Common use of Buyer Clause in Contracts

Buyer. The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by this Agreement.

Buyer. The Buyer represents to Seller that: (i) Seller is not acting as ▇▇▇▇▇'s advisor, expert, fiduciary, representative or consultant and has not provided, and nothing herein will be claimed by ▇▇▇▇▇ as the provision of, advice regarding the value or advisability of trading in commodities; (ii) Buyer shall be solely responsible for retaining adequate advisors and counsel to advise it with respect to the obligations assumed hereunder regardless of Buyer under any information provided by Seller; (iii) it has knowledge and experience in business matters sufficient to enable it to evaluate the risks associated with this Agreement are subject to satisfaction and this Agreement is entered into by Buyer at Buyer’s sole election and in the exercise of its independent judgment without duress; (iv) it is not relying on any representations of Seller other than those expressly set forth herein; (v) Buyer owns or controls Buyer’s Facilities or has control over the purchase and receipt of Electricity therefor; (vi) all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver information furnished by Buyer concerning Buyer’s Facilities (including applicable load factors, Buyer’s Local Utility rate classes and schedules, time of use, and service information), as well as financial information furnished by Buyer to Seller, is, to the best of Buyer’s information and belief, true and accurate when furnished to Seller; (vii) it is a producer, processor, commercial user of or merchant handling the commodity subject hereto and has entered into this Agreement and any Transactions solely for non-speculative purposes related to such business; (viii) it shall not resell any Electricity received from Seller to a third party; (ix) each of Buyer’s Facilities can be enrolled on the Start Date specified for each Transaction; (x) it understands that if a broker or consultant was involved in a Transaction, the fee or commission associated with such broker or consultant may be included in the Contract Price; and (xi) it has disclosed to Seller the existence of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificateon-site generation (other than emergency back-up generation). If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all The representations and warranties made by Seller in section 5.1 hereof shall this Article are deemed to be true and correct in all material respects as if made on and as of repeated upon the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality execution of any of the transactions contemplated by this AgreementTransaction.

Buyer. The obligations (i) Each Waiving Party hereby agrees that K&E (or any successor thereto) may represent Buyer or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof (including the Utz Companies), in connection with any dispute, claim, Proceeding or Liability arising out of Buyer under or relating to this Agreement, any Ancillary Agreement are subject to satisfaction of all of or the conditions set forth in this section 7.2. Buyer may waive any transactions contemplated hereby or all of such conditions in whole or in part but thereby (any such waiver shall be effective only if made in writing. After representation, the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by “Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Post-Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing CertificateRepresentation”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions notwithstanding its representation (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%continued representation) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, in connection with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by this Agreement, and Sellers on behalf of themselves and the Waiving Parties hereby consent thereto and irrevocably waive (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Buyer Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of the Sellers acknowledges that the foregoing provision applies whether or not K&E provides legal services to the Utz Companies after the Closing Date. Each Seller, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Buyer, the Sponsor and/or any director, manager, officer, owner, employee or representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the Buyer and is exclusively controlled by the Buyer and shall not pass to or be claimed by Sellers or any of the Utz Companies. From and after the Closing, neither Seller nor any Person purporting to act on behalf of or through either Seller or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each Seller, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among K&E, the Buyer, the Sponsor and/or any director, manager, officer, owner, employee or representative of any of the foregoing occurring prior to the Closing in connection with any Buyer Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between the Sellers, on the one hand, and a third party other than the Buyer or the Sponsor, on the other hand, the Sellers may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Seller may waive such privilege without the prior written consent of the Buyer.

Buyer. The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After At the Closing, any such condition that has not been satisfied Buyer shall deliver, or cause to be delivered, to the Sellers the following: (i) The Purchase Price (less the Holdback Amount), payable as follows: (A) An amount equal to the Escrow Amount shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled paid to the immediate return Escrow Agent in accordance with Section 1.2(c)(i) and the terms and conditions of the Deposit.Escrow Agreement; (aB) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant An amount equal to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer Company Debt shall have received a Seller’s closing certificate be paid to the applicable payees consistent with Schedule 2.2(a)(x)-1; (C) The Promissory Note (the “Seller’s Closing CertificateElite Note”) in the form attached as Exhibit H, duly executed by Buyer; (D) An amount equal to $421,851.14 shall be paid to PC Advisors LLC, a Texas limited liability company doing business as Pinecrest Capital Partners (“Broker”), $243,488.17 of which shall be paid to Broker in cash pursuant to the wire instructions set forth in the Cross Receipt, and $178,362.97 of which shall be paid to Broker in the form of Parent’s issuance to Broker of 135,123 shares of Common Stock, no par value, of Parent; and (E) The balance of the Purchase Price (less the Holdback Amount) shall be delivered to Elite in immediately available cash funds by wire transfer to the account set forth in the Cross Receipt, for further distribution by Elite to the Sellers in accordance with the amounts set forth in the Cross Receipt; (ii) The Transferred Interest Assignments, duly executed by Buyer; (iii) The Amended and Restated Company Agreement, duly executed by Buyer; (iv) The Escrow Agreement, duly executed by Buyer; (v) The Management Services Agreement in the form attached as Exhibit H attached heretoI, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and dated as of the Closing Date, with only such exceptions duly executed by the Company and Buyer; (other than material adverse exceptionsvi) The Management Services Subcontract Agreement in the form attached as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and Exhibit J, dated as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the rightduly executed by Buyer and NHC Network, but not the obligationLLC, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more.a Texas limited liability company; (cvii) On The Facility Services Agreement, in the form attached hereto as Exhibit K, dated as of the Closing Date, duly executed by the Title Company shall be irrevocably committed and prepared to issue to Buyer Nobilis Health Marketing, LLC; (viii) Copies of resolutions duly adopted by the board of directors of Parent, the board of managers of Northstar Healthcare Acquisitions, L.L.C., a standard owner’s policy Delaware limited liability company, and the board of title insurancemanagers of Buyer, with liability equal in each case prior to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Signing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer authorizing and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of approving the transactions contemplated by this Agreement, certified as true and in full force as of the Closing Date by an officer of the Parent and the Buyer; and (ix) Such other certificates, consents, assumptions, and other documents or instruments as may be reasonably requested by the Sellers to carry out the terms of, and transactions contemplated by, this Agreement.

Buyer. The Buyer's obligations of Buyer under this Agreement are subject to further conditioned on the satisfaction of all each of the conditions set forth in this section 7.2. Buyer may waive any or all following: (1) All representations and warranties of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if are true and complete. (2) All covenants of Seller breaches any representation or warranty made by Seller to be performed prior to the closing have been performed. (3) The Property is in section 5.1 hereof or in Seller’s Closing Certificate. If any substantially the same condition, normal wear and tear excepted, as when Buyer approved its condition as set forth in this section 7.2 Section 6(c)(6) below; however, in the event of physical damage to the Property for which there is not fully satisfied or waived in writing by adequate insurance proceeds, Seller will assign the proceeds to Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in which will waive the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Depositrelated condition. (a4) On Buyer is satisfied with the Closing Datecondition of title to the Property. Seller has provided Buyer with a copy of a preliminary title report dated January 10, 1996 issued by Southland Title Company together with copies of all documents supporting any exceptions to title (the "REPORT"). By January 24, 1996, Buyer will review and approve or disapprove the Report and notify Seller shall not be materially in default in the performance of any material covenant objections to be performed by Seller: provided, however, the condition of title. Seller will correct the condition of title to the satisfaction of Buyer prior to closing. Exceptions 1 through 6 of Exhibit B to the Report are "PERMITTED EXCEPTIONS" to the condition of title as well as any termination pursuant other conditions approved by Buyer in writing and set forth in Attachment C. Exceptions 7,8, and 9 of Exhibit B to this paragraph, Buyer shall provide the Report will be removed on or before closing. Buyer's failure to timely notify Seller with written notice of any other objections to the condition of title will be deemed an acceptance of such default and Seller shall have one (1) business day to cure such defaultcondition of title. (b5) On or before the Closing Dateclosing, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall will have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer evidence that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and is prepared to issue to Buyer a standard California Land Title Association owner’s 's policy of title insurance, with liability equal to insurance in the total purchase price for amount of the Property, insuring Buyer that fee Price showing title to the Property is properly vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”)Exceptions. (d6) On Buyer is satisfied with the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) status of the total leased rentable square footage Property after completion of office space on its due diligence review, including the Property (collectively, physical condition of the “Minimum Estoppel Requirement”)Property. In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant Within five days after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificatethis Agreement, be void ab initio Seller will provide to Buyer copies of all written materials in Seller's possession or control which address the construction, condition or use of the Property, including without limitation, occupancy certificates, permits, soil and shall have no further force or effect. (e) On engineering reports, licenses, maintenance contracts, plans, specifications, leases, correspondence, governmental notices and brokerage commitments. Moreover, if Seller knows of the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality existence of any written material not in its possession or control, Seller will notify Buyer of such instances. After receipt of all the material, Buyer will promptly review such material, physically inspect the Property and approve or disapprove of the transactions contemplated status of the Property. Buyer will approve or disapprove of the status of the Property by this AgreementJanuary 24, 1996.

Buyer. The obligations of Buyer under this Agreement are Buyer's obligation to purchase the Property from Seller shall be subject to the occurrence, satisfaction and/or waiver of the following conditions: (i) The Title Insurer is unconditionally and irrevocably prepared and committed to issue the Title Policy in accordance with Section 9.3 above; (ii) As of the Closing, Seller shall have performed all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement obligations required to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit.Agreement; (aiii) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all All representations and warranties made by Seller to Buyer in section 5.1 hereof this Agreement shall be true and correct in all material respects as if made on and as of the Closing Date and Closing; and (iv) There are no significant change in the Property from the expiration of the Due Diligence Period, including, but not limited to, any matter governed by Section 12.3 herein, whether considered a "substantial portion" thereunder or not. (v) There shall be no litigation, actions or proceedings affecting or threatened against Seller or the Property, except for that certain property tax appeal filed by Seller on or about April 9, 2002. (vi) There shall have occurred no material adverse change in the financial condition of Seller from the end of the third quarter of Seller's fiscal year ending February 28, 2002. If any of the foregoing is not satisfied or waived by Buyer, Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in provide Seller with written notice setting forth the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as nature of the Closing Date, with only such exceptions condition not so satisfied and shall demand satisfaction thereof. Seller shall then have five (other than material adverse exceptions5) as are necessary days to reflect facts or circumstances arising between the date of this Agreement satisfy said condition and the Closing Date shall occur within five (5) days thereafter. If Seller does not perform such that would make any said condition is satisfied and the failure of such representation or warranty untrue or incorrect on and as condition is not the result of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptionsa default by Seller hereunder, Seller Buyer shall have the right, but not the obligation, upon written notice to Buyeras its sole remedy, to postpone terminate this Agreement and the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at Escrow created pursuant hereto, in which event the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company Earnest Money shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof refunded to Buyer and neither party ▇▇▇▇▇ ▇ave any further obligations hereunder other than as of the date of such Tenant Estoppel Certificate, may be void ab initio expressly and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by specifically stated otherwise in this Agreement. If the failure of a condition of Buyer's obligation to close Escrow is due to a default by Seller, the provisions of Section 11.1 shall apply.

Buyer. The obligations of Buyer under this Agreement are Buyer's obligation to purchase the Property from Seller shall be subject to the occurrence, satisfaction and/or waiver of the following conditions: (i) The Title Insurer is unconditionally and irrevocably prepared and committed to issue the Title Policy in accordance with Section 9.3 above; (ii) As of the Closing, Seller shall have performed all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement obligations required to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit.Agreement; (aiii) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all All representations and warranties made by Seller to Buyer in section 5.1 hereof this Agreement shall be true and correct in all material respects as if made on and as of the Closing Date and Closing; and (iv) There are no significant change in the Property from the expiration of the Due Diligence Period, including, but not limited to, any matter governed by Section 12.3 herein, whether considered a "substantial portion" thereunder or not. (v) There shall be no litigation, actions or proceedings affecting or threatened against Seller or the Property, except for that certain property tax appeal filed by Seller on or about April 9, 2002. (vi) There shall have occurred no material adverse change in the financial condition of Seller from the end of the third quarter of Seller's fiscal year ending February 28, 2002. If any of the foregoing is not satisfied or waived by Buyer, Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in provide Seller with written notice setting forth the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as nature of the Closing Date, with only such exceptions condition not so satisfied and shall demand satisfaction thereof. Seller shall then have five (other than material adverse exceptions5) as are necessary days to reflect facts or circumstances arising between the date of this Agreement satisfy said condition and the Closing Date shall occur within five (5) days thereafter. If Seller does not perform such that would make any said condition is satisfied and the failure of such representation or warranty untrue or incorrect on and as condition is not the result of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptionsa default by Seller hereunder, Seller Buyer shall have the right, but not the obligation, upon written notice to Buyeras its sole remedy, to postpone terminate this Agreement and the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at Escrow created pursuant hereto, in which event the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company ▇▇▇▇▇▇▇ Money shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof refunded to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and neither party shall have no any further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or obligations hereunder other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by than as may be expressly and specifically stated otherwise in this Agreement. If the failure of a condition of Buyer's obligation to close Escrow is due to a default by Seller, the provisions of Section 11.1 shall apply.

Buyer. The obligations (i) Each Party hereby agrees, on behalf of itself and the Waiving Parties, that ▇▇▇▇▇▇▇▇ (or any successor thereto) may represent Buyer under or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Agreement are subject to satisfaction of all of or the conditions set forth in this section 7.2. Buyer may waive any transactions contemplated hereby or all of such conditions in whole or in part but thereby (any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectivelyrepresentation, the “Minimum Estoppel RequirementBuyer Post-Closing Representation”). In the event Seller cannot for ) notwithstanding its representation (or any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to continued representation) of Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto connection with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by this Agreement, and each Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Buyer Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of the Parties acknowledges that the foregoing provision applies whether or not ▇▇▇▇▇▇▇▇ provides legal services to Buyer after the Closing Date. Each of the Parties, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among ▇▇▇▇▇▇▇▇ (or any other counsel that represented the Buyer), the Buyer and/or any director, manager, officer, owner, employee or representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing are privileged communications, and shall remain privileged after the Closing, and the attorney-client privilege and the expectation of client confidence and work product and other immunities belongs solely to Buyer and is exclusively controlled by such member, and shall not pass to or be claimed by any other Party or Waiving Party, other than Buyer. From and after the Closing, each Party (other than Buyer) shall not, and shall cause its Waiving Parties not to, access the same or seek to obtain the same by any process. From and after the Closing, each of the Parties (other than Buyer), on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or work product or other immunities with respect to any communication among ▇▇▇▇▇▇▇▇ (or any other counsel that represented the Buyer), Buyer and/or any director, manager, officer, owner, employee or representative of any of the foregoing occurring prior to the Closing in connection with any Buyer Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between any Party or its Waiving Parties, on the one hand, and a third party, on the other hand, such Party or its Waiving Party, as applicable, may assert the attorney-client privilege or work product or other immunities to prevent disclosure of confidential communications to such third party; provided, however, that no Party (or its Waiving Party) may waive such privilege or other immunity without the prior written consent of Buyer.

Buyer. The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or Unless waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance obligation of any such covenant or agreement Buyer to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled Close is subject to the immediate return fulfillment of all of the Deposit. (a) On following conditions on or prior to the Closing Date, Seller shall not be materially in default in : (i) the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all respective representations and warranties made by Seller and Lease Guarantor in section 5.1 hereof this Agreement shall be true and correct in all material respects as if made on respects, and as all of the Closing Date terms, provisions, covenants, conditions, agreements and Buyer obligations required to be performed by Seller and Lease Guarantor under this Agreement shall have received been performed, met or complied with in all material respects; (ii) Seller and Lease Guarantor shall have delivered their respective Closing documents pursuant to Section 11(c) and Section 11(d) of this Agreement; (iii) there shall be no action or proceeding, instituted, or pending in writing against or involving Seller, Lease Guarantor or any Location before any Governmental Authority that (A) could reasonably be expected to have a material adverse impact on (1) Seller’s closing certificate ability to Close, or (“Seller’s Closing Certificate”2) the value of any Location or (B) would constitute a default under a Lease or a Lease Guaranty; (iv) the financial condition of either Seller or Lease Guarantor shall not have materially deteriorated on or after the date that is two business days prior to the end of the Due Diligence Period from the financial condition thereof disclosed in the form of Exhibit H attached hereto, certifying Interim Financial Reports delivered to Buyer that prior to such date; (v) Seller shall have delivered to Buyer, Landlord and Lender copies of all of SellerAssociation Estoppels if any were requested in Buyer’s representations and warranties are materially true and correct on and Title Objections; (vi) Seller shall have delivered to Buyer insurance certificates confirming compliance, as of the Closing Date, with only such exceptions the insurance requirements of each Lease; (other than material adverse exceptionsvii) as are necessary to reflect facts or circumstances arising between the date of this Agreement all real estate taxes and the Closing Date that would make any such representation or warranty untrue or incorrect on assessments due and as of the Closing Dateowing for each Location must be paid in full; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven and (7viii) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue the Title Policies. In the event any of the conditions in this Section 10(a) have not been satisfied (or otherwise waived in writing by Buyer) on or prior to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, then Buyer shall have received Tenant Estoppel Certificates executed the right, in its sole discretion, by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient written notice to reach the Minimum Estoppel Requirement, Seller, to: (A) terminate this Agreement as to the affected Location or Locations, in which event the applicable provisions of Section 4 shall control; (B) as to those conditions that pertain to Seller or Lease Guarantor generally (that is, excluding conditions that relate to a particular Location or to the ability of Seller to operate its business at its optiona particular location) and that are not cured by Seller within five (5) Business Days following notice thereof from Buyer, may deliver terminate this Agreement at any time by written notice to Buyer a Seller’s estoppel certificate substantially in , whereupon (x) Escrow Agent shall return the form ▇▇▇▇▇▇▇ Money Deposit to Buyer, and (y) except for those provisions of Exhibit F-2 attached this Agreement which by their express terms survive the termination of this Agreement, no party hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no any other or further force rights or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by obligations under this Agreement; or (C)if applicable, exercise Buyer’s remedy pursuant to Section 13 below.

Buyer. The obligations (i) Each Party hereby agrees, on behalf of itself and the Waiving Parties, that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or any successor thereto) may represent Buyer or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby (any such representation, the “Buyer Post-Closing Representation”) notwithstanding its representation (or any continued representation) of Buyer under this Agreement are subject to satisfaction in connection with the Transactions, and each Party on behalf of all itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the conditions set forth in this section 7.2Buyer Post-Closing Representation may be directly adverse to the Waiving Parties. (ii) Each of the Parties acknowledges that the foregoing provision applies whether or not ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP provides legal services to Buyer after the Closing Date. Each of the Parties, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or any other counsel that represented the Buyer), the Buyer may waive and/or any director, manager, officer, owner, employee or all representative of such conditions in whole or in part but any such waiver shall be effective only if of the foregoing made in writing. After connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing are privileged communications, and shall remain privileged after the Closing, and the attorney-client privilege and the expectation of client confidence and work product and other immunities belongs solely to Buyer and is exclusively controlled by Buyer, and shall not pass to or be claimed by any such condition other Party or Waiving Party, other than Buyer. From and after the Closing, each Party (other than Buyer) shall not, and shall cause its Waiving Parties not to, access the same or seek to obtain the same by any process. From and after the Closing, each of the Parties (other than Buyer), on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or work product or other immunities with respect to any communication among ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (or any other counsel that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer represented the Buyer), Buyer, and/or any director, manager, officer, owner, employee or representative of any of its rights or remedies if Seller defaults the foregoing occurring prior to the Closing in connection with any Buyer Post-Closing Representation. Notwithstanding the foregoing, in the performance event that a dispute arises between any Party or its Waiving Parties, on the one hand, and a third party, on the other hand, such Party or its Waiving Party, as applicable, may assert the attorney-client privilege or work product or other immunities to prevent disclosure of any covenant or agreement confidential communications to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, Seller shall not be materially in default in the performance of any material covenant to be performed by Seller: third party; provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of that no Party (or its Waiving Party) may waive such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry privilege or other proceeding by any person shall have been instituted against Buyer that challenges immunity without the validity or legality prior written consent of any of the transactions contemplated by this AgreementBuyer.

Buyer. The obligations of Buyer to close under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part in its sole discretion but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if any Seller defaults in the performance of any covenant or agreement to be performed by such Seller under this Agreement or if such Seller breaches any representation or warranty made by such Seller in section 5.1 hereof hereof, in any closing document or in such Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit. (a) On the Closing Date, no Seller shall not be materially in default in the performance of any material covenant to be performed by such Seller under this Agreement, including, without limitation, such Seller: provided, however, prior ’s obligation to any termination pursuant deliver all of the closing documents it is required to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such defaultdeliver as set forth in section 8.1. (b) On the Closing Date, all representations and warranties made by Seller the Sellers in section 5.1 hereof and in the closing documents shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“each Seller’s Closing Certificate”) , executed by such Seller, in the form of Exhibit H attached hereto, certifying which such Seller certifies to Buyer that all of Seller’s representations and warranties made by such Seller in section 5.1 hereof are materially true and correct on and as of the Closing Date, with only such exceptions (other than without material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owneran American Land Title Association 2006 Extended Coverage Owner’s policy Policy or Policies of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to: (a) the matters shown as exceptions in the Preliminary Report and approved (or deemed to be approved) by Buyer pursuant to section 1.2 hereof, (b) the rights of Tenants under the Leases (provided that each Seller has delivered a certified rent roll to Title Company with respect to the Permitted Exceptions Leases applicable to such Seller’s Real Property, (c) specific matters shown on the Existing Survey, subject to Buyer’s right to object to the same pursuant to section 1.2(h), (d) taxes and assessments that are not past due as of the usual preprinted exceptions Closing Date, and (e) any other matters created or expressly approved in writing by Buyer (the “Title Policy”). (d) On the Closing Date, there shall be no judicial or administrative effective order against Sellers’ or Buyer’s consummating the transactions contemplated herein to be consummated as of the Closing Date as a result of any suit or action instituted by any person unaffiliated with, and not acting on behalf of, Buyer. (e) Buyer shall have received Tenant and approved Estoppel Certificates executed from all Tenants listed on Schedule 7.2(e) no later than three (3) business days prior to the Closing Date. Any such Estoppel Certificate that (i) alleges any material default or breach under the Lease by tenants which Tenant or the landlord under such Lease, (ii) alleges any material disputes or claims or offset rights by, or defenses of, such Tenant against the landlord thereunder, (iii) is inconsistent with the applicable Lease or Seller’s representations and warranties in any material adverse respect, or (iv) discloses material adverse economic terms of the applicable Lease that were not disclosed to Buyer (whether in the aggregate lease at least seventy percent (70%applicable Lease, this Agreement or any other document delivered to Buyer) prior to the expiration of the total leased rentable square footage Property Approval Period, shall be deemed disapproved by Buyer. If any Seller has not obtained any of office space the Estoppel Certificates required to be obtained by it pursuant to section 7.2(e) on or before the Property deadlines for obtaining such estoppels, then, upon written notice to Buyer, such Seller shall have the right to adjourn the Closing for a period of up to fifteen (collectively, the “Minimum 15) days in order to provide such Seller with additional time to obtain any such Estoppel Requirement”)Certificates. In the event Seller cannot for any reason obtain a Tenant Buyer agrees that an Estoppel Certificate from tenants shall not be deemed to contain a material exception merely because (a) the applicable tenant qualified any statement in such Estoppel Certificate regarding the existence or absence of any default or claim under such tenant’s Lease to “the Leases sufficient actual knowledge of” such party or any similar phrase, (b) such modification is permitted by the applicable Lease applicable to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a such Seller’s estoppel certificate Real Property or (c) form of Estoppel Certificate delivered is substantially in the form attached to such tenant’s lease. For the avoidance of Exhibit F-2 attached hereto doubt, Seller and Buyer agree that the only estoppel certificates that must be obtained in order to satisfy the Buyer’s conditions precedent with respect to any tenants such that when combined with estoppel certificates are the Tenant Estoppel Certificates from the Tenants listed on Schedule 7.2(e) of this Agreement and that were obtainedin no event must the Association Estoppel Certificate, will the Parking Estoppel Certificate, the GSA estoppel or any other estoppel certificates be obtained in order to satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such SellerBuyer’s estoppel certificate conditions precedent with respect to estoppel certificates; provided that Sellers shall use commercially reasonable efforts to obtain such tenantnon-required estoppel certificates. In addition, such the applicable Seller shall, immediately following the date of this Agreement, submit a request for an estoppel certificate to the Government Services Administration (“GSA”) in the form customarily provided by the GSA. (f) Seller shall have delivered to Buyer written notice of the Substantial Completion, at Seller’s estoppel certificate shallsole cost and expense, after delivery of the lobby and food court renovation work at the Metropolitan Park – North Tower property (the “Lobby Work”). “Substantial Completion” and any derivations thereof to Buyer shall mean the substantial completion of the Lobby Work substantially in accordance with the plans and specifications therefor in effect as of the date of such Tenant Estoppel Certificate, be void ab initio this Agreement (“Lobby Work Plans”) as reasonably determined by Landlord’s architect who shall provide a certificate to Seller confirming substantial completion. Seller and Buyer agree that Substantial Completion shall have no further force or effect. (e) On occurred even though minor details of construction, decoration, and mechanical adjustments remain to be completed. In any event, the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person Seller shall have been instituted against Buyer that challenges be responsible for the validity or legality of any full completion of the transactions Lobby Work, including, without limitation, the foregoing punch list items and installation of furniture, fixtures and equipments that are currently intended by Seller to be installed as part of the Lobby Work and the Lobby Work Plans (as shall be described on Schedule 7.2(f), including the budget therefor), including all costs relating thereto (whether payable before, at or after Closing), and the parties shall reasonably cooperate to enter into an access agreement at Closing which provides the applicable Seller and its contractors with access to the subject property as necessary to complete the Lobby Work as contemplated by this Agreementhereunder, and addresses Seller’s completion and post-completion obligations to Buyer with respect to the Lobby Work, including, without limitation, an assignment of all warranties and guaranties under the Lobby Work architectural and construction contract(s) to Buyer and delivery of an industry standard close-out package (including applicable lien waivers) to Buyer.

Buyer. The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or Unless waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance obligation of any such covenant or agreement Buyer to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled Close is subject to the immediate return fulfillment of all of the Deposit. (a) On following conditions on or prior to the Closing Date, Seller shall not be materially in default in : (i) the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all respective representations and warranties made by Seller and Lease Guarantor in section 5.1 hereof this Agreement shall be true and correct in all material respects as if made on respects, and as all of the Closing Date terms, provisions, covenants, conditions, agreements and Buyer obligations required to be performed by Seller and Lease Guarantor under this Agreement shall have received been performed, met or complied with in all material respects; (ii) Seller and Lease Guarantor shall have delivered their respective Closing documents pursuant to Section 11(c) and Section 11(d) of this Agreement; (iii) there shall be no action or proceeding, instituted, pending or threatened in writing against or involving Seller, Lease Guarantor or any Location before any Governmental Authority that could reasonably be expected to have a material adverse impact on Seller’s closing certificate (“ability to Close, the value of any Location, Seller’s Closing Certificate”creditworthiness or ability to perform as tenant under the Lease, or Lease Guarantor’s creditworthiness or ability to perform as guarantor under the Lease Guaranty; (iv) in the form of Exhibit H attached hereto, certifying Seller shall have delivered to Buyer that copies of all of SellerAssociation Estoppels if any were requested in Buyer’s representations and warranties are materially true and correct on and Title Objections; (v) Seller shall have delivered to Buyer insurance certificates confirming compliance, as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as insurance requirements of the Closing DateLease; provided that if Seller’s Closing Certificate includes (vi) all real estate taxes and assessments due and owing for each Location must be paid in full; (vii) any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of existing leases affecting the Property by, two percent shall be terminated and shall be of no further force and effect; and (2%viii) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue the Title Policies. In the event any of the conditions in this Section 10(a) have not been satisfied (or otherwise waived in writing by Buyer) on or prior to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, then Buyer shall have received Tenant Estoppel Certificates executed the right, in its sole discretion, to either: (A) terminate this Agreement at any time by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient written notice to reach the Minimum Estoppel Requirement, Seller, at its optionwhereupon (x) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money Deposit to Buyer, may deliver to Buyer a Seller’s estoppel certificate substantially in and (y) except for those provisions of this Agreement which by their express terms survive the form termination of Exhibit F-2 attached this Agreement, no party hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no any other or further force rights or effect. obligations under this Agreement; or (eB) On the Closing Dateif applicable, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of exercise any of the transactions contemplated by this AgreementBuyer’s remedies pursuant to Section 13 below.

Buyer. The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or Unless waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance obligation of any such covenant or agreement Buyer to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled Close is subject to the immediate return fulfillment of all of the Deposit. (a) On following conditions on or prior to the Closing Date, Seller shall not be materially in default in : (i) the performance of any material covenant to be performed by Seller: provided, however, prior to any termination pursuant to this paragraph, Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such default. (b) On the Closing Date, all respective representations and warranties made by Seller and Lease Guarantor in section 5.1 hereof this Agreement shall be true and correct in all material respects as if made on respects, and as all of the Closing Date terms, provisions, covenants, conditions, agreements and Buyer obligations required to be performed by Seller and Lease Guarantor under this Agreement shall have received been performed, met or complied with in all material respects; (ii) Seller and Lease Guarantor shall have delivered their respective Closing documents pursuant to Section 11(c) and Section 11(d) of this Agreement; (iii) there shall be no action or proceeding, instituted, or pending in writing against or involving Seller, Lease Guarantor or any Location before any Governmental Authority that (A) could reasonably be expected to have a material adverse impact on (1) Seller’s closing certificate ability to Close, or (“Seller’s Closing Certificate”2) the value of any Location or (B) would constitute a default under a Lease or a Lease Guaranty; (iv) the financial condition of either Seller or Lease Guarantor shall not have materially deteriorated on or after the date that is two business days prior to the end of the Due Diligence Period from the financial condition thereof disclosed in the form of Exhibit H attached hereto, certifying Interim Financial Reports delivered to Buyer that prior to such date; (v) Seller shall have delivered to Buyer and Landlord copies of all of SellerAssociation Estoppels if any were requested in Buyer’s representations and warranties are materially true and correct on and Title Objections; (vi) Seller shall have delivered to Buyer insurance certificates confirming compliance, as of the Closing Date, with only such exceptions the insurance requirements of each Lease; (other than material adverse exceptionsvii) as are necessary to reflect facts or circumstances arising between the date of this Agreement all real estate taxes and the Closing Date that would make any such representation or warranty untrue or incorrect on assessments due and as of the Closing Dateowing for each Location must be paid in full; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven and (7viii) days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes of this section 7.2(b), “material” shall mean any matter that would result in damages of, or decrease the value of the Property by, two percent (2%) of the Purchase Price or more. (c) On the Closing Date, the Title Company shall be irrevocably committed and prepared to issue the Title Policies. In the event any of the conditions in this Section 10(a) have not been satisfied (or otherwise waived in writing by Buyer) on or prior to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions (the “Title Policy”). (d) On the Closing Date, then Buyer shall have received Tenant Estoppel Certificates executed the right, in its sole discretion, by tenants which in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient written notice to reach the Minimum Estoppel Requirement, Seller, to: (A) terminate this Agreement as to the affected Location or Locations, in which event the applicable provisions of Section 4 shall control; (B) as to those conditions that pertain to Seller or Lease Guarantor generally (that is, excluding conditions that relate to a particular Location or to the ability of Seller to operate its business at its optiona particular location) and that are not cured by Seller within five (5) Business Days following notice thereof from Buyer, may deliver terminate this Agreement at any time by written notice to Buyer a Seller’s estoppel certificate substantially in , whereupon (x) Escrow Agent shall return the form ▇▇▇▇▇▇▇ Money Deposit to Buyer, and (y) except for those provisions of Exhibit F-2 attached this Agreement which by their express terms survive the termination of this Agreement, no party hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no any other or further force rights or effect. (e) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any of the transactions contemplated by obligations under this Agreement; or (C)if applicable, exercise Buyer’s remedy pursuant to Section 13 below.

Buyer. The obligations representations and warranties of Buyer under in this Agreement Section 5.2 are subject a material inducement for Seller to satisfaction enter into this Agreement. Seller would not sell the Property to Buyer without such representations and warranties of all Buyer. Such representations and warranties shall survive the Closing for six (6) months after the Closing Date, at which time such representations and warranties shall terminate. Buyer represents and warrants to Seller as of the conditions set forth in this section 7.2. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated Agreement Date as having been waived in writing. No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate. If any condition set forth in this section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination and Buyer shall be entitled to the immediate return of the Deposit.follows: (a) On This Agreement and all documents executed by Buyer which are to be delivered to Seller at Closing do not and at the time of Closing Date, Seller shall will not be materially in default in the performance violate any provision of any material covenant agreement or judicial order to be performed by Seller: provided, however, prior which Buyer is a party or to any termination pursuant to this paragraph, which Buyer shall provide Seller with written notice of such default and Seller shall have one (1) business day to cure such defaultis subject. (b) On Buyer has not (i) made a general assignment for the Closing Datebenefit of creditors, all representations and warranties made (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller in section 5.1 hereof shall be true and correct in all material respects as if made on and as Buyer’s creditors, (iii) suffered the appointment of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit H attached hereto, certifying to Buyer that all of Seller’s representations and warranties are materially true and correct on and as of the Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date; provided that if Seller’s Closing Certificate includes any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) days and receiver to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed) without material adverse exception. If requested, Buyer shall cooperate in good faith with Seller in connection therewith. For purposes possession of this section 7.2(b), “material” shall mean any matter that would result in damages ofall, or decrease substantially all, of Buyer’s assets, (iv) suffered the value attachment or other judicial seizure of the Property byall, two percent or substantially all, of Buyer’s assets, (2%v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of the Purchase Price settlement, extension or morecomposition to its creditors generally. (c) On If Buyer is an entity, Buyer has been duly organized, is validly existing and is in good standing in the Closing Datestate in which it was formed, and is qualified to do business in the Title Company shall be irrevocably committed and prepared to issue to Buyer a standard owner’s policy of title insurance, with liability equal to the total purchase price for the Property, insuring Buyer that fee title to state in which the Property is vested in located. If Buyer subject only is an entity, this Agreement has been, and all documents executed by Buyer which are to the Permitted Exceptions be delivered to Seller at Closing will be, duly authorized, executed and the usual preprinted exceptions (the “Title Policy”)delivered by Buyer. (d) On Neither Buyer, nor any beneficial owner thereof: (i) is listed on the Closing Date, Buyer shall have received Tenant Estoppel Certificates executed Specially designated Nationals and Blocked Persons Lists maintained by tenants which OFAC or (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in the aggregate lease at least seventy percent (70%) of the total leased rentable square footage of office space on the Property (collectively, the “Minimum Estoppel Requirement”). In the event Seller cannot for any reason obtain a Tenant Estoppel Certificate from tenants under the Leases sufficient to reach the Minimum Estoppel Requirement, Seller, at its option, may deliver to Buyer a Seller’s estoppel certificate substantially in the form of Exhibit F-2 attached hereto with respect to any tenants such that when combined with the Tenant Estoppel Certificates that were obtained, will satisfy the Minimum Estoppel Requirement. If Seller obtains a Tenant Estoppel Certificate from any such tenant after delivery of such Seller’s estoppel certificate with respect to such tenant, such Seller’s estoppel certificate shall, after delivery thereof to Buyer and as of the date of such Tenant Estoppel Certificate, be void ab initio and shall have no further force or effectOrders. (e) On Buyer has not dealt with any real estate broker or finder in connection with the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by any person shall have been instituted against Buyer that challenges the validity or legality of any purchase of the transactions contemplated by Property from Seller or this AgreementAgreement other than Broker.