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

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner 's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. (a) Purchaser’s obligation obligations to close under this Contract, consummate the Acquisition hereunder shall be subject to and conditioned upon the fulfillment of each and all satisfaction or waiver by Purchaser of the following conditions precedentat or prior to the Closing: 8.1.1 All i) O’Brien shall have delivered to Purchaser all items listed in Schedule 3.3(a)(i); ii) Each of the documents required to be delivered by Seller to Purchaser at the Closing representations and warranties of O’Brien made in or pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations this Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that are made as of a specific date or time, which shall be true and correct to the extent required only as of such specific date or time; 8.1.3 Seller iii) O’Brien shall have performed and complied with, fulfilled and performed in all material respects each with all of the covenants, terms obligations, agreements and conditions required by this Agreement to be performed or complied with, fulfilled or performed with by Seller hereunder; andO’Brien prior to the Closing; 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor iv) There shall have been no material adverse change in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except Intellectual Property; v) Except as expressly set forth in this Section 8.1. Schedule 3.3(a)(v), there is no Proceeding pending or threatened pertaining to the Intellectual Property, or to the Acquisition or its consummation, that shall have been instituted or threatened by any Governmental Body or Person; vi) The Trademark Assignment (the “Trademark Assignment”), Patent Assignment (the “Patent Assignment”) and Domain Name Assignment and assignment of any other documents pertaining to Intellectual Property (collectively, the “Assignment”), shall be executed and delivered by O’Brien to Purchaser on the Closing Date. (b) If (i) O’Brien shall not have been able to obtain any condition set forth required government or third party consent or approval, (ii) any material representation or warranty of O’Brien shall prove to have been inaccurate or untrue in Sections 8.1.1any material respect when first made or (iii) O’Brien shall not have performed, 8.1.3 or 8.1.4 is not metin any material respect, Purchaser may (a) waive any of the foregoing conditions material covenants contained in this Agreement, and proceed in each case by Closing, then Purchaser shall be entitled, without limitation, (A) not to Closing on consummate, pursuant to Section 3.1, the Closing Date with no offset or deduction from the Purchase PriceAcquisition, or (bB) to consummate the Acquisition if such failure constitutes a default by SellerPurchaser, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedydiscretion, (i) notify Seller of Purchaser’s election is willing to terminate this Contract and receive a return of consummate the Deposit from the Escrow Agent, or (ii) waive Acquisition on such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricebasis.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close The obligations of Purchaser under this Contract, Agreement shall be subject to and conditioned upon the fulfillment of each and all at or prior to the Closing of the following conditions precedentconditions, unless waived by Purchaser: 8.1.1 All 8.1 Purchaser shall have satisfactorily completed all necessary technical (including, but not limited to, software code review) and legal due diligence of the documents Purchased Assets; 8.2 Purchaser shall have entered into independent contractor agreements with each Consultant, including ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in forms reasonably satisfactory to Purchaser; 8.3 Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are required to be delivered by convey the Purchased Assets to the Purchaser; 8.4 Seller shall have no litigation pending or threatened with respect to Purchaser at the Purchased Assets; 8.5 From the date of this Agreement through the Closing pursuant Date, there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or substantial impair the terms and conditions hereof shall have been deliveredPurchased Assets; 8.1.2 Each 8.6 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall each be physically present in the Purchaser’s offices for no less than twelve (12) hours in order to provide assistance with transfer of Seller’s Representations Source Codes and Websites, training on Websites’ functionality and operations, and to communicate transfer to users of the Websites. 8.7 All representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date;as if such representations and warranties were made at and as of the Closing; and 8.1.3 8.8 Seller shall have complied withperformed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. Should the above conditions not be satisfied to Purchaser's satisfaction, fulfilled and performed in all material respects each its sole discretion, as of the covenantsClosing, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner Purchaser shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election entitled to terminate this Contract Agreement without further liability between Purchaser and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceSeller.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close All obligations of Purchaser under this Contract, shall be Agreement are subject to and conditioned upon the fulfillment at the Closing of each and all of the following conditions precedentconditions: 8.1.1 (a) All representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations contained in this Agreement shall be true in all material respects and correct as of the Closing Date; 8.1.3 , and Seller shall have fulfilled all of its covenants and agreements hereunder; (b) Seller shall have fully performed and complied withwith all commitments and conditions hereunder up to the Closing Date; (c) Seller has taken all requisite action to approve this Agreement and the transactions contemplated hereby, fulfilled and performed this Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller enforceable in all material respects each accordance with its terms; (d) The execution, delivery and performance of this Agreement by Seller and the consummation of the covenants, terms and conditions to be complied with, fulfilled transactions contemplated hereby will not conflict with or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been result in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive breach of any of the foregoing terms, conditions and proceed or provisions of any agreement, contract or commitment to Closing on which Purchaser is not also a party which is material to the Closing Date with no offset business or deduction from properties of Seller as a whole or constitute a material default thereunder or give to the Purchase Priceothers any material right of termination, cancellation or acceleration thereunder, or otherwise require any approval which has not been obtained; (be) if such failure constitutes a default by Seller, exercise Seller shall have made no sale or other disposition of the common stock and shall not have permitted or allowed any of the shares of common stock to be or become and remain subject to any pledge, lien, security interest or other encumbrance of any kind. (f) Seller shall have satisfied its remedies pursuant to Section 10.2. If the condition covenants set forth in Section 8.1.2 is herein and shall not met, Purchaser may, as its sole have breached any provisions of this Agreement. (g) The Seller shall execute and exclusive remedy, (i) notify Seller of Purchaser’s election deliver to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition the closing documents, including stock powers, assignments, endorsed stock certificates, and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Priceother good and sufficient instruments of conveyance.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each The (a) Fundamental Representations and the Tax Representations shall be true and correct in all respects as of the Closing Date, and (b) the Seller’s Representations (other than the Fundamental Representations and the Tax Representations) shall be true and correct in all material respects as of the Closing Date (other than (x) where Purchaser had actual knowledge that such Seller Representation was not true and correct upon Purchaser’s execution and delivery of this Contract, or (y) where the failure of the Seller’s Representations to be true in all material respects as of the Closing DateDate results from changed facts, conditions, circumstances, or acts or omissions which are (i) expressly permitted pursuant to the terms of this Contract, (ii) covered separately under Articles XI or XII herein, (iii) the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant, or (iv) defaults by any party other than the Property Owner under the Property Contracts or Lease); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 There shall not be pending any litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation, which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller; 8.1.5 Neither Seller nor Seller’s general partner any Target shall be a debtor in any bankruptcy proceeding nor shall Seller or any Target have been in the last 6 months a debtor in any bankruptcy proceeding; and 8.1.6 All conditions to the obligations of “Seller” and “Purchaser” under the iStar Contract to close on the purchase and sale of the Transferred REIT Interests (iStar) shall have been satisfied. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 Section 8.1.5 is not metmet with respect to Seller, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if terminate this Contract by delivering written notice to Seller to that effect, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions. Notwithstanding the foregoing, in the event that the failure of any such failure constitutes condition precedent is a result of a default or breach by Seller, Purchaser shall also be entitled to exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price10.2 below.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; and 8.1.5 There shall be no pending or, to the knowledge of Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit (except the Non-Refundable Initial Deposit Component) from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. The Purchaser’s obligation obligations to close under this Contract, shall be consummate the purchase of the Company Securities hereunder is subject to and conditioned upon the fulfillment fulfillment, prior to or at the Closing, of each and all of the following conditions precedent:(any or all of which may be waived by the Purchaser in its sole discretion): 8.1.1 All (a) (i) the Company Fundamental Representations and the representations in Sections 4.13(b) and 4.13(l) shall be true and correct in all respects, and (ii) all other representations and warranties in ARTICLE IV shall be true and correct in all material respects (ignoring for such purpose, any “materiality,” or “Material Adverse Effect” qualifiers in such representations and warranties) in each case, as of the documents required to be delivered by Seller to Purchaser at date of this Agreement and as of the Closing pursuant as though made at and as of the Closing (except to the terms extent such representations and conditions hereof warranties expressly speak as of an earlier date in which case such representations and warranties qualified as to materiality shall have been deliveredbe true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); 8.1.2 Each of Seller’s (b) the Seller Fundamental Representations shall be true and correct in all respects with respect to each Seller, as of the date of this Agreement (or, with respect to any Joining Seller, as of the date as such Joining Seller executes a counterpart signature page) and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly speak as of an earlier date in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (c) the Company and the Sellers shall have performed and complied in all material respects as of with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; 8.1.3 Seller (d) there shall not have been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had a Material Adverse Effect since the Balance Sheet Date (regardless of whether or not such events or changes are inconsistent with the representations or warranties of the Sellers contained herein); (e) no Legal Proceedings shall have complied withbeen instituted or threatened or claim or demand made against the Sellers, fulfilled the Company or Purchaser, seeking to enjoin, restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and performed there shall not be in all material respects effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) Purchaser shall have received a certificate signed by each of the covenantsChief Executive Officer and Chief Financial Officer of the Company, terms each in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, to the effect that each of the DAL:0506861/00010:1931463v15 conditions specified above in Sections 7.1 (a) and (c) through (e) have been satisfied in all respects; provided that with respect to Sections 7.1 (c) and (e), the Chief Executive Officer and Chief Financial Officer of the Company shall only be required to certify as to the Company; (g) (i) the waiting period under the HSR Act shall have expired or early termination shall have been granted and the Company shall have obtained or made any other consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, any U.S. Governmental Authority or pursuant to U.S. Law required to be complied withobtained or made by them in connection with the execution and delivery of this Agreement and the Seller Documents or the consummation of the transactions contemplated hereby or thereby and (ii) the Company shall have obtained all consents, fulfilled waivers and approvals referred to in Schedule 7.1 (g) hereof in a form satisfactory to Purchaser in its reasonable discretion; (h) (A) The following Restricted Sellers shall have entered into employment agreements in the form attached hereto as Exhibit J: (x) each of R▇▇▇▇▇ ▇▇▇▇▇, T▇▇▇▇ ▇▇▇▇▇▇, E▇▇▇ ▇▇▇▇▇▇▇▇, C▇▇▇▇▇ ▇▇▇▇▇▇, G▇▇▇▇▇▇ Zimanyi and S▇▇▇▇▇▇ ▇▇▇▇▇▇; and (y) at least seven (7) of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, F▇▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇, P▇▇▇▇ ▇▇▇▇▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇▇▇, I▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇; (B) such agreements shall be in full force and effect and (C) all of such persons shall be willing and able to perform in accordance with such agreements; (i) any Restricted Seller who has not executed an employment agreement in the form attached hereto as Exhibit J shall have executed a stand-alone non-competition agreement containing the same restrictions contained in Section 6.7 hereof; (j) the Side Letter dated as of the date hereof shall still be in full force and effect; (k) the Sellers’ Representatives and the Escrow Agent shall have executed the Escrow Agreement; (l) Purchaser shall have received the items described in Sections 2.5 and 2.6; (m) all corporate and other proceedings in connection with the approval and fulfillment of this Agreement (and any of its ancillary documents, schedules or performed by Seller hereunderexhibits), including all transactions contemplated at the Closing and all documents incident thereto, including the implementations of the provision thereof, shall have been taken in a manner satisfactory in form and substance to the Purchaser and the Purchaser shall have received counterpart original / certified or other copies of such documents; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor (n) Purchaser shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is acquired not met, Purchaser may less than (aA) waive any ninety-seven percent (97%) of the foregoing conditions then-outstanding Shares (which ninety-seven percent (97%) shall include one-hundred percent (100%) of any then-outstanding Shares which are issued following the date of this Agreement (including upon the exercise of any Company Options)) and proceed (B) one-hundred percent (100%) of any Company Securities (other than Shares) which would not, by their terms, terminate automatically as of the Closing. DAL:0506861/00010:1931463v15 (o) Each of the Restricted Sellers shall have exercised all Company Options held by such Restricted Seller and will be selling any Shares issued upon the exercise thereof to Purchaser at the Closing. (p) There shall not, following the Closing be any obligation on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return part of the Deposit from the Escrow AgentCompany to pay any compensation to any holders of stock options, warrants or (ii) waive other convertible securities in relation to such condition and proceed to Closing on the Closing Date with no offset options, warrants or deduction from the Purchase Priceconvertible securities.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. Notwithstanding the foregoing, if the condition set forth in Section 8.1.2 is not met due to Seller's intentional and knowing misrepresentation of such Seller's Representation, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Contract and receive a return of the Deposit from Escrow Agent and Purchaser may recover, as its sole recoverable damages, its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $75,000.00 in the aggregate.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s general partner shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; and 8.1.5 Possession of the Property shall be delivered to Purchaser free and clear of all tenancies and other occupancies except for the Lease. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.18.1 and in Section 8.3. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4, or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2 unless Seller shall have knowingly made a material misrepresentation thereunder (in which case, Purchaser may proceed with the exercise of its remedies pursuant to Section 10.2), and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller; 8.1.4 The Title Insurer shall be committed to the issuance of the Title Policy insuring title to the Property subject only to the Permitted Exceptions, provided, however, if Purchaser elects to obtain additional coverage or endorsements to the base Title Policy, then obtaining such additional coverage or endorsements shall not be a condition precedent to Purchaser’s obligations to close under this Contract; 8.1.5 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.6 Neither Seller nor Seller’s general partner managing member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close All obligations of Purchaser under this Contract, shall be Agreement are subject to and conditioned upon the fulfillment at the Closing of each and all of the following conditions precedentconditions: 8.1.1 (a) All representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations contained in this Agreement shall be true in all material respects and correct as of the Closing Date; 8.1.3 , and Seller shall have fulfilled all of its covenants and agreements hereunder; (b) Seller shall have fully performed and complied withwith all commitments and conditions hereunder up to the Closing Date; (c) Seller has taken all requisite corporate action to approve this Agreement and the transactions contemplated hereby, fulfilled and performed this Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller enforceable in accordance with its terms, subject to the ratification by Shareholders of Seller; (d) Seller’s Board of Directors have or will have taken all material respects each requisite corporate action to approve this Agreement and the transactions contemplated hereby; (e) The execution, delivery and performance of this Agreement by Seller and the consummation of the covenantstransactions contemplated hereby will not conflict with or result in the breach of any of the terms, terms conditions or provisions of any agreement, contract or commitment to which Purchaser is not also a party which is material to the business or properties of Seller as a whole or constitute a material default thereunder or give to the others any material right of termination, cancellation or acceleration thereunder, or otherwise require any approval which has not been obtained; (f) Seller shall have made no sale or other disposition of any of the Assets and conditions shall have maintained and repaired consistent with past practices the purchased assets and shall not have permitted or allowed any of the purchased assets to be complied withor become and remain subject to any pledge, fulfilled lien, security interest or performed other encumbrance of any kind. (g) Seller has afforded Purchaser and its agents full access, during normal business hours, to all properties books, records and corporate documents pertaining to the Assets and Subject Property as has been requested by the Purchaser. (h) Seller hereundershall have satisfied its covenants set forth herein and shall not have breached any provisions of this Agreement. (i) The Seller shall execute and deliver to Purchaser the ▇▇▇▇ of Sale and Mineral Deed. (j) Secretary's Certificate. Purchaser shall have received copies of the following, in each case certified as of the Closing Date by the Secretary of Seller: (i) The resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (ii) The bylaws of Seller in effect as of the Closing Date; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (aiii) waive any The signature and incumbency of the foregoing conditions officers of Seller authorized to execute and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate deliver this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceAgreement.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivereddelivered and the Title Company shall have delivered to Purchaser a “marked-up” Title Commitment; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5. The Housing Authority has not rejected Purchaser’s application for the HAP Assumption. 8.1.6. There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.6 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. If the condition set forth in Section 8.1.5 is not met on or before the Closing Date (as extended pursuant to Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.8, the Deposit shall be returned to Purchaser.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each The (a) Fundamental Representations shall be true and correct in all respects as of the Closing Date, and (b) the Seller’s Representations (other than the Fundamental Representations) shall be true and correct in all material respects as of the Closing Date (other than (x) where Purchaser had actual knowledge that such Seller Representation was not true and correct upon Purchaser’s execution and delivery of this Contract, or (y) where the failure of the Seller’s Representations to be true in all material respects as of the Closing DateDate results from changed facts, conditions, circumstances, or acts or omissions which are (i) expressly permitted pursuant to the terms of this Contract, (ii) covered separately under Articles XI or XII herein, (iii) the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant, or (iv) defaults by any party other than the Property Owner under the Property Contracts or Lease); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 There shall not be pending any litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation, which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller; 8.1.5 Neither Seller nor Seller’s general partner Property Owner shall be a debtor in any bankruptcy proceeding nor shall Seller or Property Owner have been in the last 6 months a debtor in any bankruptcy proceeding. ; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 Section 8.1 is not metmet with respect to Seller, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if terminate this Contract by delivering written notice to Seller to that effect, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions. Notwithstanding the foregoing, in the event that the failure of any such failure constitutes condition precedent is a result of a default or breach by Seller, Purchaser shall also be entitled to exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price10.2 below.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and 8.1.4 Neither No Seller nor any of Seller’s 's general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if notify Sellers' Representative in writing of Purchaser's decision to terminate this Contract for the Property for which there was such a failure constitutes of condition or default (a default by Seller, exercise any of its remedies pursuant to Section 10.2"Termination Notice"). If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, remedy either (ix) notify Seller of Purchaser’s election provide a Termination Notice to Sellers' Representative to terminate this Contract and receive for the Property for which there was such a return failure of the Deposit from the Escrow Agentcondition, or (iiy) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property. If Sellers' Representative receives a Termination Notice, Sellers' Representative may, within 5 Business Days after receiving the Termination Notice, give Purchaser written notice (a "Reinstatement Notice") that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. If Sellers' Representative either fails to provide a Reinstatement Notice within such time frame, or Sellers' Representative provides written notice to Purchaser stating that Purchaser may terminate this Contract for the Property for which there was such a failure of condition, then Purchaser shall be entitled to terminate this Contract for the Property for which there was such a failure of condition and receive a return of the Applicable Share of the Deposit (excluding the Applicable Share of the Non-Refundable Initial Deposit Component except as provided in Section 2.2.1) from the Escrow Agent. Purchaser shall, within 5 Business Days after receiving a Reinstatement Notice, give Sellers' Representative written notice of whether it desires to purchase all of the Properties or terminate this Contract in its entirety. Purchaser's failure to provide Sellers' Representative with written notice within such time frame, that it desires to terminate this Contract in its entirety, shall be deemed Purchaser's decision to purchase all of the Properties. If Purchaser gives Seller's Representative written notice that it desires to terminate this Contract in its entirety, Purchaser shall receive a return of the Deposit (excluding the Applicable Share of the Non-Refundable Initial Deposit Component except as provided in Section 2.2.1) from the Escrow Agent for all Properties.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and; 8.1.4 Neither No Seller nor any of Seller’s general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; and 8.1.5 Title Insurer shall be committed (subject only to the receipt of the applicable title insurance premiums) to issue the Title Policy subject only to the Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if such failure constitutes notify Sellers’ Representative in writing of Purchaser’s decision to terminate this Contract in its entirety with respect to both Properties (but not in part with respect to one Property) (a default by Seller“Termination Notice”), exercise any of its remedies pursuant whereupon the Deposit shall be returned to Section 10.2Purchaser. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, remedy either (ix) notify Seller of Purchaser’s election provide a Termination Notice to terminate this Contract and receive a return of the Deposit from the Escrow Agent, Sellers’ Representative or (iiy) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, subject to Articles XI, XII and XV hereof, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 is and Section 8.1.5 are not met, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s Purchasers' obligation to close under this Contract, shall be effect --------------------------------- the Closing is subject to and conditioned upon the fulfillment of each and following additional conditions precedent, any or all of which may be waived in writing by the following conditions precedentPurchasers at their sole discretion, and which ▇▇▇▇▇▇▇▇ hereby agrees to use its best efforts to satisfy at or prior to Closing: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms (1) ▇▇▇▇▇▇▇▇'▇ representations and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations warranties contained in Article IV above shall be true and correct in all material respects at and as of the Closing Date; 8.1.3 Seller Date with the same effect as though such representations and warranties were made at and as of the Closing Date and ▇▇▇▇▇▇▇▇ shall have complied with, fulfilled and performed in all material respects each with its obligations hereunder to be performed prior to Closing; (2) Purchasers shall have received from ▇▇▇▇▇▇▇▇ a certificate, dated the Closing Date, duly executed by an officer of ▇▇▇▇▇▇▇▇ reasonably satisfactory in form to Purchasers, to the effect of (1) above; (3) Purchasers shall have received copies of the covenantsresolutions adopted by the Board of Directors of ▇▇▇▇▇▇▇▇, terms certified by the Secretary or an Assistant Secretary of ▇▇▇▇▇▇▇▇, with respect to the authorization of the execution and conditions delivery of this Agreement by ▇▇▇▇▇▇▇▇, the performance by ▇▇▇▇▇▇▇▇ of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby, which resolutions shall not have been amended or modified, shall be in full force and effect and shall be in form and substance reasonably satisfactory to be complied withthe Purchasers and their counsel; (4) Purchasers shall have received a written opinion from ▇▇▇▇▇▇▇▇'▇ counsel as to the matters set forth in paragraphs A.(1), fulfilled or performed by Seller hereunderA.(4), A.(5) and A.(6) of Article IV hereof; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor (5) Purchasers shall have been received such other certificates, instruments and other documents, in form and substance reasonably satisfactory to Purchasers and their counsel, as Purchasers shall have reasonably requested in connection with the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any consummation of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricetransactions contemplated hereby.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject purchase the Property at Closing and to and pay the Purchase Price is expressly conditioned upon the fulfillment following (unless waived in writing signed by Purchaser), and if all these conditions are not satisfied at the Closing, Purchaser may terminate this Agreement in which event the Deposit shall forthwith be returned to Purchaser, whereupon, except for those matters which expressly survive termination hereunder, this Agreement shall be null and void and of no further force or effect whatsoever: 12.1 Seller's warranties and representations set forth herein shall be true and correct in all material respects (except as Purchaser may have expressly, in writing, waived or accepted any variations) as of the date of Closing and Seller shall have performed each and all of its covenants and agreements hereunder within the following conditions precedent:time provided. 8.1.1 All 12.2 At Closing, Seller shall have delivered estoppel certificates substantially in the form and substance of Exhibit 9 (or in the form, if any, prescribed in the applicable Space Lease or, if the tenant is a major or other national tenant, in the form normally and customarily obtained from such tenant (provided that no statement in any such form other than Exhibit 9 reveals or would constitute a breach of a representation of Seller under this Agreement),dated not more than thirty (30) days prior to the Closing Date, from all Space Tenants occupying thousand (5,000) square feet or more, and from Space Tenants occupying in the aggregate not less than eighty (80%) percent of all leased space in the Shopping Center (including all over five thousand [5,000] square feet). The estoppel certificates shall confirm the information set forth in Exhibit 3 in all material respects. In the event the preceding condition is not satisfied, then, Purchaser shall have the right to terminate this Agreement and obtain the return of the documents Deposit; however, if Purchaser elects not to terminate (or, in any event, with regard to any such Space Tenant estoppel not delivered even if Purchaser would not have a right to terminate), Seller shall, at Closing, furnish its own estoppel certificate in lieu of missing tenant estoppel certificates. Seller's estoppel certificates (which shall survive Closing) shall also be in form and substance of Exhibit 9. Notwithstanding the foregoing, Seller shall not be required to deliver its own estoppel containing an assertion Seller in good faith believes to be delivered untrue. If any such estoppel of Seller is not in the form or substance of Exhibit 9, Purchaser shall have the right, at its option, to accept such varied estoppel of Seller or to terminate this Agreement and obtain the return of the Deposit. To the extent any representation of Seller in this Agreement regarding a Space Lease is expressly confirmed by any such Space Tenant estoppel, Seller to Purchaser at the shall be released from all post-Closing pursuant liability regarding, and to the terms and conditions hereof extent of, such confirmed representations. 12.3 There shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing breach on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise part of Seller of any of its remedies pursuant to Section 10.2. If the condition covenants set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price5.

Purchaser’s Conditions to Closing. Purchaser’s It shall be a condition to the obligation of Purchaser to close under this Contract, shall be subject to and conditioned upon the fulfillment purchase of the Property that each and all of the following conditions precedentbe fully satisfied as of the date and time of Closing, failing which Purchaser may terminate this Agreement by notice delivered to Seller on the Closing Date and Seller will notify the Escrow Agent immediately upon receipt of such notice to deliver the Earnest Money together with all interest earned thereon to Purchaser and ▇▇▇▇▇▇▇ party shall have any further obligation one to the other, except for those matters which are expressly provided herein to survive the termination of this Agreement: 8.1.1 All (a) each of the documents required to be delivered by representations and warranties of Seller to Purchaser at the Closing pursuant to the terms contained herein shall remain true and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true correct in all material respects as of the date and time of Closing Dateto the same extent as if made as of the date and time of Closing; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects (b) each of the covenants, terms covenants and conditions to agreements of Seller contained in this Agreement shall be complied with, fulfilled or fully performed by and there shall be no material breach of the obligations of Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (ac) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction Date, the Realty (exclusive of the buildings thereon) shall not have been materially adversely changed from the Purchase Pricecondition that it is in on the date of this Agreement, or free from all tenants and occupants; (bd) if such failure constitutes a default by SellerAs of the Closing Date, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, there shall be no: (i) notify written notice to Seller of Purchaser’s election from any municipal, state, or federal governmental agency which was not disclosed in writing to terminate this Contract and receive a return Purchaser before the end of the Deposit from Due Diligence Review Period indicating the Escrow Agent, existence of any violation of legal requirements relating to the Property; or (ii) waive such condition and proceed litigation or administrative proceeding relating to Closing on the Closing Date with no offset or deduction from Property not disclosed in writing to Purchaser prior to the Purchase Price.end of the Due Diligence Review Period;

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 is and 8.1.5 are not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all The agreement of the following conditions precedentPurchasers to proceed with the Transaction and the Closing are conditioned on the following: 8.1.1 All (a) Certificates representing the Shares are delivered to the Purchasers, free and clear of all liens, claims, and encumbrances other than those created by the Purchasers, imposed by applicable federal or state securities laws, or arising under the Shareholders' Agreement. (b) The representations and warranties of the documents required to be delivered by Seller to Purchaser at Company made in this Agreement and in the Closing pursuant to the terms Transaction Documents are true and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true correct in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled Date and the Company has performed in all material respects each of the covenants, terms covenants and agreements and satisfied all conditions to be complied withperformed or satisfied at or prior to Closing. (c) All necessary approvals of the Board of Directors and stockholders of the Company and covenants and approvals of third parties have been obtained. (d) ▇▇▇▇▇▇ ▇▇▇▇▇, fulfilled or performed by Seller hereunder; and▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ have executed the Shareholders' Agreement. 8.1.4 Neither Seller nor Seller’s general partner (e) The Purchasers shall be a debtor have received the opinion, in any bankruptcy proceeding nor form and substance satisfactory to the Purchasers and counsel for the Purchasers, dated as of the Closing Date, of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to Webstakes. (f) The Stock Purchase Agreement between the Company and Stone in the form attached hereto as Exhibit E, shall have been executed and delivered by both parties and the agreements referenced therein to be terminated have, in fact, been terminated. (g) The filing of the Certificate of Amendment, in the last 6 months a debtor form attached hereto as Exhibit B, in any bankruptcy proceeding. Notwithstanding anything Delaware shall have occurred and proof of such filing shall have been delivered to the contraryPurchasers. (h) The Release and Standstill Agreement, there are no other conditions on Purchaser’s obligation in the form attached hereto as Exhibit F, shall have been executed by Stone and its principals and affiliates thereof, and any Trust, including the trustees thereof, created to Close except vote, dispose of or act as expressly set forth in this Section 8.1. If custodian or fiduciary for any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any securities of the foregoing conditions Company beneficially owned by Stone and/or its principals and/or affiliates thereof, and proceed certified copies thereof shall have been delivered to Closing on the Purchasers. (i) The Sponsorship Agreement between Excite, Inc. and the Company and the Services Agreement between MatchLogic, Inc. and the Company shall have been executed by the respective parties thereto. (j) The Registration Rights Agreement, in the form attached hereto as Exhibit G, shall have been executed by the Company and shall have been delivered to the Purchasers. (k) On or before the Closing Date with no offset Date, the Purchasers and counsel to the Purchasers, shall have received such further documents, certificates and schedules or deduction from instruments relating to the Purchase Pricebusiness, or (b) if such failure constitutes a default by Sellercorporate, exercise legal and financial affairs of Webstakes and any of its remedies pursuant stockholders as they shall have heretofore reasonably requested. (l) Stone shall have consented to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return the filing of the Deposit from the Escrow Agent, or Certificate of Amendment attached as Exhibit B; and (ii) waive such condition the issuance of the Class B Preferred Stock and proceed to Closing on the Closing Date with no offset or deduction other transactions as contemplated by this Agreement and the Transaction Documents. (m) The resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇ from the Purchase PriceBoard of Directors shall have been delivered.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each All of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; 8.1.4 There shall not be any pending litigation or, to the knowledge of either Purchaser or either Seller, any litigation threatened, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of either Seller; 8.1.5 Neither Seller shall have terminated this Contract in accordance with the terms hereof; 8.1.6 If Purchaser has timely submitted a Loan Assumption Application on or before the Loan Assumption Application Submittal Deadline, and thereafter Purchaser has not obtained a Loan Assumption and Release solely as a result of a Lender no longer providing commercial mortgage financing; and 8.1.4 Neither 8.1.7 No Seller nor any of Seller’s general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by a Seller, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 Intentionally deleted. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered, including: (a) all the documents required by Section 5.2 of this Contract, (b) the Tenant Estoppels required by Section 8.3.1 of this Contract, (c) the Conforming Ground Lessor Estoppel as required by Section 8.3.2 of this Contract, and (d) the Conforming HOA Estoppel as required by Section 8.3.3 of this Contract; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; provided, however, solely with respect to a failure of Seller’s Representations contained in the final sentence of Section 6.1.14, to be true and correct in all material respects as of the Closing Date, such failure shall not constitute a failure of the condition contained in this Section 8.1.2 so long as such Seller’s Representations remain true in all material respects as of the Closing Date with respect to Leases and Tenants sufficient to meet the Estoppel Threshold; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 8.1.4 Title Insurer shall be irrevocably committed to issue the Title Policy at Closing, in the form required hereunder, and subject only to the Permitted Exceptions; 8.1.5 There shall not be pending litigation or, to the knowledge of either Purchaser or Seller, any threatened litigation which, if determined adversely, would (i) restrain the consummation of any of the transactions contemplated by this Contract, or (ii) declare illegal, invalid or nonbinding any of the covenants or obligations of Seller, or (iii) result in a breach of the representations contained in Section 6.1.3 where the uninsured liability exceeds $250,000, or (iv) result in liability against Seller and/or the Property where the uninsured liability exceeds $250,000; and 8.1.4 Neither 8.1.6 Seller nor Seller’s general partner shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.18.1 and in Section 8.3. If Subject to each party’s right to extend Closing under Section 5.1, if any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 8.1.1 through 8.1.6 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a Seller shall not be in default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition 10.2 (except as otherwise set forth in Section 8.1.2 is not met10.2), and Purchaser may, as its sole and exclusive remedyremedy (except as set forth in Section 10.2), (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, Agent or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. Purchaser’s failure to provide Seller with written notice that it desires to terminate this Contract by 12:00 p.m. Pacific time on the Closing Date shall be deemed Purchaser’s decision to purchase the Property. If the failure of any such conditions results from Seller’s default under Section 10.2 hereof, then Purchaser shall have the rights under Section 10.2.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in proceeding; and 8.1.5 Subject to the last 6 months a debtor in any bankruptcy proceedingsentence of this Section 8.1, not less than 90% of the apartment rental units at the Property are leased to Tenants. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Section 10.2. Notwithstanding any provision hereof to the contrary, the condition precedent set forth in Section 8.1.5 shall only apply to the extent that Purchaser’s lender for the Purchaser-Financing imposes any such condition as a requirement to close the Purchaser-Financing and proceed shall be adjusted in accordance with the actual lender minimum occupancy requirement (e.g., if lender imposes an 80% minimum occupancy requirement, then the “90%” in Section 8.1.5 shall be changed to Closing on “80%” and if lender imposes no minimum occupancy requirement, then Section 8.1.5 shall be null and void); provided, however, that in no event shall Section 8.1.5 require more than 90% of the Closing Date with no offset or deduction from apartment rental units at the Purchase PriceProperty to be leased to Tenants as a condition to Purchaser’s closing obligations hereunder.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, consummate the Transactions shall be subject to and conditioned upon the satisfaction and fulfillment of each and all of the following conditions precedent, provided Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof of Section 5.2 shall have been delivereddelivered in accordance with the terms thereof; 8.1.2 Each of Seller’s Representations shall be true and correct in all material respects on and as of the Closing Date (except for the representations that are made with reference to a specific date, which shall be true and correct in all material respects as of such specific date), except for any modifications or inaccuracies thereof that arise from events or circumstances that occur from and after, or first exist following, the Effective Date, are outside of the reasonable control of Seller, are not a breach of any provision of this Agreement and do not result in a Material Adverse Effect; 8.1.3 Subject to Purchaser’s payment of all title insurance premiums and fees, the Title Company is irrevocably committed to issue the Title Policy for each Property; and 8.1.4 Seller shall have performed, in all material respects, each of the covenants to be performed by Seller hereunder on or prior to the Closing Date; 8.1.3 8.1.5 With respect to each Property, either (i) the Required License Approvals shall have been obtained, (ii) Seller shall have complied withexecuted an Interim Arrangement, fulfilled and performed an Assignment of Management Agreement or a Seller Interim Sublease in all material respects each accordance with Section 7.1.10, or (iii) in the event that FHC (DE) LLC D/B/A Blue Harbor Senior Living or any of its Affiliates is the holder of the covenantsapplicable license, terms and conditions ▇.▇. ▇▇▇▇▇▇▇ Company, or any of its Affiliates acquires, prior to Closing, directly or indirectly, all or substantially all of the assets of FHC (DE) LLC D/B/A Blue Harbor Senior Living. 8.1.6 All Affiliate Agreements shall be complied withterminated; 8.1.7 Seller shall have exercised its rights to terminate each Management Agreement which is not being assigned to Purchaser under Section 7.4; and 8.1.8 There shall not be in force any order, fulfilled decree, judgment or performed by injunction of any Governmental Authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner and there shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything pending litigation or, to the contraryknowledge of either Purchaser or Seller, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth any litigation threatened in this Section 8.1writing, which, if adversely determined, would restrain the consummation of any of the Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the Seller hereunder. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not metsatisfied at or prior to the Closing Date, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, (b) other than with respect to a failure of the condition set forth in Section 8.1.5 that results in Seller’s right to terminate pursuant to Section 10.1(c), so long as Purchaser is not in default of its obligations hereunder, terminate this Agreement, in which case Purchaser shall receive a return of the Deposit from the Escrow Agent and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, (c) with respect to a failure of the condition set forth in Section 8.1.5 that results in Seller’s right to terminate pursuant to Section 10.1(c), so long as Purchaser is not in default of its obligations hereunder, terminate this Agreement, in which case Seller shall receive the Deposit in accordance with Section 10.1 and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (bc) if such failure constitutes a default by SellerSeller hereunder, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 7.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 6.2 shall have been delivered; 8.1.2 7.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 7.1.3 The Title Insurer shall be irrevocably committed to issue a policy in conformance with the Title Report, subject only to the Permitted Exceptions; 7.1.4 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 7.1.5 Seller shall have terminated the Existing Hotel Management Agreement; and 8.1.4 Neither Seller nor 7.1.6 There shall not be pending or, to the knowledge of either Purchaser or Seller’s general partner shall be a debtor in , any bankruptcy proceeding nor shall have been in litigation or threatened litigation which, if determined adversely, would restrain the last 6 months a debtor in consummation of any bankruptcy proceedingof the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.17.1. If any condition set forth in Sections 8.1.17.1.1, 8.1.3 7.1.2, 7.1.4, or 8.1.4 7.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.212.2. If the condition set forth in Section 8.1.2 7.1.3 or Section 7.1.6 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s The obligation of Purchaser to close under this Contract, consummate the Closing shall be subject to and conditioned upon the fulfillment satisfaction of each and all of the following conditions precedentconditions, any or all of which may be waived in whole or in part only by Purchaser in writing or by Purchaser’s election to proceed to Closing: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of 6.1.1 Seller’s Representations representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Closing Date; 8.1.3 , and Seller shall have complied withdelivered to Purchaser an Update Certificate to that effect pursuant to Section 7.2.6. 6.1.2 Seller shall have performed all of its material obligations under this Agreement required at or prior to Closing, fulfilled and performed in all material respects each including delivery by Seller of the covenantsinstruments and other items described in Section 7.2 below, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; andas applicable. 8.1.4 Neither Seller nor Seller’s general partner 6.1.3 Title Company shall be irrevocably committed to issue at Closing (conditioned upon payment of Title Company’s regular premium and satisfaction by Purchaser of any conditions that Purchaser has agreed to satisfy that Seller is not required to satisfy under this Agreement) a debtor TLTA Owner Policy of Title Insurance covering the Hotel, in any bankruptcy proceeding nor shall the form required by the relevant Title Commitment and with the survey exception deleted and such endorsements thereto as are available and have been required by Purchaser (“Title Policy”), in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any amount of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes insuring Purchaser that fee and/or leasehold title, as appropriate, to the Hotel is vested in Purchaser as of the Closing, subject only to the Permitted Exceptions. 6.1.4 Marriott shall have offered to enter into a default by SellerNew Franchise Agreement on commercially reasonable terms with respect to the Hotel, exercise all conditions to the effectiveness of the New Franchise Agreement shall have been satisfied, and the New Franchise Agreement shall be in full force and effect upon the Closing. 6.1.5 Subject to Section 5.3 and Article 9, no material adverse change shall have occurred to the physical condition of the Hotel following the Contract Date. 6.1.6 Purchaser shall not have exercised any of its remedies right to terminate provided pursuant to Section 10.2. If this Agreement. 6.1.7 Purchaser shall have received the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return School Lessor Agreement . 6.1.8 Each of the Deposit from Excluded Contracts, including, without limitation, the Escrow AgentExisting Management Agreement, shall have been terminated effective prior to or (ii) waive upon the Closing, and Purchaser shall have been provided with a fully-executed copy of a termination agreement or other evidence of such condition termination reasonably acceptable to Purchaser with respect to each and proceed every Excluded Contract. 6.1.9 Purchaser shall have obtained the Liquor Licenses or entered into a Interim Liquor Agreement, to Closing on the Closing Date with no offset or deduction from the Purchase Priceextent that any such Liquor Licenses have not been obtained.

Purchaser’s Conditions to Closing. Subject to the provisions of this Section 8.1, Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor any of Seller’s general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; 8.1.5 Title Company shall be prepared and irrevocably committed to issue the Title Policy subject only to the Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.2, 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for the Property, or (b) notify Seller’s Representative (a “Termination Notice”) in writing of Purchaser’s decision to terminate this Contract and receive a return of the Deposit from the Escrow Agent and if such failure constitutes a default by Seller, exercise any of its remedies pursuant under Section 10.2 (subject to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election obligation under Section 3.5.2 to terminate this Contract return or certify the destruction of all Third-Party Reports and receive information and Materials provided to Purchaser as a pre-condition to the return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceDeposit).

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 9.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 9.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 9.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor proceeding; and 9.1.5 There shall have been in not be pending, to the last 6 months a debtor in knowledge of either Seller or Purchaser, any bankruptcy proceedinglitigation or threatened litigation against Seller which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.19.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 9.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 11.2.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s general partner manager shall be a debtor in any bankruptcy proceeding nor proceeding; 8.1.5 Lender shall have been approved the Loan Assumption and Release; and 8.1.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the last 6 months a debtor in consummation of any bankruptcy proceedingof the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in Article III, Article IV, Article XI and this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive in writing any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such failure constitutes a default by Seller of its representations, warranties or covenants hereunder, exercise any of its remedies pursuant to Section 10.2. Notwithstanding the foregoing, if any condition set forth in this Section 8.1 is not met, and proceed Purchaser proceeds to Closing on the Closing Date with no offset or deduction from Date, Purchaser shall be deemed to have waived the Purchase Priceforegoing conditions.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor proceeding. 8.1.5 There shall have been not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the last 6 months a debtor in consummation of any bankruptcy proceeding. of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. The following shall be conditions precedent to Purchaser’s obligation to close under this Contractthe transaction contemplated hereunder, which conditions may be waived by Purchaser in writing in its sole and absolute discretion: The Title Company shall be irrevocably committed to issue to Purchaser, upon payment of its premium and other charges, aCLTA standard coverage owner’s policy of title insurance, insuring Purchaser as the owner of fee title to the Land and the Improvements, subject to no exceptions other than the Permitted Encumbrances and conditioned upon such additional exceptions as may be approved by Purchaser in writing (the fulfillment of each “Title Policy”). Seller shall have performed the material obligations required to have been performed, and all of shall have delivered the following conditions precedent: 8.1.1 All of documents required to have been delivered, by Seller hereunder, including, without limitation, the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms Section 9.3 above. All of Seller’s representations and conditions hereof warranties contained in or made pursuant to this Agreement shall have been delivered; 8.1.2 Each of Seller’s Representations true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of . In the covenants, terms and event that the conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth above in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 9.10.2 are not satisfied (and Purchaser is not metotherwise in default of this Agreement), Purchaser may (a) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser or waive any satisfaction of the foregoing conditions condition(s) and proceed close escrow in either instance by giving written notice to Closing on Seller. In the Closing Date with no offset or deduction from event of such termination, for reasons described above, the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant Deposit shall be returned to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaseras Purchaser may, as its 's sole and exclusive remedy, (i) notify and the parties shall have no further obligations hereunder except those obligations of Purchaser that expressly survive termination of this Agreement; provided, however, that if the failure of one or more of the above conditions, excluding Section 9.10.2(a), is the result of a breach by Seller of Purchaser’s election to terminate its obligations under this Contract and receive Agreement, Purchaser may also treat such failure as a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricedefault by Seller hereunder.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Agreement, Purchaser’s obligation to close under this Contract, consummate the Transaction shall be subject to and conditioned upon the satisfaction and fulfillment of each and all of the following conditions precedentprecedent on or prior to the Scheduled Closing Date, provided that Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or as otherwise provided in this Agreement: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true and correct in all material respects (other than Seller’s Fundamental Representations, which shall be true and correct in all respects) as of the Scheduled Closing DateDate as though made on and as of the Scheduled Closing Date (except for Seller’s Representations, if any, specifically made as of another stated date, in which case such Seller’s Representations shall be true and correct as of such earlier date); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each is prepared to deliver to Purchaser full possession of the covenantsProperty in vacant and broom-clean condition with all leases, terms subleases, hosting agreements and conditions to be complied with, fulfilled or performed occupancy agreements terminated as contemplated by Seller hereunderSection 7.5; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been The Title Company, subject only to payment of the premium therefor, being prepared to issue the Title Policy in the last 6 months a debtor name of Purchaser in any bankruptcy proceeding. Notwithstanding anything the amount of the Purchase Price (provided that Purchaser has complied with all Purchaser requirements of the Title Company in connection with said issuance), subject only to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1Permitted Exceptions. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not metsatisfied on or prior to the Scheduled Closing Date, Purchaser may may, as its sole remedy, (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract Agreement and receive a return of the Deposit from Seller, minus the Escrow AgentIndependent Consideration, and neither party shall have any further obligation or (ii) waive such condition and proceed liability to Closing on the Closing Date other except with no offset or deduction from the Purchase Pricerespect to those provisions of this Agreement which expressly survive a termination of this Agreement. The foregoing shall not be construed as a waiver of any rights Purchaser may have under Section 10.2.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 The HAP Voucher Approval is obtained and the HAP Voucher Assumption occurs. 8.1.6 There shall not be pending or, to the knowledge of either Seller or Purchaser, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit (except the Non-Refundable Initial Deposit Component) from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. If the condition set forth in Section 8.1.5 is not met on or before the Closing Date (as extended pursuant to Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.7, the Deposit (except the Non-Refundable Initial Deposit Component) shall be returned to Purchaser.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date as if made on the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor proceeding; 8.1.5. There shall have been not be any pending litigation or, to the knowledge of either Purchaser or Seller, litigation threatened in writing, which, if adversely determined, would restrain, in all material respects, the last 6 months a debtor in consummation of any bankruptcy proceedingof the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller; 8.1.6. On the Closing Date, subject to the payment of all premiums and fees required to be paid pursuant to Section 4.1, the Title Insurer shall be committed to issue the Title Policy, subject only to the Permitted Exceptions; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow AgentAgent (less the Initial Deposit, which shall be released to Seller), or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. Purchaser’s The obligation of Purchaser to close under the transaction contemplated by this Contract, shall be Agreement is subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to conditions, inserted for Purchaser's benefit and which may be delivered waived by Seller to Purchaser at the Closing pursuant its sole option by notice to the terms Seller. 5.1 The representations and conditions hereof shall have been delivered; 8.1.2 Each warranties of Seller’s Representations Seller contained in Section 6 of this Agreement shall be true on the date of Closing in all material respects as of the Closing Date;though those representations and warranties were made on that date. 8.1.3 5.2 Seller shall not have complied with, fulfilled and performed breached any material affirmative covenant contained in all material respects each of the covenants, terms and conditions this Agreement to be complied with, fulfilled or performed by Seller hereunder; andon or prior to the date of Closing. 8.1.4 Neither Seller nor Seller’s general partner 5.3 Purchaser shall be a debtor in any bankruptcy proceeding nor have either affirmatively approved or shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything deemed (pursuant to the contrary, there are no other conditions on Purchaser’s obligation provisions of Section 3 and 4) to Close except as expressly set forth in this Section 8.1. If any condition have approved all of the matters set forth in Sections 8.1.13 and 4 in respect to which Purchaser has, 8.1.3 under provisions of this Agreement, a right of inspection and/or approval; or, in the event Purchaser has delivered written objections to Seller in respect to any of those matters, Seller has remedied Purchaser's objections prior to Closing in the manner and within the time period provided in this Agreement, or 8.1.4 Purchaser has waived same in writing. 5.4 Seller shall have timely delivered to Purchaser in satisfactory form the documents and all other items referred to in Section 7 below. 5.5 The Title Company shall at Closing have delivered or irrevocably committed itself in writing to deliver the Title Policy described in Section 4.1. 5.6 Seller shall have obtained the agreement of holders of mortgages on the Property to release their respective liens against the Property at Closing in any case where such mortgage is not metbeing paid in full, except that it shall be Purchaser's obligation to obtain releases from ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Realty, Inc. and Mid-States Development Company if liens held by either of them are not paid in full, so long as the proceeds of sale are disbursed as provided in Section 2.2 hereof. 5.7 Purchaser, at its expense, shall determine that all legal highways do not interfere with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's current or intended future use and enjoyment of the Property or Purchaser's plans for future development of the Property. 5.8 Purchaser shall have received an environmental assessment satisfactory to Purchaser, as Purchaser in its sole discretion shall determine, evidencing that no condition of or concerning the Property causes or creates a situation or matter which violates or is not in compliance with any law, rule or regulation or ordinance which relates to protection of the environment or which, in Purchaser's sole judgment, would cause Purchaser to incur significant costs to correct any such matter, or to investigate such matter further to determine the potential impact thereof. 5.9 Purchaser shall have obtained a commitment for financing in the amount of not less than $1,000,000 on terms no less favorable than those generally prevailing for commercial loans of similar size and on similar types to commercial property as the Property to a borrower of similar creditworthiness as Purchaser. The financing may include any combination of loans, loan assumptions, and lenders as Purchaser may (a) waive determine appropriate. Purchaser agrees to promptly apply for and diligently proceed to obtain such financing. The closing of this transaction is contingent upon Purchaser's lender funding said loan commitment. 5.10 If any of the foregoing conditions and proceed to Closing on the Closing Date with no offset provided in this Section 5 are not satisfied or deduction from the Purchase Pricewaived, or (b) if such failure constitutes a default the time periods for satisfaction extended by SellerPurchaser, exercise then Purchaser shall have the right, in addition to any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not metother right which it may have, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return Agreement by notice delivered to Seller no later than the date of Closing or such earlier time as may be provided above. In the Deposit from the Escrow Agentevent of such termination, neither party shall have any further rights or (ii) waive such condition and proceed obligations under this Agreement other than those rights and/or obligations which are expressly stated to Closing on the Closing Date with no offset survive consummation or deduction from the Purchase Pricetermination of this Agreement.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor proceeding; 8.1.5. There shall have been not be any pending litigation or, to the knowledge of either Purchaser or Seller any litigation threatened which if adversely determined would restrain the consummation of the transactions contemplated by this Contract or declare illegal, invalid or non-binding any of the covenants or obligations of Seller; and 8.1.6. Title Company shall be irrevocably committed to issue the Title Policy (subject to payment of the premium therefor) in the last 6 months a debtor in any bankruptcy proceedingaccordance with Article 4 above. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close The obligations of Purchaser under this Contract, Agreement shall be subject to and conditioned upon the fulfillment of each and all at or prior to the Closing of the following conditions precedentconditions, unless waived by Purchaser: 8.1.1 All 8.1. Purchaser shall have satisfactorily completed all necessary technical (including, but not limited to, software code review) and legal due diligence of the documents Purchased Assets; 8.2. Seller and Purchaser shall have entered into the Put Agreement which shall be in the form attached hereto as Exhibit C; 8.3. Purchaser shall have entered into independent contractor agreements with each Consultant in forms reasonably satisfactory to Purchaser; 8.4. Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are required to be delivered by convey the Purchased Assets to the Purchaser; 8.5. Seller shall have no litigation pending or threatened with respect to Purchaser at the Purchased Assets; 8.6. From the date of this Agreement through the Closing pursuant Date, there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or substantial impair the terms and conditions hereof shall have been deliveredPurchased Assets; 8.1.2 Each 8.7. All representations and warranties of Seller’s Representations Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date;as if such representations and warranties were made at and as of the Closing; and 8.1.3 8.8. Seller shall have complied withperformed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. Should the above conditions not be satisfied to Purchaser's satisfaction, fulfilled and performed in all material respects each its sole discretion, as of the covenantsClosing, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner Purchaser shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election entitled to terminate this Contract Agreement without further liability between Purchaser and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceSeller.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5. There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2, or (c) if such failure does not constitute a default by Seller, terminate this Contract and receive a return of the Deposit from the Escrow Agent. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller’s general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding; 8.1.5 Title Insurer shall be committed (subject only to the receipt of the title insurance premiums) to issue the Title Policy subject only to the Permitted Exceptions; and 8.1.6 The AIMCO Lender shall be ready, willing and able to fund the AIMCO Loan. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is this Section 8.1is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for the Property, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller in writing of Purchaser’s election decision to terminate this Contract and receive (a return of “ Termination Notice”), whereupon the Deposit from the Escrow Agent, or (ii) waive such condition and proceed shall be returned to Closing on the Closing Date with no offset or deduction from the Purchase PricePurchaser.

Purchaser’s Conditions to Closing. Purchaser’s The obligation of Purchaser to close under this Contract, shall be subject to and consummate the transactions contemplated hereunder are conditioned upon the fulfillment of each and all of the following conditions precedentfollowing: 8.1.1 All 2.5.1 The representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations contained herein shall be true in all material respects and correct as of the Closing Date;in all material respects. 8.1.3 2.5.2 Seller shall have performed and complied withwith all covenants and agreements required to be performed or complied with by Seller pursuant to this Agreement prior to or as of the Closing, fulfilled and performed in all material respects each of respects. 2.5.3 Seller shall have duly executed and delivered the covenants, terms documents and instruments required pursuant to Section 9.1 hereof. 2.5.4 The conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor set forth in any bankruptcy proceeding nor Section 11.29 shall have been in satisfied as provided therein. 2.5.5 Purchaser shall have obtained valid liquor licenses necessary for the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything continued operation of the bars, restaurants and lounges and the sale of alcoholic beverages at the Hotel following Closing. 2.5.6 The Title Company (or another nationally recognized title company reasonably acceptable to both Seller and Purchaser) shall be unconditionally committed (subject to the contrarypayment of premiums therefor) and ready, there are no other conditions on Purchaser’s obligation willing and able to Close except as expressly set forth issue the Title Policy to Purchaser for the Hotel, subject only to the Permitted Exceptions. 2.5.7 Purchaser shall have been able to obtain the audit described in this Section 8.1. 3.7 hereof. 2.5.8 If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions have not been satisfied as of the Date of Closing, then Purchaser shall be entitled to terminate this Agreement by giving Seller written notice to such effect, whereupon Title Company shall return the Deposit to Purchaser and proceed the parties shall thereafter have no further rights or liabilities under this Agreement (except as otherwise provided in Section 10.2 hereof if the failure of such condition to Closing on the Closing Date with no offset or deduction be satisfied results from the Purchase Pricebreach of the terms of, or (b) if such failure constitutes a default under, this Agreement by Seller, exercise any and except as otherwise provided to survive the termination of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceAgreement).

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor proceeding; and 8.1.5. The Loan Assumption and Release shall have been in the last 6 months a debtor in any bankruptcy proceedingoccur simultaneously with Closing hereunder. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, subject to the proviso at the end of this sentence, or (iic) waive if such failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Section 10.2; provided, that if Purchaser terminates this Contract as a result of the failure of the condition in Section 8.1.5 and proceed such failure constitutes a default by Purchaser of its covenants hereunder, the Deposit shall not be returned to Closing on the Closing Date with no offset or deduction from the Purchase PricePurchaser and Seller may exercise any of its remedies pursuant to Section 10.1.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller. Notwithstanding anything to the contrary, subject to Articles XI and XII hereof, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 is and Section 8.1.5 are not met, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s The Purchasers' obligation to close under this Contract, shall be consummate the purchase of the Shares hereunder is subject to and conditioned upon the fulfillment fulfillment, prior to or at the Closing, of each and all of the following conditions precedent: 8.1.1 All (any or all of which may be waived by Medscape on behalf of the documents Purchasers): 2.3.1 all representations and warranties of the Seller contained herein to the Purchasers shall be true and correct at the time of the Closing as though made again at that time, as confirmed by a "bring down certificate" substantially in the form attached hereto as Schedule 2.3.1; 2.3.2 the Seller shall have performed and complied in all respects with all obligations and covenants required by this Agreement to be delivered performed or complied with by Seller it prior to Purchaser or at the Closing pursuant Closing, as confirmed by the bring down certificate; 2.3.3 by resolution substantially in the form attached hereto as Schedule 2.3.3, the Board of Directors shall have (i) approved the Seller's execution of this Agreement; and (ii) issued the Shares to the terms Purchasers against payment of the Purchase Price; 2.3.4 by resolution substantially in the form attached hereto as Schedule 2.3.4, the shareholders of the Seller shall have replaced the Articles of Association of the Seller with the Restated Articles; 2.3.5 the Seller shall have received all necessary authorizations, approvals, permits and conditions hereof consents if any, of any governmental authority or regulatory body of any state, person or entity that are required by the Seller in connection with the issuance of the Shares as contemplated by this Agreement including all necessary approvals of the Investment Center and Office of the Chief Scientist of the Israeli Ministry of Industry and Trade; 2.3.6 the Seller shall have provided the Purchasers with copies of letters executed by all shareholders waiving all rights of pre-emption with respect to the issuance of the Shares or shall include a representation to such effect in the bring down certificate; 2.3.7 there shall have been deliveredno material adverse change in the financial, business or other condition of the Seller; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of 2.3.8 the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything delivered to the contrary, there are no Purchasers the opinion and other conditions on Purchaser’s obligation documents referred to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election 2.2.1 above; 2.3.9 all loans advanced to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.Company by Amir ▇▇▇▇▇▇ ▇▇▇/or Anth▇▇▇

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date as if made on the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor proceeding; 8.1.5. There shall have been not be any pending litigation or, to the knowledge of either Purchaser or Seller, litigation threatened in writing, which, if adversely determined, would restrain, in all material respects, the last 6 months a debtor in consummation of any bankruptcy proceedingof the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller; 8.1.6. On the Closing Date, subject to the payment of all premiums and fees required to be paid pursuant to Section 4.1, the Title Insurer shall be committed to issue the Title Policy, subject only to the Permitted Exceptions; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s 's obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow AgentAgent (less the Initial Deposit, which shall be released to Seller), or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 The Loan Assumption and Release shall have occurred (provided that the occurrence of the Loan Assumption and Release shall not be a condition to Purchaser’s obligation to close if the failure of the Loan Assumption and Release to occur shall have been a result of any action or inaction of the Purchaser). Notwithstanding anything to the contrary, there are no other conditions on to Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s obligation to close under the transactions contemplated by this Contract, shall be subject to and Agreement is conditioned upon the fulfillment of each and on all of the following conditions precedentfollowing, any or all of which may be waived by Purchaser in writing, at its sole option: 8.1.1 (A) All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date. (B) Seller has delivered all of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms Section 10.1 hereof and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations shall be true performed in all material respects all of their covenants and other obligations hereunder required to be performed at or prior to the Closing and complied in all material respects with all conditions required by this Agreement to be complied with by Seller at or prior to the Closing. (C) The Title Company shall be irrevocably committed to issue the Title Policy insuring that fee simple title to the Property is vested in Purchaser (or its designee) as of the Closing Date;, subject only to the Permitted Exceptions, and including extended coverage over all general exceptions, and also including the following title endorsements (collectively, the “Title Endorsements”): (1) access and entry, (2) contiguity single parcel; (3) same as survey; (4) covenants, conditions and restrictions-improved land; (5) private rights, easements-damage or enforced removal or easements-boundaries and easements; (6) minerals and other subsurface substances-buildings; (7) zoning 3.1 (with parking and loading if applicable); (8) location, (9) subdivision; (10) multiple tax parcel; (11) planned unit development, if applicable; (12) utility facilities; and (13) such other endorsements as may be reasonably requested by Purchaser as a result of its title and survey review as provided in Article 5 hereof. 8.1.3 Seller (D) Purchaser shall have complied withreceived, fulfilled at least one (1) Business Day prior to the Closing Date, an estoppel certificate (“REA Estoppel Certificate”) with respect to each REA, relating to Seller’s obligations under such REA, if any, relating to the Property, dated no earlier than thirty (30) days prior to the Closing Date, and performed in all material respects each form and substance required under the terms of the covenants, terms and conditions applicable REA or otherwise reasonably satisfactory to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. Subject to the provisions of this Section 9.1, Purchaser’s obligation to close each Property under this ContractAgreement, on a Property-by-Property basis, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 (a) All of the documents required to be delivered by the applicable Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 (b) Each of the Seller’s Representations of the applicable Seller shall be true in all material respects as of the Closing Date; 8.1.3 (c) The applicable Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and; 8.1.4 Neither (d) None of the applicable Seller nor any of such Seller’s general partner partners, members, shareholder, or owners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 six (6) months a debtor in any bankruptcy proceeding; and (e) The Title Insurer shall be prepared to issue the Title Policy for such Property, subject to no exceptions other than Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close any of the Properties except as expressly set forth in this Section 8.19.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 9.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing that Property on the Closing Date with no offset or deduction from the Purchase PricePrice for such Property, or (b) notify Sellers’ Representative (a “Termination Notice”) in writing of Purchaser’s decision to terminate this Agreement for the Property for which there was such a failure of condition and receive a return of the Applicable Share of the Deposit, plus Return on Deposit on such Applicable Share, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Property, and, if such failure of condition is due to an intentional default by any Seller hereunder, the Termination Fee described in Section 11.2(a) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor).

Purchaser’s Conditions to Closing. Purchaser’s The obligation of Purchaser to close under this Contract, consummate the Closing shall be subject to and conditioned upon the fulfillment satisfaction of each and all of the following conditions precedentconditions, any or all of which may be waived in whole or in part by Purchaser: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 6.1.1 Each of Seller’s Representations representations and warranties set forth in this Agreement shall be true correct in all material respects as of the Closing Date; 8.1.3 , and Seller shall have complied with, fulfilled and delivered to Purchaser a certificate to that effect pursuant to Section 7.2.6. 6.1.2 Seller shall have performed all of its obligations under this Agreement required at or prior to Closing in all material respects each respects. 6.1.3 The Title Company shall be unconditionally committed to issue the Title Policy to Purchaser, effective as of the covenantsClosing Date, terms except to the extent that the failure of this condition results from the failure of Purchaser to obtain the Title Commitment pursuant to Section 5.2. 6.1.4 If required under any Legal Requirements for the continued sale of alcoholic beverages at the Hotel from and conditions to be complied withafter the Closing Date consistent with the practices and procedures in effect as of the Contract Date, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor New Liquor License shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything issued with respect to the contraryHotel, there are no other conditions or Seller or Existing Manager shall have entered into an Interim Liquor Agreement in accordance with Section 5.13. 6.1.5 Purchaser shall have received either the executed Manager’s Estoppel Certificate or Seller’s Management Agreement Estoppel Certificate. 6.1.6 Purchaser shall have received the executed Lessor’s Estoppel Certificate. 6.1.7 Purchaser shall have received the executed Parking Estoppel Certificates, Chilled Water Estoppel Certificate, Easement Estoppel Certificates, and Lender’s Estoppel Certificate, each dated on Purchaser’s obligation or prior to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, Date. 6.1.8 Existing Lender shall have (i) notify Seller approved the transaction contemplated by this Agreement and the lease of the Hotel by Purchaser from and after Closing to a taxable REIT subsidiary of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition executed and proceed delivered the Loan Continuation Documents, (iii) approved the amendment dated as of February 1, 2002 to the original Chilled Water Agreement, and (iv) executed and delivered the release of Seller and its affiliates from liabilities accruing from and after Closing under the existing Guaranty and Unsecured Indemnity that are included within the Existing Loan Documents. 6.1.9 There are no Actions pending against Seller or affecting the Hotel before any court or governmental authority, an adverse determination of which could reasonably be expected to have a material adverse effect on the Closing Date with no offset operation of the Hotel or deduction from the Purchase Priceconsummation of the transactions contemplated hereby.

Purchaser’s Conditions to Closing. Purchaser’s 's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Title Company has committed to issue to Purchaser each Title Policy in the form described in Article 4, with an insured amount in the amount of the Allocated Purchase Price, subject to receipt of all appliable title premiums and charges; 8.1.3 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date;, subject to Section 6.3.3. 8.1.3 8.1.4 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; 8.1.5 With respect to the Assumption Property only, all assumption conditions described in Section 4.6 have been satisfied; and 8.1.4 Neither 8.1.6 No Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrarycontrary set forth in this Contract, there are no other conditions on to Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, (b) terminate this Contract in its entirety (and not in part) and receive a return of the Deposit from the Escrow Agent, or (c) if such failure constitutes a default by Sellers pursuant to Section 10.2 hereof, exercise any of Purchaser’s remedies pursuant to Section 10.2.

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s 's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s 's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser’s 's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Purchaser’s Conditions to Closing. The Purchaser’s obligation to close under this Contract, shall be consummate the Transaction is subject to and conditioned upon the fulfillment fulfilment, prior to or at the Closing, of each and all of the following conditions precedent:(any or all of which may be waived in whole or in part by such Purchaser, in its sole discretion): 8.1.1 All 4.1.1. the removal of the documents required to be delivered by Seller to Purchaser at BPT Pledge; 4.1.2. the Closing pursuant to the terms and conditions hereof Company Material Transaction Costs shall have been deliveredpaid from the Escrow Amount, as shall be confirmed by the Company; 8.1.2 Each 4.1.3. Tax risks in relation to CEO’s remunerations: the Seller will provide an indemnity in a side letter for the tax risks in association with ex-CEO Teddy in the form attached hereto as Schedule ‎4.1.3(i); Gil and his company shall give an indemnity in a side letter in the form attached hereto as Schedule ‎4.1.3 (ii) for the Company’s current CEO, Gil. 4.1.4. the representations and warranties of Seller’s Representations the Seller and the Company set out in Section ‎5 and of the CEO/CMO of the Company in the Management Letter shall be true and correct as of the date of this Agreement, and shall be true and correct in all material respects (other than representations and warranties qualified by “material” or “in all material respects,” which shall be true, correct and complete), as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s obligation to Close except Date as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing though made again on the Closing Date (except to the extent expressly made as of a specific earlier date, in which case on such specified earlier date); 4.1.5. the Seller and the Company shall have performed and complied with all obligations and covenants (including the delivery of any and all Closing deliverables under their responsibility which, for removal of doubt, includes the Joint Escrow Instruction) required by this Agreement and the other Transaction Documents to be performed or complied with by them prior to or at the Closing; 4.1.6. no offset Proceeding shall have been instituted before any Governmental Authority to enjoin, restrain or deduction from prohibit the Purchase Priceconsummation of the Transaction; and 4.1.7. no Material Adverse Event shall have occurred; provided, or (b) however, that if Seller wishes to rely on the occurrence of a Material Adverse Event, it shall give Seller a written notice with respect thereto, promptly after becoming aware of such failure constitutes a default by Sellerevent, exercise any of its remedies pursuant to Section 10.2. If the condition set setting forth in Section 8.1.2 is not met, Purchaser detail the basis for such claim. Seller may, as its sole promptly, and exclusive remedy, (i) notify Seller in any event within 5 days after receipt of Purchaser’s election notice, object to/dispute such notice by delivery to terminate this Contract Purchaser of written notice of such dispute, and receive a return the Parties shall meet to discuss in good faith the dispute within 5 days after receipt of the Deposit from Seller’s notice of dispute; it is understood and agreed that nothing in the Escrow Agent, foregoing notification and discussion process shall prejudice the rights of either the Seller or (ii) waive such condition and proceed to Closing on the Closing Date with no offset Purchaser under this Agreement or deduction from the Purchase Priceapplicable Law.

Purchaser’s Conditions to Closing. Subject to the provisions of this Section 8.1, Purchaser’s 's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller’s Representations the representations and warranties of each Seller to Purchaser shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and 8.1.4 Neither No Seller nor any of Seller’s 's general partner partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 [intentionally deleted] 8.1.6 With respect to Broadmoor and Falls on Bull Creek, the applicable ▇▇▇▇ Assumption is approved. Notwithstanding anything to the contrary, there are no other conditions on Purchaser’s 's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 8.1.1 through 8.1.6 is not met, but subject to Seller's rights pursuant to Section 4.6.3 with respect to the ▇▇▇▇ Assumptions and Section 5.1 with respect to any Loan Payoff, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if such failure constitutes notify Seller's Representative (a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth "Termination Notice") in Section 8.1.2 is not met, Purchaser may, as its sole and exclusive remedy, (i) notify Seller writing of Purchaser’s election 's decision to terminate this Contract for the Property for which there was such a failure of condition or default and receive a return of the Applicable Share of the Initial Deposit (other than the Non-Refundable Portion) and the Additional Deposit from the Escrow AgentAgent (but the Applicable Share of the Non-Refundable Portion shall be released to the applicable Seller, unless this Contract is terminated with regard to such Seller's Property because of the default of such Seller, in which case Purchaser shall have such rights to such Seller's Applicable Share of the Non-Refundable Portion as set forth in Section 10.2). If Seller's Representative receives a Termination Notice, Seller's Representative may, within 3 Business Days after receiving the Termination Notice, give Purchaser written notice (a "Reinstatement Notice") that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. Purchaser shall, within 3 Business Days after receiving a Reinstatement Notice, give Seller's Representative written notice of whether it desires to purchase all of the Properties or terminate this Contract in its entirety; Purchaser's failure to provide Seller's Representative with written notice that it desires to terminate this Contract in its entirety shall be deemed Purchaser's decision to purchase all of the Properties. If this Contract is terminated in its entirety, then Escrow Agent shall deliver the Applicable Share of the Non-Refundable Portion to the applicable Sellers and the remaining Initial Deposit (iiother than the Non-Refundable Portion) waive and the Additional Deposit to Purchaser (except if this Contract is terminated in its entirety because of the default of Sellers, Purchaser shall have such condition and proceed rights to Closing on the Closing Date with no offset or deduction from the Purchase PriceNon-Refundable Portion as set forth in Section 10.2).