarding certain Closing matters;if any. (f) iii. Copies of all contracts, agreements, insurance policies and all other information to the extent related to the Premises and reasonably needed by BUYER to evaluate this transaction. iv. Copies of reports showing the acreage of sugar cane planted, the tons of sugar cane harvested from such planted acreage, and the “sucrose % cane” of such harvested acreage, in order to facilitate land exchanges or dispositions related to surplus portions of the Premises by BUYER, subject to the trade secret protocol established by SELLER. With respect to any recorded UCC financing statement such information made available to BUYER pursuant to this Section 6.a. that is proprietary or mortgage“Trade Secret” (as defined under Section 812.081, Florida Statutes), BUYER shall follow the trade secret protocol established by SELLER attached hereto as Schedule 6.a.). b. Notwithstanding the foregoing, in no event shall SELLER be obligated to provide any (i) financial or accounting information (e.g., pro-formas, tax returns, production reports, financial statements, appraisals, etc), other than reports listed in subsection (a)(iv) above; (ii) confidential information (i.e., subject to a UCC-3 termination statement confidentiality agreement with another party); (iii) information that is proprietary (except for the information described in Paragraph 6.a. above); or mortgage release (in form iv) information that pertains to SELLER’s business operations or assets other than the Premises. c. As of or promptly after the Closing Date, to the extent transferable, SELLER and substance reasonably satisfactory BUYER shall take such actions as are necessary to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest modify or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership all of the Acquired Assets Governmental Approvals of each SELLER relating to the Premises in accordance with Exhibit 6.c attached hereto (inclusive of any related land owner agreements), subject to the right of SELLER to continue its agricultural operations on the Premises pursuant to the Lease and to continue SELLER’s agricultural operations on any other real property leased by SELLER, it being agreed that BUYER and SELLER shall mutually and reasonably cooperate to ensure that SELLER continues to receive the legal rights and entitlements afforded under the Governmental Approvals for such other documents operations. In addition, to the extent permitted by applicable law, BUYER shall be listed as may reasonably owner and SELLER shall be requested listed as an operator and/or joint permittee under any Governmental Approvals during the term of the Lease; provided, however, nothing in this subparagraph c. shall be deemed to impair or limit BUYER’s regulatory rights to enforce the conditions of any Governmental Approval that BUYER has issued or to obligate BUYER to issue any Governmental Approvals or to obligate BUYER, as purchaser under this Agreement, to take any action that conflicts with the enforcement obligations of the relevant regulatory agencies. This Section shall survive Closing. d. BUYER shall (and BUYER shall cause BUYER’s Representatives) to keep any and all written or verbal information provided by BuyerSELLER or SELLER’s Representatives, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits or otherwise obtained by BUYER, either prior to or after the Effective Date, with respect to the PharmaciesPremises or the transactions contemplated hereby, each in form strict confidence in accordance with the terms and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreementconditions of that certain Confidentiality Letter dated July 5, duly executed by Seller2008 between Parent and BUYER, substantially in the form a copy of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) which is attached hereto (the as Schedule 6.d. “Agency Agreement”)BUYER’s Representatives” means any and all of BUYER’s directors, to allow Buyer to act as the exclusive agent to Seller officers, officials and employees, legal counsel, consultants, contractors, agents or other representatives engaged by BUYER in connection with the sale acquisition of the Premises, and investment bankers and underwriters engaged by BUYER to structure and issue the Certificates of Participation or the refinancing of the Certificates of Participation, solely if necessary for the acquisition of the Option Property. “SELLER’s Representatives” means any and all of SELLER’s directors, officers, officials and employees, legal counsel, consultants, contractors, agents or other disposition of assets, including, without limitation, representatives engaged by SELLER in connection with the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain conveyance of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Premises.

Seller’s Deliveries. At the ClosingUnless otherwise specified, Seller shall deliver either at the Closing or by making available at the Property, as appropriate, the following to Buyeroriginal documents (the “Closing Documents”), each executed and, if required, acknowledged: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not 9.3.1 A limited warranty deed to the Acquired ContractsLand, by bills of salein the form attached hereto as Exhibit 9.3.1, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable subject only to Buyerthe Permitted Encumbrances; (b) 9.3.2 A certified xxxx of sale for the Property in the form attached hereto as Exhibit 9.3.2 conveying the Personal Property; 9.3.3 An original, or to the extent an original is not available, a copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings Tenant Lease and orders reasonably acceptable to the parties, including, but not limited to, the following:Contracts; (i) that the terms 9.3.4 An assignment and conditions assumption agreement of the sale Tenant Lease and Warranties in the form attached hereto as Exhibit 9.3.4 (the “Assignment and Assumption of the Acquired Assets to Buyer as set forth herein are approvedLease”); 9.3.5 An assignment of contracts assigning Seller’s right, title and interest in, to and under the Contracts and the Approvals in the form attached hereto as Exhibit 9.3.5 (ii) that Seller holds good the “Assignment and indefeasible title to the Acquired AssetsAssumption of Contracts”); (iii) that 9.3.6 All books and records at the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type Property held by or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations account of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closingplans and specifications, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect available; 9.3.7 An affidavit pursuant to the Assumed Liabilities, Foreign Investment and that any action threatened or commenced or claim made against Buyer Real Property Tax Act in respect of the Excluded Liabilities of Seller is and shall be enjoinedform attached hereto as Exhibit 9.3.7; (xiii) to 9.3.8 An incumbency affidavit in the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreementform attached hereto as Exhibit 9.3.8; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under 9.3.9 The Tenant Estoppel in accordance with the terms of any Section 3.7 (unless waived by Purchaser pursuant to the terms of Section 3.7); 9.3.10 A tenant notice letter for the Property in the form attached hereto as Exhibit 9.3.10; 9.3.11 Copies of the real estate leases which arise PT-300S forms filed by reason both Seller and Tenant with the South Carolina Department of Buyer conducting store closing sales and closing the respective Supermarkets Revenue for the purposes of selling, remodeling, altering or renovating the subject premisescalendar year 2012; (xvi) 9.3.12 A fully executed copy of that certain Drainage and Detention Easement Agreement in the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulationform attached hereto as Exhibit 9.3.12; and (xx) that 9.3.13 Such affidavits, indemnities and other deliveries as are reasonably required by the Bankruptcy Sale Order shall apply Title Company to deliver the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatetitle policy, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyer:shall (a) The saledeliver to Buyer certificates representing Seller's Valence Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, with signatures appropriately guaranteed, and in proper form for transfer, assignment, conveyance and delivery of the Acquired Assetstogether with such other documents, including but not limited to any government approvals, as may be necessary to convey to Buyer good, valid and marketable title to the Acquired ContractsValence Shares, by bills free and clear of saleall liens, deedsencumbrances, endorsementspledges, assignments equities, rights of first refusal and other instruments claims of transfer and conveyance in form and substance reasonably acceptable to Buyerany nature whatsoever; (b) A use its best efforts to cause such persons as Buyer may nominate to be validly appointed as directors or secretaries of Valence and/or the Valence Subsidiaries, and upon such appointment, forthwith use its best efforts to cause the directors, officers and the secretaries of Valence and the Valence Subsidiaries listed on Schedule 1.4(b) to resign from their respective offices in Valence or the Valence Subsidiaries and as employees, each delivering to the Buyer their resignation acknowledging that the person so retiring has no claim outstanding for compensation or otherwise; (c) deliver to Buyer such other instruments and documents as are required to be delivered at Closing by Seller pursuant to the provisions of this (d) use its best efforts to deliver to Buyer the statutory books and common seals of Valence and the Valence Subsidiaries and the share certificates for all the issued shares in the Valence Subsidiaries together with indemnities in a form approved by Buyer in respect of any missing certificates and duly executed transfers and sold notes in favor of the Buyer's nominees of any shares in the Valence Subsidiaries beneficially held by Valence presently registered in any name other than or in addition to that of Valence; (e) use its best efforts to deliver to Buyer certified copies of the Certificate of Incumbency and a Certificate of Good Standing for Valence; (f) use its best efforts to procure that a board meeting of Valence be held at which it shall be resolved that the transfer in respect of the Valence Shares be passed for registration; (g) use its best efforts to cause Valence to deliver to Buyer all other books of account and records of Valence and each of the Valence Subsidiaries whatsoever; (h) use its best efforts to revoke all existing authorities in respect of the operation of any bank account (if any) in the name of Valence or any of the Valence Subsidiaries; (i) deliver to Buyer a certified copy of the Bankruptcy Sale Order. For purposes board resolution of clarity, Seller approving and authorizing the Bankruptcy Sale Order shall contain the provisions, findings execution and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms closing of this Agreement; (xj) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faithdeliver to Buyer a certified copy of Valence's stock transfer register; (xik) that deliver to Buyer a certified copy of a shareholder resolution of Seller approving and Seller did not engage in any conduct which would allow authorizing the transactions contemplated by execution and closing of this Agreement to be set aside pursuant to Section 363(n) Agreement, where such approval and authorization is required under the laws of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan StipulationBritish Virgin Islands; and (xxl) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) execute and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and do all such other instruments of conveyance documents, acts and things as Buyer may shall reasonably request require in order to effect perfect the saleright, transfer, conveyance title and assignment interest of Buyer to Buyer and in the Valence Shares and the share capital of valid ownership each of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Valence Subsidiaries.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Escrow Holder by 12:00 noon, Local Time, on or prior to the scheduled date of the Close of Escrow the following to Buyerdocuments: (a) 10.1.1 The saleDeed, transferduly executed and acknowledged by Seller, assignmentin the form of Exhibit B, conveyance and delivery if reasonably requested by Buyer, an additional quitclaim deed in form and substance reasonably acceptable to Buyer using the legal description approved by Buyer and set forth in the Survey; 10.1.2 A counterpart assignment and assumption of leases and contracts in the form of Exhibit E pursuant to which Seller shall assign to Buyer Seller’s right, title and interest in the Leases and Assumed Service Contracts as of the Acquired Assets, including but not limited to the Acquired Close of Escrow (“Assignment and Assumption of Leases and Contracts, by bills ”); 10.1.3 A xxxx of sale, deedsduly executed by Seller, endorsementsin the form of Exhibit F (the “Xxxx of Sale”); 10.1.4 A counterpart general assignment, assignments duly executed by Seller, in the form of Exhibit G (the “General Assignment”); 10.1.5 A certification duly executed by Seller under penalty of perjury in the form of Exhibit C stating that Seller is not a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Internal Revenue Code and other instruments the income tax regulations promulgated under the Internal Revenue Code, together with any required state form removing the obligation to withhold any portion of transfer the proceeds; 10.1.6 A certificate signed by Seller indicating that the representations and conveyance warranties set forth in Section 8.1 are true and correct as of the Close of Escrow, or, if there have been changes, describing such changes; and 10.1.7 Written notice of sale, in form and substance reasonably acceptable to Buyer, executed by Seller or Seller’s asset manager and addressed to the tenants stating that Buyer has acquired the Property and instructing the tenants to pay all future amounts owed under the Leases to Buyer, which notice of sale shall be distributed by Seller to all tenants under Leases at the Property upon Closing; (b) A certified copy 10.1.8 Written notice of the Bankruptcy Sale Order. For purposes of claritysale, the Bankruptcy Sale Order shall contain the provisions, findings in form and orders substance reasonably acceptable to Buyer, executed by Seller and addressed to counterparties under the partiesAssumed Service Contracts stating that Buyer has acquired the Property and assumed Seller’s rights and obligations under the Service Contracts to the extent first arising from and after the Closing Date, which notice of sale shall be distributed by Seller to all counterparties under the Assumed Service Contracts upon Closing; 10.1.9 An affidavit required by the laws of the State of Georgia confirming that Seller is a resident of the State of Georgia, or if Seller is not a resident of the State of Georgia, an affidavit of Seller’s gain or loss with respect to the sale of the Property to Buyer; 10.1.10 With respect to all letters of credit which constitute security deposits, Seller will deliver originals of all such letters of credit to Buyer together with an assignment of all rights of Seller thereunder and any consents necessary to effectuate such assignment. If such assignments and consents are not delivered at Closing, Seller agrees to diligently pursue them after Closing, and Seller shall make demand under and take such other actions under the applicable letter(s) of credit as Buyer may reasonably direct and for the benefit of Buyer until the applicable letter(s) of credit is effectively transferred to Buyer. Seller’s obligations in the immediately prior sentence shall survive the Closing; 10.1.11 A Seller’s Affidavit Regarding Brokers as required by law, together with a final lien waiver executed by the Seller’s Broker; 10.1.12 All original estoppels and SNDAs in Seller’s possession; 10.1.13 An assignment of declarant’s rights with respect to the Declaration in the form attached hereto as Exhibit L; 10.1.14 All warranty transfer forms necessary to transfer any active warranties for the Property, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulationroof warranties; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At Seller shall, pursuant to the Closingprovisions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser on the Closing Date the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingitems: (i) a bargain and sale deed for the Unit with covenants against grantor's acts and otherwise in accordance with all requirements of the Condominium Declaration and applicable law (the "UNIT DEED"), in the form of EXHIBIT L. (ii) a xxxx of sale covering the personal property at the Unit in the form of EXHIBIT M (the "XXXX OF SALE"); (iii) at Purchaser's request, an assignment or substitution of Seller's interest or position in the litigation and proceedings, if any, described on SCHEDULE 10(a)(iii); (iv) a duly executed and sworn Secretary's Certificate certifying that the terms Board of Directors of Seller has duly adopted resolutions authorizing the within transaction and conditions an executed and acknowledged incumbency certificate certifying to the authority of the officers of such entity to execute the documents to be delivered by such entity on the Closing Date; (v) Intentionally Omitted; (vi) a certificate of Good Standing for Seller from the Secretary of State of Delaware and such other corporate documentation of Seller if and to the extent required by the Title Insurer in order to insure fee title to the Unit in the manner required by SECTION 4; (vii) a "non-foreign person" certification from Seller pursuant to Section 1445 of the Code in the form of EXHIBIT N (the "FIRPTA AFFIDAVIT"); (viii) a resignation by the representatives of Seller (currently Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx and Xxxxxxx X. X'Xxxxxx) from the Board of Managers in the form of EXHIBIT O; (ix) evidence of payment in full to the Board of Managers of all unpaid Common Charges and Limited Common Charges theretofore assessed against the Unit or otherwise payable by Seller under the Condominium Declaration; (x) any bonds, warranties or guarantees, and any licenses and permits, that are applicable to the Unit or any part thereof in the possession or control of Seller; (xi) all tenant files (including computer disks containing any such files to the extent providing the same is permitted under applicable computer software licenses, but excluding any proprietary or confidential information), architectural, mechanical or electrical plans and specifications, interior floor plans, "as built" plans and surveys relating to the Unit and/or any tenant spaces, the construction plans and specifications for any improvements located in the Unit (including the Common Elements related thereto) as well as all changes thereto, in the actual possession of Seller; (xii) notices to all tenants of the Unit informing them of the sale of the Acquired Assets Unit to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to Purchaser in the Acquired Assets; (iii) that the sale form of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoinedEXHIBIT P; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying stating that the accuracy representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the matters set forth in Section 7.2(a) Closing Date (except to the extent Seller has identified any such representations and 7.2(bwarranties that are not, or are then no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Seller of its obligations hereunder), in form and substance reasonably satisfactory to Buyer; (dxiv) Good standing certificates all original Leases and all original Contracts with respect to the Unit (other than Contracts terminated pursuant to the terms hereof or not assignable to Purchaser); PROVIDED, HOWEVER, that if an original thereof is not in Seller's possession or under Seller's control, Seller shall deliver a copy thereof to Purchaser certified to be true and complete; (xv) all information attributable to Seller's period of ownership as is reasonably necessary to enable Purchaser to properly xxxx tenants in the Unit for their respective "Tenant's Share" of real estate taxes and operating expenses that may thereafter become due and payable under the Leases; PROVIDED THAT if such information is not fully available on the Closing Date, Seller issued by shall furnish the Secretary same as soon as thereafter possible, and in any event within forty-five (45) days after the later to occur of State (y) the Closing Date or (z) the date upon which Seller obtains such information (which obligation shall survive the Closing); (xvi) a certified true and correct copy of Delaware and the Secretary rent roll for the Unit and, to Seller's knowledge, for the Limited Common Areas, in the form of State SCHEDULE 11(a)(xi), dated as of New York issued a date within ten (10) days of the Closing Date, which rent roll shall identify all of the tenants and other occupants (other than subtenants of tenants) of the Unit and the Limited Common Areas and will accurately set forth as of the date thereof, the information contained therein; (exvii) A settlement statement Subordination, non-disturbance and attornment agreements executed by the tenants in form and substance satisfactory question, sufficient to the parties hereto, regarding certain Closing matterssatisfy Seller's obligations to deliver Approved SNDAs pursuant to SECTION 25(l); (fxviii) With respect an estoppel certificate required pursuant to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release the Unit One Citibank Lease in the form of EXHIBIT X (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage"UNIT ONE CITIBANK ESTOPPEL"); (gxix) Such tenant estoppel certificates, sufficient, together with the estoppel certificate referred to in SECTION 10(a)(xviii), to satisfy Seller's obligations to deliver estoppel certificates, if any, in SECTION 25(k). (xx) all letters of credit or other bills non-cash security deposits with respect to the Leases, subject to and in accordance with the provisions of saleSECTION 6(c); (xxi) Intentionally Omitted; (xxii) Intentionally Omitted; (xxiii) Intentionally Omitted; (xxiv) any affidavits, certificates certifications, proofs or similar documents addressing matters reasonably requested by the Title Insurer in connection with the Closing or the issuance of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order title insurance to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and Purchaser; and (xxv) such other documents as may be reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect necessary or appropriate to effect the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition consummation of the Supermarkets and transactions that are the Acquired Assets and the operation subject of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency this Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection accordance with the sale or other disposition terms of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall obtain and deliver to Buyer at the Closing the following documents (all of which shall be duly executed and, if required for recording, acknowledged, which documents Buyer agrees to Buyer: (a) The sale, transfer, assignment, conveyance execute and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following:acknowledge where required): (i) that the terms and conditions of the sale of the Acquired Assets The Deed, conveying to Buyer as set forth herein are approved;all of Seller’s right, title and interest in and to the Property, subject only the Permitted Exceptions. (ii) that Seller holds good and indefeasible title to The Xxxx of Sale for the Acquired Assets;Personal Property, in the form attached as Exhibit D hereto. (iii) that A General Assignment and Assumption Agreement in the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) form attached as Exhibit E hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale;. (iv) that A Non-Foreign Certificate in the Total Consideration constitutes fair value form attached as Exhibit F hereto or a valid IRS Form W-9, Request for the Acquired Assets;Taxpayer Identification Number and Certification. (v) that Buyer is acquiring none The Second Amendment to the Partnership Agreement reflecting issuance of the Excluded Assets;POP Units as provided for in this Agreement. (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code;The Tax Protection Agreement. (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them;The Escrow Agreement. (viii) that The Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000;Principal Guaranty. (ix) that Seller is authorized and directed to consummate A certificate confirming the transactions contemplated updated rent roll, as required by this Agreement and to comply in all respects with the terms of this Agreement;Section 12(cc). (x) that the sale process conducted by Seller and/or its agents Copies of, or where available, original, fully executed Leases (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith;guaranty of any Lease). (xi) that Buyer and Seller did not engage Certificates of title to vehicles included in any conduct which would allow the transactions contemplated Personal Property, if any, together with all documents required by this Agreement applicable state law to be set aside pursuant transfer them to Section 363(n) of the Bankruptcy Code;Buyer. (xii) to To the fullest extent permissible under the Bankruptcy Code and applicable lawin Seller’s possession or control, that Buyer is not a successor toall keys, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilitiessecurity codes, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is combinations to locks, equipment manuals, technical data and shall be enjoined;other documentation relating to building systems and equipment. (xiii) Evidence of the termination of all Service Contracts other than the Surviving Service Contracts, in form satisfactory to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement;in its sole but reasonable discretion. (xiv) An affidavit customarily required of sellers by the Title Company to remove the standard exceptions from an owner’s title insurance policy that are capable of being removed by such an affidavit, and such other affidavits, certifications and statements of facts as Seller or the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees;Title Company may reasonably request in connection with the issuance of the Title Policy. (xv) An Accredited Investor Certificate, with content acceptable to Buyer in its sole but reasonable discretion, in the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises form attached as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises;Exhibit B hereto. (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Duly adopted and executed documents as are required for Seller to enter into change its name to a name mutually acceptable to Seller and Buyer and to terminate any and all assumed names of Seller. Buyer agrees that Seller may file such documents upon the Transition Services Agreement;Closing. (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated executed by a manager or officer of Seller, to the effect that (i) all of the representations, warranties and covenants made by Seller in this Agreement are materially true and correct on the Closing Date with the same effect as though made on and as of the Closing Date, (ii) all covenants and agreements undertaken to be performed by Seller under this Agreement have been taken or performed, (iii) since the date of this Agreement, Seller has operated the Property only in the ordinary course, and (iv) there has been no material adverse change in the Property from the Contract Date to the Closing Date. (xviii) A certificate, executed by a manager or officer of Seller, certifying the resolutions of the board of managers and, if required, members, of Seller authorizing and approving the execution, delivery and performance by Seller of this Agreement. (xix) Information pertaining to Seller or the Property as may be required to enable the Title Company to complete and file the Electronic Certificate of Real Estate Value (the “eCRV”). (xx) A notice to all Tenants under the Leases stating that Seller’s interest in the Property will terminate as of the Closing Date, that future Rent payments shall be made to Buyer and that all security deposits made by the Tenants shall be transferred to Buyer and providing the name and address of Buyer. (xxi) A tank affidavit executed by Seller with respect to any underground or above ground storage tank located on the Property. (xxii) The Transition Agreement, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer;Agent. (dxxiii) Good standing certificates Such further documents as Buyer or the Title Company may reasonably request to carry out the provisions of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within this Agreement. Within ten (10) days following Closing, Seller shall deliver to Buyer: (i) original executed counterparts of each Surviving Service Contract; (ii) to the extent in Seller’s possession or control, originals or copies of all certificates of occupancy, licenses, permits, authorizations and approvals issued by governmental authorities having jurisdiction over the Property; (iii) originals of the Closing Date; Warranties, (eiv) A settlement statement in form and substance satisfactory any statements of account, data or documents necessary to address a dispute with any of the Tenants. Subsequent to Closing, to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (extent reasonably requested in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested writing by Buyer, which shall include certain powers of attorney for temporary use of and to the extent in Seller’s licenses and permits with respect possession or control Seller shall also deliver to Buyer any other data or documents that relate to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Property.

Seller’s Deliveries. At On or before the ClosingClosing Date, Seller shall deliver or cause to be delivered to Buyer or to Escrowee the following documents, each of which shall be in form and substance reasonably acceptable to Buyer: (a) The sale, transfer, assignment, conveyance Fxxxxx Deed and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerPhoenix Deed; (b) A certified copy Two (2) counterpart originals of the Bankruptcy Sale Order. For purposes each of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that BREOF Fxxxxx’x Assignment and Assumption of Contracts substantially in the terms and conditions form attached as Exhibit I hereto (the “Assignment of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) heretoContracts”) and relating to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value those Contracts for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated Fxxxxx Real Property, executed by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by BuyerBREOF Fxxxxx, and (ii) there shall be no restrictions or events BREOF Phoenix’s Assignment of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets Contracts relating to those Contracts for the purposes of sellingPhoenix Real Property, remodeling, altering or renovating the subject premisesexecuted by BREOF Phoenix; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as Two (2) counterpart originals of each of (i) BREOF Fxxxxx’x Assignment and Assumption of the Closing DateLicenses and Permits and Warranties, duly substantially in the form attached as Exhibit J hereto (the “Assignment of Licenses and Permits and Warranties”) and relating to those Licenses and Permits and Warranties for the Fxxxxx Real Property, executed by SellerBREOF Fxxxxx, and (ii) BREOF Phoenix’s PresidentAssignment of Licenses and Permits and Warranties relating to those Licenses and Permits and Warranties for the Phoenix Real Property, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyerexecuted by BREOF Phoenix; (d) Good standing certificates Each of Seller issued by (i) BREOF Fxxxxx’x Xxxx of Sale substantially in the Secretary form attached as Exhibit K hereto (“Bxxx of State of Delaware Sale”) assigning and conveying the Tangible Personal Property and the Secretary Intangible Personal Property relating to the Fxxxxx Real Property, executed by BREOF Fxxxxx and (ii) BREOF Phoenix’s Bxxx of State of New York issued within ten (10) days of Sale assigning and conveying the Closing DateTangible Personal Property and Intangible Personal Property relating to the Phoenix Real Property, executed by BREOF Phoenix; (e) A settlement statement Two (2) counterpart originals of each of (i) BREOF Fxxxxx’x Assignment and Assumption of Leases substantially in the form and substance satisfactory attached as Exhibit L hereto (the “Assignment of Leases”) relating to the parties heretoJPMorgan Lease at the Fxxxxx Real Property and any new Leases entered into pursuant to Section 7.1(d) above at the Fxxxxx Real Property, regarding certain Closing mattersexecuted by BREOF Fxxxxx; and (ii) BREOF Phoenix’s Assignment of Leases, relating to the JPMorgan Lease at the Phoenix Real Property, any new Leases entered into pursuant to Section 7.1(d) above at the Phoenix Real Property and the Phoenix Tunnel Sublease, executed by BREOF Phoenix; (f) With respect to any recorded UCC financing statement or mortgageTwo (2) counterpart originals of BREOF Fxxxxx’x Assignment and Assumption of Fxxxxx Ground Lease substantially in the form attached hereto as Exhibit M (“Assignment of Fxxxxx Ground Lease”), a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageexecuted by BREOF Fxxxxx; (g) Such other bills Two (2) counterpart originals of saleBREOF Phoenix’s Assignment and Assumption of Phoenix Tunnel Lease substantially in the form attached hereto as Exhibit N (“Assignment of Phoenix Tunnel Lease”), certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested executed by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerBREOF Phoenix; (h) A Transition Services AgreementTo the extent not theretofore delivered to Buyer, duly executed by Sellerthe original (i) Required Lease Estoppel Forms, substantially in the form of Exhibit 3.2(hand (ii) attached heretoRequired Ground Lease Estoppel Forms (and, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”extent applicable, Seller Ground Lessor Estoppel Certificates); (i) To the extent in Seller’s possession, originals or copies of the executed counterparts of all Leases, all Contracts, all Licenses and Permits, all Warranties, the Fxxxxx Ground Lease, Phoenix Tunnel Lease, and the Phoenix Tunnel Sublease, assigned to Buyer, all of which documents may remain held at the Real Property and shall be transferred to Buyer by means of the transfer of possession of the Real Property hereunder; (j) Counterparts of letters to parties under the Leases, the Contracts, the Fxxxxx Ground Lease, the Phoenix Tunnel Lease and the Phoenix Tunnel Sublease, advising that same have been sold and assigned to Buyer; (k) Evidence confirming the due authorization, execution and delivery of this Agreement and the other documents to be executed in connection herewith by Seller; (l) To the extent required by the Title Company, an ALTA Statement in customary form required by the Title Company in order to issue the Title Policy required hereunder; (m) An Agency executed Affidavit in customary form, or a qualifying statement from the U.S. Treasury Department, that the transaction is exempt from the withholding tax requirement imposed by Section 1445A of the Internal Revenue Code and the rules and regulations promulgated thereunder (“Code”); (n) All keys to the Improvements in Seller’s possession; (o) Subject to Section 11.7 below, the Title Policy (or a “marked-up” title commitment as described in Section 4.1 above) issued by the Title Company; (p) Any state, county and municipal transfer declarations which are legally or customarily required to be executed by Seller to effectuate the conveyance and transfer of the Property contemplated hereby; (q) Subject to Section 11.7 below, such other documents, instruments, certifications and confirmations as may be reasonably necessary or appropriate to comply with the provisions of this Agreement or as may be reasonably required and designated by the Title Company to fully effect and consummate the transactions contemplated hereby; (r) Funds sufficient to pay any amounts required to be paid by Seller in accordance with the provisions of Article 10 (which funds may, at Seller’s election, be accounted for from the net Purchase Price proceeds being delivered by Buyer hereunder); (s) Two (2) counterpart originals of each of (i) BREOF Fxxxxx’x Rent Enhancement Agreement substantially in the form of attached as Exhibit 3.2(i) attached O hereto (the “Agency Rent Enhancement Agreement”) and relating to the JPMorgan Lease at the Fxxxxx Real Property, executed by BREOF Fxxxxx (provided that the “Term” thereunder shall end on the last day of the 96th full calendar month thereunder and the “Monthly Rent Enhancement Amounts” thereunder shall be as set forth on Exhibit O), and (ii) BREOF Phoenix’s Rent Enhancement Agreement relating to allow Buyer to act as the exclusive agent to Seller in connection with JPMorgan Lease at the sale or other disposition of assetsPhoenix Real Property, including, without limitation, executed by BREOF Phoenix (provided that the conduct of going-out-of-business, store closings, or similar sales “Term” thereunder shall end on behalf of Seller with respect to certain the last day of the Supermarkets 96th full calendar month thereunder and assets of Sellerthe “Monthly Rent Enhancement Amount” thereunder shall be as set forth on Exhibit O); and (jt) An Interim Operating AgreementSeller’s certificate dated as of the Closing Date confirming that the representations and warranties of Seller set forth in Section 6.1 of this Agreement are true and correct in all material respects as if made on the Closing Date (subject, duly executed by Sellerhowever, substantially in to the form terms of Exhibit 3.2(jSection 8.1(c) attached hereto (the “Interim Operating Agreement”above).

Seller’s Deliveries. At Subject to the Closingfulfillment or written waiver of the conditions set forth in Section 6.1, Seller shall deliver to Purchaser physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following to Buyerfollowing: (a) The sale, transfer, assignment, conveyance certified copies of OrthoLogic's Certificate of Incorporation and delivery By-laws and certified copies of the Acquired Assets, including but not limited to the Acquired Contracts, by bills OrthoCanada's Certificate of sale, deeds, endorsements, assignments Incorporation and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerBy-laws; (b) A certificates of good standing of OrthoLogic, issued not earlier than ten (10) days prior to the Closing Date by the Secretaries of State of Delaware and Arizona, and a certificate of compliance of OrthoCanada, issued not earlier than ten (10) days prior to the Closing Date by Industry Canada; (c) incumbency and specimen signature certificates with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller; (d) certified copy copies of resolutions of Seller's board of directors authorizing the execution, delivery and performance of this Agreement and Seller's Ancillary Documents; (e) a bill of sale, executed by Seller, conveying all of the Bankruptcy Sale Ordertangible perxxxxl property included in the Purchased Assets to Purchaser (the "Bill of Sale"); (f) an assignment to Purchaser, executed xx Seller, assigning to Purchaser all of the Purchased Assets (other than tangible personal property), along with the original instruments (if any) representing, evidencing or constituting such Purchased Assets (the "Assignment"). For purposes To the extent necessary in the reasonable opinion of clarityPurchaser's counsel, Seller shall also execute and deliver (in recordable form where required) separate assignments of any of such Purchased Assets, and where applicable, in the Bankruptcy Sale Order shall contain form reasonably required by the provisionsapplicable governmental agencies, findings insurance companies, customers, lessors and orders reasonably acceptable other parties with whom the assignments must be filed; (g) a closing certificate duly executed by the President of Seller (or any other officer of Seller specifically authorized to do so), on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that: (i) Seller's representations and warranties to Purchaser other than Section 4.3(l) are true and correct as of the Closing Date as if then originally made, and that the representations and warranties contained in Section 4.3(l) are true and correct as of the Closing Date as if then originally made except that Schedule 4.3(l) of the Disclosure Schedule has not been updated to reflect non-material changes thereto occurring in the Ordinary Course of Business between the date hereof and the Closing Date (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue); (ii) all obligations or covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the partiesextent not waived in writing by Purchaser, includinghave been so performed (or, but if any such covenant has not limited tobeen so performed, indicating that such covenant has not been performed); and (iii) all documents to be executed and delivered by Seller at the following:Closing have been executed by duly authorized officers of Seller; (h) copies of the Material Consents which have been obtained; (i) that the terms and conditions copies of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clearall governmental licenses, other than for Assumed Liabilities, of any and all Liens, Claims, interestspermits, and encumbrances of any type or nature whatsoever other approvals and accreditations which are being transferred pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (xj) that the sale process conducted by Seller and/or its agents certificates of title or origin (including any auction or bid solicitation processlike documents) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to all vehicles included in the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Purchased Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments Equipment for which a certificate of transfer and such other instruments of conveyance as Buyer may reasonably request title or origin is required in order for title thereto to effect the sale, transfer, conveyance and assignment be transferred to Buyer of valid ownership of the Acquired Assets Purchaser; and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect required from Seller in order to effectuate the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); transactions contemplated (i) An Agency Agreement substantially in hereby and (ii) by the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)'s Ancillary Documents.

Seller’s Deliveries. At On the ClosingClosing Date, Seller shall execute and/or ------------------- deliver the following to Buyer: Buyer (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited or to the Acquired ContractsEscrow Agent, by bills as indicated below) all of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: i. a xxxx of sale with respect to the Purchased Assets in substantially the form attached hereto as Exhibit 5.b.i (i) that the terms and conditions ------------- "Xxxx of Sale"); ii. physical possession of all of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Purchased Assets; (iii) that the sale of the Acquired Assets to Buyer is free . an assignment and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement assumption agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner form attached hereto as they apply to Exhibit 5.b.iii (the Acquired Assets."Assignment and Assumption Agreement"); --------------- iv. services agreements in substantially the form attached as Exhibit ------- 5.b.iv (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b"Services Agreements"), in form and substance reasonably satisfactory whereby Transcend will ------ provide certain medical transcription services to BuyerBuyer for a term co-terminus with the Assigned Medical Contract relating to such services; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, v. a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, management agreement substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) 5.b.v ------------- attached hereto (the “Agency "Management Agreement”"); vi. all consents, to allow Buyer to act as the exclusive agent to Seller authorizations and approvals set forth in connection with the sale or other disposition of assets, Schedule -------- 3.d (including, without limitation, consents to the conduct assignment --- of going-out-of-business, store closings, or similar sales on behalf each of the Assigned Medical Contracts from Seller to Buyer); vii. certified copies of resolutions duly adopted by the Board of Directors of Seller with respect to certain authorizing the execution, delivery and performance of the Supermarkets this Agreement and assets each of Seller; and's Instruments and all corporate action necessary to enable Seller to comply with the terms of this Agreement and each of Seller's Instruments; (j) An Interim Operating Agreementviii. certificates of good standing and existence for Seller; ix. a license agreement from Cascade Health Information Software, duly executed by SellerInc. in favor of Buyer, substantially said license agreement to be in the form of Exhibit 3.2(j) attached hereto as Exhibit 5.b.ix (the “Interim Operating "License Agreement”").; -------------- x. a letter from creditors demonstrating the release of any Liens shown on Schedule 3.h.i contemporaneously with receipt by wire -------------- transfer of that portion of the Base Purchase Price sent to such creditors in accordance with the wire transfer instructions set forth on Exhibit 2.a; ----------- xi. to Buyer and the Escrow Agent, a duly executed Escrow Agreement in the form attached hereto as Exhibit 2.b.v; and ------------- xii. a duly executed Finder's Fee Agreement in the form attached hereto as Exhibit 2.b.iii. ---------------

Seller’s Deliveries. At the Closing, The Seller shall deliver have delivered to the following Purchaser at or prior to Buyerthe Closing the following, all of which shall be in a form reasonably satisfactory to the Purchaser and its counsel: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by Such bills of sale, deedsdeeds and assignments with covenants of warranty, endorsementsassignments, assignments endorsements and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and conveyance assign to, and vest in, Purchaser (i) good and valid title in form and substance reasonably acceptable to Buyer;the Assets free and clear of all liens and encumbrances as provided herein, (ii) good and valid leasehold interests in and to the Assets leased by Seller as lessee, and (iii) Seller's rights under all agreements, warranties, contracts, commitments, leases, plans, quotations, proposals, instruments and other documents included in the Assets. (b) A certified copy Agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments, computer programs and software, data bases whether in the form of computer tapes or otherwise, related object and source codes, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondences, legal opinions, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller which are part of the Bankruptcy Sale Order. For purposes Assets; and simultaneously with such delivery, all such steps will be taken as may be required to put Purchaser in actual possession and operating control of claritythe Assets. (c) Evidence satisfactory to Purchaser that, as of the Bankruptcy Sale Order shall contain the provisionsClosing Date, findings and orders reasonably acceptable all tax liabilities pertaining to the parties, Assets which might otherwise inure to the detriment of Purchaser (including, but not limited to, the following: (ifederal highway use tax, excise taxes, sales, use and transaction privilege taxes, etc.) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type have been paid or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before properly accrued through the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer;. 44 (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially The Real Estate Purchase Agreement in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (as Exhibit F the “Agency "Real Estate Purchase Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”").

Seller’s Deliveries. At On or prior to the ClosingClosing Date, Seller shall execute, acknowledge (where applicable) and deliver (or cause to be delivered) to the following to BuyerEscrow Agent the following: (a) The saleAn original special warranty deed (the “Deed”) in the form of Exhibit “C” attached hereto conveying to Buyer the Property in fee simple, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited subject only to the Acquired ContractsPermitted Exceptions; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, by bills of saleMARKED BY BRACKETS, deedsHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer;AS AMENDED. (b) A certified copy Two (2) counterparts of an original xxxx of sale, assignment and assumption agreement (the Bankruptcy Sale Order. For purposes “Xxxx of claritySale, Assignment, and Assumption”) in the Bankruptcy Sale Order shall contain form of Exhibit “D-1” attached hereto conveying to Buyer (with no value separate from the provisionsLand) all right, findings title and orders reasonably acceptable interest of Seller in and the Property; provided, however, that notwithstanding anything to the partiescontrary, if Buyer has assigned its rights under this Agreement pursuant to and in accordance with the provisions of Section 10.8 hereof, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title without limitation to the Acquired Assets; (iii) that Permitted Assignee, then the sale Xxxx of the Acquired Assets to Buyer is free Sale, Assignment and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer Assumption shall be responsible for 20% in the form of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000Exhibit “D-2” attached hereto; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificateAn original certificate in the form Exhibit “I” attached hereto certifying that Seller (or if such entity is a disregarded entity for U.S. federal income tax purposes, dated such entity’s beneficial owner) is not a “foreign person” as defined in Section 1445 of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to BuyerInternal Revenue Code; (d) Good standing certificates If Buyer has not assigned its rights under this Agreement pursuant to and in accordance with the provisions of Seller issued by Section 10.8 hereof, two (2) counterparts of an original lease termination agreement (the Secretary “Lease Termination”), in the form of State of Delaware and Exhibit “K”, terminating the Secretary of State of New York issued within ten (10) days Lease effective as of the Closing Date; (e) A settlement statement Unless Buyer and Seller mutually elect to deliver the same outside of escrow, written notices executed by Seller and addressed to each of the vendors under any Contract to be assumed by Buyer at Closing as provided in form this Agreement (“Vendor Notices”), such Vendor Notices to be in such form(s) as are reasonably required by Seller, which notices shall indicate that the Property has been sold to Buyer and substance satisfactory that all rights of Seller thereunder have been assigned to Buyer. Buyer shall, at Buyer’s sole cost and expense, mail to such vendors the parties heretoVendor Notices by registered or certified mail, regarding certain return receipt requested within ten (10) business days after the Closing mattersDate (and Buyer shall provide proof of delivery thereof to Seller promptly following delivery of Vendor Notices to vendors); (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance Evidence reasonably satisfactory to the Escrow Agent respecting the due organization of Seller and the due authorization and execution by the person executing this Agreement and the documents required to be delivered hereunder on behalf of Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such A Real Estate Excise Affidavit and any other bills of saleapplicable sales tax or real property transfer tax forms or declarations or similar forms (collectively, certificates of titlethe “Transfer Tax Returns”) prepared and executed by Seller, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect together with the sale, transfer, conveyance and assignment to Buyer of valid ownership payment of the Acquired Assets and such other documents as may reasonably be requested by Buyeramount of the transfer taxes, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits if any, due in connection with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer;transactions contemplated hereunder; and (h) A Transition Services AgreementIf required by the Title Company, duly executed by Seller, substantially a title certificate in the form of Exhibit 3.2(h“F” (“Seller Title Certificate”) attached hereto, to allow facilitate the transition issuance of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to any title insurance sought by Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assetstransactions contemplated hereby. In addition to the foregoing, including, without limitation, to the conduct of going-out-of-business, store closings, or similar sales on behalf extent they do not constitute Reserved Company Assets and to Seller’s knowledge are then in the possession of Seller with respect (or its agents) and have not theretofore been delivered to certain Buyer, Seller shall deliver to Buyer at or promptly before the Closing: (i) any plans and specifications for the Improvements and as-built drawings for the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Property; (ii) all keys and other access control devices for the Property; (iii) originals (to the extent in Seller’s possession, otherwise photostatic copies hereof) of all Leases in effect on such date for the Supermarkets Property; and assets (v) copies of all Contracts assumed by Buyer at Closing and Permits and Licenses for the Property that will remain in effect after the Closing (other than Excluded Materials) in Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially ’s possession. All items described in this paragraph may be either delivered at or before Closing or left at the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Property.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited with the following to BuyerTitle Company in the Closing Escrow for the benefit of Purchaser all of the (i) documents, each of which shall have been duly executed by Seller (and Manager or Ground Lessor, if applicable) and acknowledged (if required), and (ii) other items, set forth in this Section 9.3, as follows: (a) The sale, transfer, assignment, conveyance A certificate re-making the representations and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically warranties set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated Section 5.1 as of the Closing Date, subject to the limitations contained in Sections 5.2, 5.3 and 5.4; (b) An assignment agreement or novation agreement satisfying the Ground Lease Condition, duly executed by Ground Lessor and, if applicable, Seller’s President; (c) A Xxxx of Sale in the form of Exhibit C, certifying transferring the accuracy of the matters set forth in Section 7.2(a) FF&E, Supplies, F&B and 7.2(b), in form and substance reasonably satisfactory Retail Merchandise to BuyerPurchaser; (d) Good standing certificates An Assignment and Assumption of Seller issued Leases and Contracts in the form of Exhibit D, assigning the Tenant Leases, Equipment Leases and Operating Agreements to Purchaser, with the assumption by Purchaser of the Secretary of State of Delaware liabilities and the Secretary of State of New York issued within ten (10) days of obligations thereunder from and after the Closing Date; (e) A settlement statement General Assignment and Assumption Agreement in the form of Exhibit E, assigning the Bookings, Licenses and substance satisfactory to Permits and Intangible Property, with the parties hereto, regarding certain assumption by Purchaser of the liabilities and obligations accruing thereunder from and after the Closing mattersDate; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgageThe Management Agreement Amendment duly executed by Manager; (g) Such other bills of sale, certificates of title, documents The Existing Loan Assumption Agreement duly executed by Seller and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerLender; (h) A Transition Services Agreement, The Beneficiary Statement duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)Lender; (i) An Agency Agreement substantially Such agreements, affidavits, evidence of Seller’s organization, authorization, power and authority, and other documents as may be reasonably required by the Title Company from the Seller to issue the Title Policy; (j) Any required real estate transfer tax declaration or similar documents required in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller connection with any tax imposed by any Governmental Authority in connection with the sale or other disposition of assets, including, without limitation, transaction contemplated hereunder; (k) A FIRPTA affidavit in the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain form set forth in the regulations under Section 1445 of the Supermarkets Code and assets any corresponding local form required; (l) To the extent the Personal Property includes any vehicles owned by Seller, title to such vehicle, executed by Seller in such manner as is required to convey ownership to Purchaser, and registration materials; (m) All security deposits, if any, together with interest accrued or due thereon as may be required by law or agreement or otherwise, to the extent not theretofor applied by Seller in accordance with the terms of the Leases; (n) To the extent not previously delivered to Purchaser, all originals (or copies if originals are not available) of the Contracts, Licenses and Permits, keys and lock combinations in Seller’s Possession, which shall be located at the Hotel on the Closing Date and deemed to be delivered to Purchaser upon delivery of possession of the Hotel; and (jo) An Interim Operating Such other documents and instruments as may be reasonably requested by Purchaser in order to consummate or better effectuate the transaction contemplated in this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, each Seller shall deliver or cause to be delivered to Purchaser or deposited with Escrow Agent in the following Closing Escrow to Buyer: (a) The salebe delivered to Purchaser at Closing, transfer, assignment, conveyance and delivery all of the Acquired Assets(i) documents set forth in this Section 10.3(a), including but not limited to each of which shall have been duly executed by each such Seller and acknowledged (if required), and (ii) other items set forth in this Section 10.3(a) (the Acquired Contracts“Seller Closing Deliveries”), by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingas follows: (i) that A closing certificate substantially in the terms and conditions form of the sale of the Acquired Assets to Buyer as set forth herein are approvedExhibit C, together with all exhibits thereto; (ii) that Seller holds good and indefeasible title A deed (the “Deed”) substantially in the form of Exhibit D, conveying the Real Property to the Acquired AssetsPurchaser in accordance with Section 5.5 executed by each Seller; (iii) that A Xxxx of Sale in the sale form of Exhibit E, transferring the Acquired FF&E, Supplies, IT Systems, F&B, Retail Merchandise, Intellectual Property, Books and Records, Plans and Specifications, Warranties, Bookings, intangibles, Causes of Action and Miscellaneous Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of Purchaser on the Bankruptcy Code (except for such permitted encumbrances identified terms set forth therein in accordance with Section 5.5 executed by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the saleeach Seller; (iv) that An Assignment and Assumption of Leases, Contracts and Licenses and Permits in the Total Consideration constitutes fair value for form of Exhibit F, assigning the Acquired AssetsTenant Leases, Equipment Leases, Operating Agreements and Licenses and Permits to Purchaser on the terms set forth therein executed by each Seller; (v) that Buyer is acquiring none A certificate or registration of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including title for any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement owned vehicle or other labor Personal Property included in the Property which requires such certification or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreementregistration, duly executed by Seller, substantially conveying such vehicle or such other Personal Property to Purchaser in accordance with Section 5.5; (vi) Written agreements between such Seller and the existing managers of the Hotels terminating the existing management agreement and all rights and obligations of each manager thereunder to manage and operate the Hotels; (vii) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Title Policies; (viii) Any real estate transfer tax declaration or similar documents required under Applicable Law in connection with the conveyance of the Real Property; (ix) A FIRPTA affidavit in the form set forth in the regulations under Section 1445 of the Code; (x) To the extent not previously delivered to Purchaser, all originals (or copies if originals are not available) of the Tenant Leases, Contracts, Licenses and Permits, Books and Records, Plans and Specifications, Warranties, keys and lock combinations in such Seller’s Possession or Control, which shall be located at the Hotels on the Closing Date and deemed to be delivered to Purchaser upon delivery of possession of the Hotels; (xi) The Holdback Escrow Agreement; (xii) The Closing Statement prepared pursuant to Section 11.1; (xiii) An Assignment and Assumption of Ground Lease in the form of Exhibit 3.2(h) attached heretoI, assigning the Ground Lease to allow Purchaser on the transition of terms set forth therein executed by the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)applicable Seller; (ixiv) An Agency Agreement substantially A Ground Lease Estoppel Certificate in the form of Exhibit 3.2(iJ (with variations from such form subject to Purchaser’s reasonable approval) attached hereto executed by the Ground Landlord; (xv) A Non-Disturbance Agreement in favor of Purchaser in form and substance reasonably requested by Purchaser executed by the “Agency Agreement”), to allow Buyer to act Landlord” under the “Master Lease” as defined in the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of SellerGround Lease; and (jxvi) An Interim Operating Such other documents and instruments required by the Title Company to consummate the transaction described in this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Not later than two (2) business days prior to Closing, Seller shall deliver deposit or cause to be deposited with Escrow, the following to Buyerfunds, items and documents, in each case duly executed by Seller, MLP or the appropriate person, and if applicable, acknowledged and in recordable form: (a1) The sale, transfer, [intentionally deleted]; (2) Limited Warranty deeds for Real Property in forms mutually agreed to during the Due Diligence Period; (3) An original and two (2) copies of a Bxxx of Sale in forms mutually agreed to during the Due Diligence Period; (4) Any required assignment, conveyance and delivery of the Acquired Assets/assumption agreements, including but not limited to those related to Customer Agreements and Will Serve Letters (in forms mutually agreed to during the Acquired ContractsDue Diligence Period), by bills the Pre-closing Easements, and the Assignment and Assumption of sale, deeds, endorsements, assignments the Wastewater Treatment Agreement attached as Exhibit H) and other instruments all third-party consents as may be necessary for the assignment of transfer and conveyance in form and substance reasonably acceptable to Buyerthe same; (b5) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale Possession of the Acquired Assets to Buyer as set forth herein are approvednot already in Purchaser’s possession; (ii6) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than a Tax Clearance Certificate for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary Department of Taxation of the State of Delaware Hawaii not more than fifteen (15) days prior to the Closing Date and a Report of Bulk Sale or Transfer (Form G-8A) from the Secretary of State of New York issued within Hawaii Department of Taxation dated not more than ten (10) days prior to the Closing Date and containing the certification of the Closing Date; (e) A settlement statement in form Director of Taxation that all taxes, penalties and substance satisfactory to interest by Seller on the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership date of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to certificate have been paid; provided that if the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition certificate of the Supermarkets and Director of Taxation has not been received by the Acquired Assets and scheduled Closing Date the operation of Parties agree to extend the business related thereto as a going concern to Buyer Closing Date until the earliest practical date after the Director’s certificate is received; provided in no event shall the Closing Date be extended beyond thirty (30) days beyond the “Transition Services Agreement”24 month period described in Section 10.1(e); (i7) An Agency The Agreement substantially for Purchaser’s Acquisition of New Office and Storage Location described in Section 4.5 above; (8) The mutually acceptable non-potable water delivery agreement as described in Section 3.5 above; (9) The mutually acceptable potable water delivery agreement as described in Section 3.6 above; (10) The Assignment and Assumption of the form of Exhibit 3.2(i) Waste Water Treatment Agreement described in Section 3.7 and attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; andExhibit H; (j11) An Interim Operating Agreement, duly executed by Seller, substantially The mutually acceptable O&M Agreement for Wxxxx and Reservoirs described in the form of Exhibit 3.2(jSection 3.8 above; (12) attached hereto (the “Interim Operating Agreement”).The mutually acceptable O&M Agreement for Ditch System described in Section 3.9 above;

Seller’s Deliveries. At the One business day prior to Closing, except as otherwise noted, Seller shall execute (to the extent required) and deliver, or cause to be delivered, to Purchaser or the Escrow Company as appropriate, provided that the failure to deliver more than one counterpart of each of the following to Buyershall not be a breach of this Agreement: (a) The sale, transfer, assignment, conveyance a recordable Grant Deed (the “Deed”) from Seller to Purchaser conveying good and delivery of the Acquired Assets, including but not limited marketable title to the Acquired ContractsReal Property in the form attached to this Agreement as Exhibit ”G”, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable subject to Buyeronly the Scheduled Encumbrances; (b) A certified copy four (4) originals of the Bankruptcy a Xxxx of Sale Order. For purposes transferring to Purchaser each and every item of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable Personal Property to the parties, including, but not limited to, the following: be transferred (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any the Liquor Assets and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified Personal Property transferred by the Seller General Assignment) in Schedule 3.2(b) hereto) and the form attached to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Codeas Exhibit “J”; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as four (4) originals of the Closing Date, duly executed by Seller’s President, certifying Liquor Assets Escrow Agreement in the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory attached to Buyerthis Agreement as Exhibit “H”; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten four (104) days originals of the Closing DateLiquor Assets Xxxx of Sale transferring the Liquor Assets to Purchaser in the form attached to this Agreement as Exhibit “I”; (e) A settlement statement four (4) original counterparts of an assignment (“General Assignment”) of all of Seller’s and/or Operating Lessee’s right, title and interest in, to and under the Bookings, Hotel Contracts, the Documents, the Space Leases, if any, Deposits, Accounts Receivable, Permits (other than Excluded Permits) and Miscellaneous Hotel Assets in the form and substance satisfactory attached to the parties hereto, regarding certain Closing mattersthis Agreement as Exhibit “K”; (f) With respect unless the Management Agreement shall have been terminated on or before the Closing Date, four (4) original counterparts of an Assignment and Assumption of the Management Agreement in the form attached to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgagethis Agreement as Exhibit “P”; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership four (4) originals of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to BuyerClosing Certificate; (h) A Transition Services AgreementCalifornia 593-C Certificate; (i) four (4) originals of an affidavit of Seller stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, duly executed by Selleras amended, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services AgreementL”); (ij) An Agency Agreement substantially notices to parties to Hotel Contracts of change in ownership of the form Hotel, if requested by Purchaser; (k) four (4) drafts of Exhibit 3.2(ithe Preliminary Closing Statement to be updated prior to Closing as necessary until final; (l) attached hereto the Owner’s Affidavit, gap undertaking, and other documents to be delivered by Seller pursuant to Section 4.07 above; (m) to the “Agency Agreement”)extent the Personal Property includes any vehicles owned by Seller, title to such vehicle, executed by Seller in such manner as is required to convey ownership to Purchaser, and registration materials; (n) the estoppel certificates and consents provided for in Section 4.09, to allow Buyer the extent applicable; (o) copies of such articles of incorporation, organization, or formation; agreements or certificates of partnership; resolutions; authorizations; bylaws; certifications; or other corporate, partnership, limited liability company, or trust documents or agreements relating to act Seller as the exclusive agent to Seller Title Company shall reasonably require in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, this transaction; (p) any required real estate transfer tax declarations or similar sales on behalf documentation required to evidence the payment of Seller any tax imposed by any state, county or municipality together with respect to certain any change of the Supermarkets and assets of Sellerownership statements required under applicable law; and (jq) An Interim Operating Agreement, duly executed by Seller, substantially in all keys and combinations to the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Property.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser (or its nominee), at Seller’s sole expense, each of the following to Buyeritems: (ai) The saleA special or limited warranty deed in the form attached as Exhibit E, transfermodified as necessary or appropriate to conform to local law in each location where the Real Property is located, assignmentas applicable, conveyance conveying good and delivery clear record fee simple title, subject only to the Permitted Exceptions, in proper form for recording, (ii) a Bxxx of Sale, Blanket Conveyance and Assignment in the form attached hereto as Exhibit F, (iii) Assignment and Assumption Agreements in the form attached hereto as Exhibit G, in proper form for recording, for the Leases, (iv) the Representation Update Certificate in the form attached hereto as Exhibit H, (v) the Closing Statement, and (vi) a non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Acquired AssetsCode, including but not limited to the Acquired Contractsall duly executed (and, when required, acknowledged) by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSeller; (b) A certified copy An original of each of the Bankruptcy Sale Order. For purposes of clarity, leases; (c) Such evidence or documents as may be reasonably required by the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited Title Company or Purchaser relating to, the following: : (i) that mechanics’ or materialmen’s liens; (ii) parties in possession; or (iii) the terms status and conditions capacity of Seller and the authority of the Person or Persons who are executing the various documents on behalf of Seller in connection with the sale of the Acquired Assets to Buyer as set forth herein are approvedProperties; (iid) that Seller holds good and indefeasible title as-built drawings to the Acquired Assetsextent Seller has such in its possession without representation; (iiie) that the sale of the Acquired Assets to Buyer is free and clear, other than At least two original Tenant estoppel certificates for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects Leases consistent with the terms requirements of this Agreement; (xf) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims At least two original SNDAs for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including Leases consistent with the installation and construction requirements of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services this Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) A notice letter to the Tenants. Such other bills notice shall be prepared by Purchaser and reasonably approved by Seller, shall notify the Tenants of salethe sale and shall contain appropriate instructions relating to the payment of future rentals, certificates the giving of titlefuture notices, documents the naming of Purchaser (or its nominee) on insurance policies carried by Tenants, and other instruments of transfer and matters reasonably required by Purchaser or required by law. Unless a different procedure is required by applicable law, in which event such other instruments of conveyance as Buyer may reasonably request in order law shall be controlling, Purchaser agrees to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and transmit or otherwise deliver such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect letters to the Pharmacies, each in form and substance reasonably satisfactory to BuyerTenants promptly after the Closing; (h) A Transition Services AgreementTo the extent applicable, duly executed by Seller, substantially in the form two originals of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);any REA Estoppels; and (i) An Agency Evidence of release and discharge of all mortgages, materialmen’s and mechanics’ liens and attachments and other encumbrances on the Real Property that are not Permitted Exceptions. Notwithstanding anything in this Agreement substantially in to the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), contrary Seller shall not be required to allow Buyer to act as the exclusive agent to Seller in connection execute any documents that are inconsistent with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain conveyance of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed Real Property deed to be delivered by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Seller at Closing.

Seller’s Deliveries. At the Closing, Seller shall shall, upon payment of the Purchase Price, deliver the following to Buyer: (ai) The salea special warranty deed (the “Deed”), transferconveying fee simple title to the Real Estate to Buyer, assignmentsubject to (A) the Permitted Encumbrances, conveyance (B) applicable local, state and delivery of the Acquired Assetsfederal laws, ordinances and regulations, including but not limited to building restrictions and zoning laws, (C) the Acquired Contractslien for non-delinquent real estate taxes and assessments, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (bD) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, Leases encumbering the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedReal Estate; (ii) that Seller holds good Seller’s counterpart to an assignment and indefeasible title to assumption agreement assigning Seller’s interest in the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable forPermits, the debts or obligations of SellerContracts, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement Leases and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights Other Intangible Property in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in a form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern acceptable to Buyer (the “Transition Services Assignment and Assumption Agreement”); (iiii) An Agency Agreement substantially in a non-foreign person affidavit; (iv) an executed certificate or certificates of Seller as may be required by the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), Title Company to allow Buyer for the deletion of the non-survey standard exceptions to act as the exclusive agent Title Policy; (v) all forms, affidavits and certificates required to Seller be filed in connection with the sale or other disposition imposition and/or payment of assetsany and all State, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller County and local transfer taxes with respect to certain the transactions contemplated by this Agreement, if any (collectively, the “Conveyance Tax Documents”); (vi) delivery to Buyer of originals of the Supermarkets Permits, the Contracts, the Leases and assets other documents considered part of the Other Intangible Property, if any, in the possession of Seller or Seller’s agents (or copies if originals are not available), and any correspondence with respect thereto; and (jvii) An Interim Operating such other documents as may be required by the terms of this Agreement, duly executed or as may reasonably be necessary in order to consummate the transaction contemplated by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating this Agreement”).

Seller’s Deliveries. At Within five (5) days after Xxxxx’s delivery to Escrow of the ClosingContract Amount pursuant to Paragraph 2.2(c) above, Seller shall deliver or cause to be delivered to Escrow Agent, at Seller's sole cost and expense, each of the following to Buyeritems: (a) The saleA special warranty deed (the "Deed") in the form of Exhibit "B" attached hereto and incorporated herein executed and acknowledged on behalf of Seller, transferin recordable form, assignmentconveying good and indefeasible fee simple title to the Real Property to Buyer, conveyance free and delivery clear of any liens, encumbrances, easements or other matters affecting title to the Property except the Permitted Exceptions; (b) Evidence that each of the Acquired Assets, including but not limited to Contracts has been duly cancelled as of the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable Closing without liability to Buyer; (bc) A certified copy All original warranties and guarantees pertaining to or affecting the Property and an Assignment of the Bankruptcy Sale Order. For purposes Warranties, Guaranties, Permits, Licenses and Other Intangibles duly executed and acknowledged by Seller, assigning to Buyer all of claritySeller's right, the Bankruptcy Sale Order shall contain the provisions, findings title and orders reasonably acceptable interest in such items applicable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN ActProperty, or any collective bargaining agreement or other labor or employment agreement; (xiv) that part thereof in the Bankruptcy Sale Order is binding upon any successors form of Exhibit "C" attached hereto and incorporated herein. Escrow Agent shall attach the schedule of guaranties and warranties delivered by Seller pursuant to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including EquipmentParagraphs 3.2(c) and the C&S Designation Rights in substantially the same manner 3.2(i) above as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to BuyerSchedule “2” thereto; (d) Good standing certificates Such evidence or other documents that may be reasonably required by Xxxxx or the Title Company evidencing the status and capacity of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days authority of the Closing Date; (e) A settlement statement in form and substance satisfactory to person or persons who are executing the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills various documents on behalf of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets Property; (e) An affidavit duly executed and assets acknowledged by Seller that all bills in connection with management, utilities, services, trash collection and maintenance have been fully paid to date of SellerClosing and such other declarations as may be required by the Title Company to issue the Title Policy and shall cause the Title Company to issue the Title Policy to Buyer at or promptly following Closing; and (jf) An Interim Operating AgreementAll additional documents and instruments this Agreement requires to be provided by Seller at Closing, duly executed by Seller, substantially and all additional documents and instruments as in the form opinion of Exhibit 3.2(j) attached hereto (Xxxxx's counsel are reasonably necessary for the “Interim Operating Agreement”)proper consummation of this transaction.

Seller’s Deliveries. At On or before the ClosingClosing Date (or within such timeframe as may be more specifically provided below), Seller shall deliver cause to be delivered into Escrow (except as specifically noted) the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingdocuments: (i) that The Deed in the terms form of EXHIBIT B attached hereto duly executed by Seller and conditions of acknowledged, conveying to Purchaser the sale of the Acquired Assets to Buyer as set forth herein are approvedReal Property, Appurtenances and Improvements described in EXHIBIT A in fee simple; (ii) that Seller holds good and indefeasible title to The Bill of Sale duly executed by Sexxxx, in the Acquired Assetsform of EXHIBIT C attached hereto; (iii) that the sale Two (2) counterparts of the Acquired Assets Assignment and Assumption of Leases duly executed by Seller, assigning and conveying to Buyer is free Purchaser the Seller's interest in, to and clearunder the Leases, other than for Assumed Liabilities, in the form of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) EXHIBIT D attached hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that Originals of all Leases (and all amendments thereto, if any, and all records and correspondence relating thereto) and Lease Documents in Seller's possession or control covering the Total Consideration constitutes fair value Property or any portion thereof (to be delivered outside of Escrow), and any security deposits relating thereto (unless Purchaser is being credited for the Acquired Assets; (v) that Buyer is acquiring none amount of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice security deposits pursuant to the Bankruptcy Rules or order PARAGRAPH 11(G) below), together with a Certificate of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, Rent Roll dated as of the Closing Date, in the form of EXHIBIT G attached hereto; (v) Two (2) counterparts of the Assignment and Assumption of Contracts and Intangibles duly executed by Seller’s President, certifying assigning and conveying to Purchaser Seller's interest in, to and under the accuracy of Service Contracts to be continued by Purchaser after the matters set forth in Section 7.2(a) Closing and 7.2(b)the Intangible Property, in the form and substance reasonably satisfactory to Buyerattached hereto as EXHIBIT E; (dvi) Good standing certificates Originals or copies of all Service Contracts in the possession or control of Seller issued (to be delivered outside of Escrow) to be continued by Purchaser after the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing DateClosing; (evii) A settlement statement Notices to tenants at the Property duly executed by Seller, in the form and substance satisfactory to the parties hereto, regarding certain Closing mattersattached hereto as EXHIBIT F; (fviii) With respect An affidavit sworn by an officer of Seller to any recorded UCC financing statement or mortgage, the effect that Seller is not a UCC-3 termination statement or mortgage release ("foreign person" as that term is defined in Section 1445(f)(3) which affidavit shall be in the form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing required by the Acquired Assets from such security interest or mortgageEscrow Holder; (gix) Such other bills of saleentity formation documents, authorizations, certificates of titletrust, documents and other instruments of transfer and such other instruments of conveyance documentation with respect to Seller as Buyer Escrow Holder may reasonably request require in order to effect cause the sale, transfer, conveyance and assignment Closing to Buyer of valid ownership of occur or as the Acquired Assets and such other documents as Title Company may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to require in order issue the Pharmacies, each in form and substance reasonably satisfactory to BuyerTitle Policy; (hx) Seller shall deliver to Purchaser on the Closing Date all keys for the Property with identification of the lock to which each such key relates (to be delivered outside of Escrow). There will be one key that is clearly labeled for every door and every mailbox throughout the entire complex. Seller shall cause its Property Manager to meet with Purchaser's representative approximately thirty (30) days prior to the Closing Date to exhibit the existence of the labeled keys as aforesaid; (xi) A Transition Services Agreementcertificate of Seller, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition confirming that all of the Supermarkets representations and the Acquired Assets warranties of Seller contained in PARAGRAPH 8(A) hereof are true and the operation correct in all material respects as of the business related thereto as a going concern Closing Date, subject to Buyer (the “Transition Services Agreement”)any notice provided by Seller pursuant to PARAGRAPH 9(E) hereof; (ixii) An Agency Agreement substantially in the form of Exhibit 3.2(iTwo (2) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, counterparts duly executed by Seller of the Lead-Based Paint Disclosure Addendum to Purchase Agreement pursuant to PARAGRAPH 28 hereof; (xiii) A closing statement prepared in writing by Escrow Holder and approved in writing by Seller; (xiv) A Rent Roll and a separate Delinquency Report, substantially each certified by the Seller as true and correct as of the Closing Date. (xv) Any other documents, instruments, records, correspondence or agreements called for hereunder which have not previously been delivered, or which are reasonably required by Escrow Holder or otherwise to close the Escrow and consummate the purchase of the Property in accordance with the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)terms hereof.

Seller’s Deliveries. At In time sufficient to facilitate Closing on the ClosingClosing Date, Seller shall deliver to or cause to be deposited with Escrow Agent for the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery benefit of Purchaser all of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically items set forth in this Agreement with respect Section 10.2(a) (collectively, the “Closing Documents”), as follows: (1) A Quitclaim Deed (the “Deed”) in the form attached hereto as Exhibit J, duly executed and acknowledged by Xxxxxx, conveying to Purchaser all of Seller’s interest in the Assumed LiabilitiesLand and Improvements ;[DISCUSS/NOT LIKELY] (2) A real estate excise tax affidavit, xxxx completed, executed and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoinedacknowledged by Xxxxxx; (xiii3) to An Assignment and Assumption of the fullest extent permissible under the Bankruptcy Code and applicable lawDNR Lease, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) together with evidence that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary Washington Department of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory Natural Resources has provided its consent to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services AgreementDNR Lease Assignment”); (i4) An Agency Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), in the form attached hereto as Exhibit K, duly executed and acknowledged by Seller, conveying to Purchaser all of Seller’s interest in the Moorage Agreements and the Kayak Storage Agreements; (5) An Assignment of Intangible Property, in the form attached hereto as Exhibit L, duly executed and acknowledged by Seller, conveying to Purchaser all of Seller’s interest in the certain tangible and intangible property more particularly described therein, together with all of Seller’s rights with respect to the Insurance Policies and Third Party Claims; (6) A Transferor’s Certificate of Non-Foreign Status substantially in the form of attached to this Agreement as Exhibit 3.2(iM (“FIRPTA Certificate”) attached hereto properly executed by Seller; (the “Agency Agreement”)7) Such agreements, to allow Buyer to act as the exclusive agent to Seller in connection with the sale affidavits or other disposition of assets, including, without limitation, documents as may be reasonably required by the conduct of going-out-of-business, store closings, or similar sales on behalf of Title Company from Seller with respect to certain of issue the Supermarkets and assets of SellerTitle Policy; and (j) An Interim Operating 8) Such other documents and instruments as may be reasonably requested by Purchaser or the Title Company to consummate the transaction contemplated in this Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver the following or cause to be delivered to Buyer: (a) The sale, transfer, assignment, conveyance and delivery a certified copy of the Acquired Assets, including but not limited Seller Authorization; (b) the Seller Bringdown Certificate; (c) an Assignment of FCC Licenses assigning the FCC Licenses to Bxxxxxx Licenses; (d) an Assignment and Assumption of Contracts assigning the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable Station Contracts to Buyer; (be) A certified copy an Assignment and Assumption of Leases assigning the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory Real Property Leases to Buyer; (df) Good standing certificates of Seller issued by domain name transfers assigning the Secretary of State of Delaware and Stations' domain names included in the Secretary of State of New York issued within ten Intangible Property (10if any) days to Buyer following customary procedures of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgagedomain name administrator; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request endorsed vehicle titles conveying the vehicles included in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory Tangible Personal Property (if any) to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form a bxxx of Exhibit 3.2(h) attached hereto, sale conveying all Station Assets to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)Buyer; (i) An Agency Agreement substantially in any other documents and instruments of conveyance, assignment and transfer that may be reasonably necessary to convey, transfer and assign the form Station Assets to Buyer, free and clear of Exhibit 3.2(i) attached hereto (the “Agency Agreement”)Liens, to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assetsexcept for Permitted Encumbrances, including, without limitation, fully executed Lien releases executed by the conduct of going-out-of-business, store closingsapplicable Lien holder and termination statements on Form UCC-3, or similar sales amendment statements on behalf of Seller Form UCC-3, or other appropriate releases, which when filed or delivered will release and satisfy any and all Liens other than Permitted Liens, together with respect proper authority to certain of file such termination statements or amendment statements or other releases at and following the Supermarkets and assets of SellerClosing; and (j) An Interim Operating Agreement, duly executed the Required Consents and any Estoppel Certificates and other contract consents obtained by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, expressly conditioned upon Purchaser's performance of its obligations under Section 6.2(b), Seller shall deliver the following to Buyerdeliver: (ai) The sale, transfer, assignment, conveyance and delivery possession of the Acquired AssetsProperty, including but not limited subject to the Acquired Permitted Exceptions; (ii) copies of all Permits, if any; (iii) an executed and acknowledged special warranty deed (the "DEED") in the form set forth in Exhibit B conveying the Real Property subject to the Permitted Exceptions; (iv) a bill of sale in substantially the form of Exhibit C (the "BILL OF SALE"), executed and acknowledged by Seller, conveying without warranty the Personalty; (v) an executed Assignment and Assumption of Warranties in substantially the form of Exhibit E (the "ASSIGNMENT OF WARRANTIES"); (vi) a certificate of Seller respecting the non-foreign status of Seller in the form set forth in Exhibit D attached hereto; (vii) the originals of the Warranties, Service Contracts, by bills Plans and Permits in Seller's possession; (viii) an executed Lease between Purchaser and Dave & Buster's, Inc. ("TENANT") in the fxxx attached hereto as Exhibit F (the "LEASE"); (ix) an opinion of saleSeller's counsel, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerPurchaser, concerning Tenant and the Lease; (bx) A certified copy the Environmental Certificate in substantially the form of Exhibit G (the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders "ENVIRONMENTAL CERTIFICATE"); and (xi) such other documents as may be reasonably acceptable to the partiesrequired by Closing Agent or Purchaser, including, but not limited to, documents evidencing the following: (i) that the terms and conditions authority of Seller to consummate the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid Property in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and designating those persons authorized to comply in execute and deliver all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the necessary documents at Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At the Closing, Seller shall deliver to Buyer the following to Buyerfollowing: (a) The saleSpecial Warranty Deeds, transferor other documents of title as may be required under applicable law, assignmentfor the Real Property for each Terminal, conveyance in the form attached as Exhibit H, executed and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, acknowledged by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSeller; (b) A certified copy Bills of Sale for the Bankruptcy Sale Order. For purposes of clarityImprovements and the Personal Property for each Terminal, in the Bankruptcy Sale Order shall contain the provisionsform attached as Exhibit I, findings and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approvedexecuted by Seller; (iic) that Seller holds good and indefeasible title to Possession of the Acquired AssetsTerminals; (iiid) that the sale Counterparts executed by Seller of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified those agreements required by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds provisions of the saleSection 4.4; (ive) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none Certified copies of the Excluded Assets; (vi) that the transactions contemplated appropriate corporate action by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate authorizing the transactions contemplated by this Agreement and authorizing the person(s) executing the documents listed in this Section 4.2 and Section 4.4 to comply in all respects with the terms enter into this Agreement and such other documents on behalf of this AgreementSeller; (xf) that A copy of the sale process conducted by executed Indemnity Letter to the Title Company, in the form attached as Exhibit J, if Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faithelects under Section 5.4 to deliver such letter to the Title Company; (xig) Such affidavits and certificates as the Title Company may reasonably require, including certificates necessary to delete standard title insurance exceptions and to protect Buyer against claims that Buyer and Seller did not engage in may give rise to any conduct which would allow mechanic's, materialman's or other liens against the transactions contemplated by this Agreement Real Property related to be set aside pursuant to Section 363(n) of the Bankruptcy CodeSeller; (xiih) to A certificate or affidavit certifying that the fullest extent permissible under the Bankruptcy Code representations and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth warranties made by Seller in this Agreement with respect to the Assumed Liabilities, are true and that any action threatened or commenced or claim made against Buyer correct in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises all material respects as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (ei) A settlement statement Non-Foreign (FIRPTA) Certification, in the form and substance satisfactory to the parties heretoattached as Exhibit K, regarding certain Closing mattersexecuted by Seller; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (hj) A Transition Services Agreement, duly fully executed by Seller, substantially Release Agreement for each Terminal in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”)S; (ik) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to All consents or waivers received by Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Sellerfrom Third Parties; and (jl) An Interim Operating AgreementSuch other instruments and documents of conveyance and transfer, duly executed by in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer to and assign to Buyer all of Seller's right, substantially title and interest in and to the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)Terminals in accordance with Section 2.1.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, or to the Title Company as Escrow Holder, the following to Buyer: (a) The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the followingitems: (i) that a Utah statutory special warranty deed (the terms “Deed”), in the form attached as Exhibit 4, in recordable form, duly executed and conditions of acknowledged by Seller, conveying fee simple title in and to the sale of the Acquired Assets Property to Buyer or Buyer’s designee, subject only to Permitted Exceptions, including any Title Exceptions not cured or removed by Seller but waived by Buyer as set forth herein are approvedprovided in Section 4.3; (ii) that an ALTA Affidavit, in such form as is acceptable to Seller holds good and indefeasible required by the Title Company to issue “extended coverage” title to insurance, and such other items reasonably requested by the Acquired AssetsTitle Company as administrative requirements for consummating the Closing; (iii) that the sale a Non-foreign Affidavit, in compliance with Section 1445 of the Acquired Assets to Buyer is free and clearInternal Revenue Code of 1986, other than for Assumed Liabilities, of any and all Liens, Claims, interestsas amended, and encumbrances of any type or nature whatsoever pursuant regulations promulgated thereunder (“FIRPTA”), substantially in the form attached as Exhibit 5 to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the salethis Contract; (iv) a Bxxx of Sale, Assignment of Agreements and Transfer of Assets, in the form attached as Exhibit 7 to this Contract (“Bxxx of Sale/Assignment”), conveying the Service Contracts that Buyer may agree to assume and the Total Consideration constitutes fair value for the Acquired Transferred Assets; (v) that Buyer is acquiring none duplicate originals of the Excluded AssetsLease Termination Agreement, in the form attached as Exhibit 2, duly executed and acknowledged by Seller; (vi) that any other documents, instruments or agreements called for hereunder which have not been previously delivered or which are reasonably required by the transactions Title Company (such as evidence of authorization of the transaction) to close the transaction as contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) Contract. A copy of the Bankruptcy Code; (vii) that notice documentation evidencing the authorization of the transactions contemplated hereby was adequate and proper under the circumstances and was transaction will be provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer; (d) Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (f) With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”); (i) An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

Seller’s Deliveries. At As of the ClosingClosing Date, Seller Purchaser shall deliver have received each of the following with respect to Buyerthe Seller, together with any additional items that Purchaser may reasonably request to effect the transactions contemplated herein: (a) The sale, transfer, assignment, conveyance Full and delivery complete possession of the Acquired Assets, including but not limited to Assets and the Acquired Contracts, by bills Leased Premises of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to BuyerSeller; (b) A certified copy of the Bankruptcy Sale Order. For purposes of clarityAll keys, the Bankruptcy Sale Order shall contain the provisionscombinations, findings computer passwords and orders reasonably acceptable to the parties, including, but not limited to, the following: (i) other security access devices and codes that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved; (ii) that Seller holds good and indefeasible title to the Acquired Assets; (iii) that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale; (iv) that the Total Consideration constitutes fair value for the Acquired Assets; (v) that Buyer is acquiring none of the Excluded Assets; (vi) that the transactions contemplated by this Agreement were negotiated at armSeller’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code; (vii) that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them; (viii) that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respect to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000; (ix) that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement; (x) that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith; (xi) that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code; (xii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement possession with respect to the Assumed Liabilities, Leased Premises and that any action threatened or commenced or claim made against Buyer in respect Assets of the Excluded Liabilities of Seller is and shall be enjoinedSeller; (xiii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement; (xiv) that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees; (xv) to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises; (xvi) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement; (xvii) to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales; (xviii) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement; (xix) that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and (xx) that the Bankruptcy Sale Order shall apply to the XxXxxx Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets. (c) A certificatecertificate of the President, or the manager, as appropriate, of Seller certifying as to the matters set forth in Sections 7.1, 7.2 and 7.3 hereof and as to the satisfaction of all other conditions set forth in this Article 7; (d) A certificate of the Secretary of Seller which is a corporation or limited liability company and of each corporate general partner of any Seller that is a partnership, dated the Closing Date, (i) setting forth the resolutions of the board of directors and/or managers and the shareholders and/or members of such corporation and/or limited liability company, authorizing the execution and delivery of this Agreement and the Closing Documents to which Seller is a party, and the consummation of the transactions contemplated hereby, (ii) certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, duly executed by Seller’s President, (iii) certifying as to the accuracy incumbency of the matters set forth in Section 7.2(aofficers of such corporation and/or limited liability company executing the Closing Documents and (iv) certifying as to the validity of the Articles of Incorporation and 7.2(b)Bylaws and/or Certificate of Formation and Limited Liability Company Agreements of Seller (and, in form the case of any corporate general partner, the validity of the partnership agreement of the appropriate Seller) copies of which shall be attached to the certificate together with any and substance reasonably satisfactory to Buyerall amendments; (de) Good standing certificates If issued by the jurisdiction(s) within which Seller exists and operates, a certificate of Seller and of each corporate or limited liability company general partner of Seller that is a partnership, and a certificate of existence for Seller that is a partnership, dated a date reasonably approximate to the Closing Date, issued by the Secretary of State of Delaware the entity’s state of organization and the Secretary state where Seller operates its Business, and, to the extent required to demonstrate tax good standing in its state of State organization, a letter from that state’s Department of New York issued within ten Revenue certifying as to the timely filing of all tax reports and the timely payment of all taxes by Seller; (10f) A certified Uniform Commercial Code or equivalent search in the name of Seller and each general partner of Seller which is a partnership, performed in each jurisdiction where the Assets of Seller are located and where Seller’s Chief Executive Office (as that term is used under the Uniform Commercial Code in the state wherein such search is being performed) is located, dated nor more than 30 days prior to the Closing Date showing no Liens of record encumbering the Assets; (g) for each Real Property Lease an estoppel certificate and consent to assignment from the lessor thereunder in substantially the form of Exhibit “B” along with amendments to the Real Property Lease or waiver by Purchaser thereof, in its sole discretion, described on Schedule 7.6(g). With respect to such Real Property Lease: (1) all rentals or other monies due or required to be paid thereunder have been paid and will have been paid through the Closing Date except for routine adjustments in percentage rentals, common area maintenance charges or adjustments, and operating expenses which will be paid by Seller post-closing in connection with Section 12.14; (2) all necessary consents to assignment have been or will be obtained prior to Closing in a form satisfactory to Purchaser, the estoppel certificate for such Real Property Lease will have been obtained in a form satisfactory to Purchaser prior to the Closing Date and such Real Property Lease will continue to be legal, valid, binding and enforceable against the lessor thereunder on identical terms following the Closing Date; (e) A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters; (fh) With respect to the exception of any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage; (g) Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer claim that may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer; (h) A Transition Services arise under this Agreement, duly executed the release and discharge of Purchaser, Xxxx’x Xxxxx Steak House Franchise, Inc., its executive officers, managers, employees, directors, subsidiaries, parent corporations, affiliates, attorneys and agents (hereafter referred to collectively as “the Released Parties”) by Seller, substantially on its behalf and on behalf of its subsidiaries, parent corporations, Queyrouze, First Intervenor and the Second Intervenor, in the form of Exhibit 3.2(h) attached heretoF, of and from any and all past, present, and/or future claims, actions, demands, rights, damages, causes of action and rights of action whatsoever, known and unknown, anticipated and unanticipated, to allow which Seller may be entitled, in any way resulting from and/or to result from Seller’s franchise agreements with Xxxx’x Xxxxx Steak House Franchise, Inc., and especially from the transition causes of action asserted in the Litigation, and/or in any way resulting from or to result from damages to Seller or any of the Supermarkets and the Acquired Assets and the operation consequences of the business related thereto as foregoing, and any and all damages of whatsoever kind or character which may have been and/or which might in the future be sustained by Seller in any way resulting from and/or to result from the aforesaid claims. Seller will authorize and instruct their counsel of record in the Litigation to execute and file in the Litigation a going concern dismissal with full prejudice of all claims asserted therein against the Released Parties or any of them. Seller further agree to Buyer (defend, indemnify and hold harmless the “Transition Services Agreement”);Released Parties from and against any claims asserted or to be asserted by any party, person, firms or corporations arising out of the claims described above. Notwithstanding anything contained herein to the contrary, Seller shall make commercially reasonable effort to obtain releases on behalf of its executive officers; and (i) An Agency Agreement substantially in Such other documents and instruments as are reasonably necessary to effect the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assetstransactions contemplated hereby, including, without limitation, limitation conveyance of title to the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain Assets and peaceful possession of the Supermarkets Leased Premises from claims by the lessor of each Leased Premises and assets of Seller; and (j) An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”)any third parties.