Common use of Closing Dates Clause in Contracts

Closing Dates. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet (the “First Closing”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the first Closing takes place being the “First Closing Date”); provided, however, that (i) the First Closing Date shall be no later than December 21, 2012, and (ii) the Parties hereto agree that notwithstanding the time of the First Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licenses.

Closing Dates. The First Closing shall occur on that date which is ten (a10) Subject days after Final Approval of the Entitlements applicable to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet Takedown 1 Lots is obtained (the “First Closing”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the first Closing takes place being the “First Takedown 1 Closing Date”); provided, however, . The Second Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the First Closing Date shall be no later than December 21, 2012, Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Parties hereto agree that notwithstanding the time of the First Takedown 1 Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Takedown 2 Closing Date”); provided, however, . The Third Closing shall occur on that notwithstanding anything date which is ten (10) days after the later to the contrary herein, the Second Closing Date occur of (i) shall not occur prior Final Approval of the Entitlements applicable to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on no that date which is ten (10) days after the later than the earlier to occur of (1i) Final Approval of the first business day following Entitlements applicable to the first day by which Purchaser has obtained the Required CA Takedown 4 Lots and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Required CA Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and FL Contractor Licensesthe Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.

Closing Dates. (a) Subject to the terms and conditions of this Agreement, the The closing of the transactions contemplated by this Agreement with respect to sale and purchase of the First Closing Acquired Balance Sheet Shares (the “"First Closing”") shall commence at 9:00 a.m. EST take place on the first [*] business day following after the satisfaction or waiver date of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), this Agreement or such other later date as the Sellers Corixa and the Purchaser may mutually agree upon or as may be specified in writing accordance with the last sentence of this section (the day on which the first Closing takes place being the “"First Closing Date”"). The closing of the sale and purchase of the Second Closing Shares and the Third Closing Shares (the "Second Closing" and "Third Closing," respectively) shall take place on the [*] business day after the applicable Notice Date or such later date as Corixa and Purchaser may mutually agree or as may be specified in accordance with the last sentence of this section (the "Second Closing Date" and "Third Closing Date," respectively). As used hereinafter, the terms "Closing" and "Closing Date" shall refer to the First, Second or Third Closing and the First, Second or Third Closing Date, as the context requires; providedthe term "Shares" shall refer to the First, howeverSecond and Third Closing Shares collectively or the First, that (i) Second or Third Closing Shares, if and as the First context requires; and the term "Purchase Price" shall refer to the First, Second and Third Closing Purchase Price collectively or the First, Second or Third Closing Purchase Price, if and as the context requires. If for any reason Corixa is unable to satisfy the closing conditions set forth in Section 4 of this -------- * Confidential Treatment Requested. Agreement as of the scheduled Closing Date, then Corixa shall use its best efforts to satisfy such conditions at the earliest practicable date, and the Closing Date shall be no later than December 21, 2012, and (ii) the Parties hereto agree that notwithstanding the time of the First Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship rescheduled to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser Corixa may mutually agree upon in writing specify (the day with at least five (5) business days prior notice to Purchaser) on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to Corixa can satisfy such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licensesclosing conditions.

Closing Dates. The First Closing shall occur on that date which is ten (a10) Subject to the terms and conditions of this Agreement, the closing business days after Seller has provided Purchaser with written notice (a “Closing Notice”) that Final Approval of the transactions contemplated by this Agreement with respect to Entitlements has been obtained for the First Closing Acquired Balance Sheet Takedown 1 Lots (the “First Closing”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the first Closing takes place being the “First Takedown 1 Closing Date”); provided, however, . The Second Closing shall occur on that date which is ten (10) business days after the last to occur of (i) delivery to Purchaser of a Closing Notice for Final Approval of the First Closing Date shall be no later than December 21, 2012, Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Parties hereto agree that notwithstanding the time of the First Takedown 1 Closing Date as described above, and (iii) the completion by Seller of all Finished Lot Improvements for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 Lots previously purchased hereunder by Purchaser (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Takedown 2 Closing Date”); provided, however, . The Third Closing shall occur on that notwithstanding anything date which is ten (10) business days after the last to the contrary herein, the Second Closing Date occur of (i) shall not occur prior delivery to March 29, 2013 if Purchaser has not obtained its contractor licenses in both of a Closing Notice for Final Approval of the States of California and Florida (Entitlements applicable to the “Required CA and FL Contractor Licenses”) prior to such date, Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date and (iii) the completion by Seller of all Finished Lot Improvements for the Lots previously purchased hereunder by Purchaser (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on no later than that date which is ten (10) business days after the earlier last to occur of (1i) delivery to Purchaser of a Closing Notice for Final Approval of the first business day following Entitlements applicable to the first day by which Purchaser has obtained the Required CA Takedown 4 Lots and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless that date which is twelve (12) months after the Takedown 3 Closing Date and (iii) the completion by Seller of whether or not all Finished Lot Improvements for the Lots previously purchased hereunder by Purchaser has obtained any or either (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Required CA Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and FL Contractor Licensesthe Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract. With each Closing Notice, Seller shall provide, or otherwise make available, to Purchaser a copy of the Approved Entitlements to the extent not previously provided to Purchaser.

Closing Dates. (a) Subject to A. The Initial Closing Date shall occur on the terms and conditions of this Agreement, date which is the closing first Trading Day after each of the transactions conditions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet (the “First Closing”) Sections 7 and 8 hereof shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be have either been satisfied or been waived as of by the First Closing), or party in whose favor such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the first Closing takes place being the “First Closing Date”)conditions run; provided, however, that on the Initial Closing Date, the aggregate subscriptions shall be for at least the Minimum Purchase Price. If additional subscriptions and the related Purchase Price are received after the Initial Closing Date, one or more additional Additional Closing Dates may be held; provided that (i) for all Closing Dates, the First aggregate Purchase Price of all Buyers for all such Closing Date Dates shall be no later than December 21, 2012not exceed the Maximum Purchase Price, and (ii) no Closing Date shall be later than the Parties hereto agree that notwithstanding the time Latest Closing Date. B. Each closing of the First purchase and issuance of Purchased Securities shall occur on the Closing Date at the offices of the Escrow Agent. The closings on Additional Closing Dates shall be conducted upon the same terms and conditions as described above, for financial reporting purposes and related measurements herein having a relationship those applicable to the First Initial Closing Date. (i) If the Initial Closing Date does not occur by the close of business on August 31, 2004, then at any time after that date and prior to the date on which the Initial Closing Date occurs, the Buyer may, by written notice to the Escrow Agent (a "Cancellation Notice") with a copy to the Company, request the return by the Escrow Agent to the Buyer of the Purchase Price. Upon the Escrow Agent's receipt of such Cancellation Notice, if the Initial Closing Date has not occurred prior to 5 PM (Eastern Time) of the Trading Day following such receipt by the Escrow Agent, the Buyer shall have no further obligations under this Agreement, including, without limitation, determination the obligation to pay any part of the First Purchase Price, and the Escrow Agent shall return the Buyer's Escrow Funds to the Buyer and the Certificates issued to the Lender being held as part of the Escrow Property to the Company. (ii) If the Escrow Agent receives a Cancellation Notice from a Buyer, but the Initial Closing Acquired Balance SheetDate occurs prior to 5 PM (Eastern Time) of Trading Day following the Escrow Agent's receipt of such Cancellation Notice, the First Closing Purchased AssetsCancellation Notice shall be deemed null and void ab initio. (iii) If, as a result of effective Cancellation Notices received from one or more Buyers (whether such Buyers constitute all Buyers or less than all Buyers), the Excluded AssetsAggregate Purchase Price of all remaining Buyers is less than the Minimum Aggregate Purchase Price, then the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Initial Closing Date shall not occur until the subscription of the Buyer and any Other Buyers who have not issued Cancellation Notices are for at least the Minimum Aggregate Purchase Price. If, as of the Latest Closing Date, the Initial Closing Date has not occurred, this Agreement shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement canceled with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver all Buyers as if each of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licensesthem had timely given a Cancellation Notice.

Closing Dates. (a) Subject to the terms and conditions The date of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet of the purchase and sale of the Takedown 1 Lots shall be the date that is five (5) business days after the parties have completed the list identifying the Punch-List Items have been determined pursuant to Section 5(B), all of which is to occur after Seller provided Purchaser with the Completion Notice, Plat Certification and Takedown Commitment for the Takedown 1 Lots. If substantial completion of the Finished Lot Improvements with issuance of the Completion Notice for the Takedown 1 Lots has not been achieved by the date that is twelve (12) months after the date that the Continuation Notice is delivered to Seller for the Takedown 1 Lots (the “First ClosingTakedown 1 Finished Lot Improvement Deadline”) shall commence at 9:00 a.m. EST on ), then the first business day following the satisfaction or waiver Closing Date of all other applicable conditions to the First Closing obligations may be extended by Seller up to four (4) months after the Takedown 1 Finished Lot Improvement Deadline by written notice from Seller to Purchaser issued prior to the initial Takedown 1 Finished Lot Improvement Deadline. Such date of Closing is herein referred to as the "Takedown 1 Closing Date." The date of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as Second Closing of the purchase and sale of the Takedown 2 Lots (the "Takedown 2 Closing") shall be the date that is nine (9) months after the date that the First Closing), Closing occurs or such other date as the Sellers Seller and the Purchaser may mutually agree upon in writing agree. Such date of Closing is herein referred to as the "Takedown 2 Closing Date." The date of the Third Closing of the purchase and sale of the Takedown 3 Lots (the day on which the first Closing takes place being the “First Closing Date”); provided, however, that (i"Takedown 3 Closing") the First Closing Date shall be no later than December 21, 2012, and the date that is six (ii6) months after the Parties hereto agree date that notwithstanding the time of the First Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), occurs or such other date as the Sellers Seller and the Purchaser may mutually agree upon in writing (agree. Such date of Closing is herein referred to as the day on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licenses."Takedown 3

Closing Dates. The First Closing shall occur on that date which is ten (a10) Subject days after Final Approval of the Entitlements applicable to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet Takedown 1 Lots is obtained (the “First Closing”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the First Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the first Closing takes place being the “First Takedown 1 Closing Date”); provided, however, which Takedown 1 Closing Date is currently estimated to be May 2021. The Second Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the First Closing Date shall be no later than December 21, 2012, Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Parties hereto agree that notwithstanding the time of the First Takedown 1 Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Takedown 2 Closing Date”); provided, however, . The Third Closing shall occur on that notwithstanding anything date which is ten (10) days after the later to the contrary herein, the Second Closing Date occur of (i) shall not occur prior Final Approval of the Entitlements applicable to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on no that date which is ten (10) days after the later than the earlier to occur of (1i) Final Approval of the first business day following Entitlements applicable to the first day by which Purchaser has obtained the Required CA Takedown 4 Lots and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Required CA Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and FL Contractor Licensesthe Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to ninety (90) days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.

Closing Dates. (a) Subject to the terms and conditions The date of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the First Closing Acquired Balance Sheet of the purchase and sale of the Takedown 1 Lots (the “First Takedown 1 Closing”) shall commence at 9:00 a.m. EST on be the first date that is ten (10) business day following days after Purchaser receives Seller’s Completion Notice for the satisfaction or waiver Takedown 1 Lots. If Substantial Completion of all other applicable conditions to the Finished Lot Improvements for the Takedown 1 Lots has not been achieved by the date that is twelve (12) months after the date that the Final Approval of the Entitlements is obtained (the “Takedown 1 Finished Lot Improvement Deadline”), then the Closing Date of the First Closing obligations (the “Takedown 1 Closing Date”) may be extended by Seller up to six (6) months after the Takedown 1 Finished Lot Improvement Deadline by written notice from Seller to Purchaser issued prior to the initial Takedown 1 Finished Lot Improvement Deadline. The Second Closing of the Parties as set forth in Articles 10 purchase and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as sale of the First Closing), or such other Takedown 2 Lots shall occur on that date as which is ten (10) business days after the Sellers later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Purchaser may mutually agree upon in writing Takedown 1 Closing Date (the day on which the first Closing takes place being the “First Takedown 2 Closing Date”); provided, however, that Purchaser shall have the right to terminate this Contract as to the Second Takedown and all subsequent Takedowns and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the First Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The Third Closing of the purchase and sale of the Takedown 3 Lots shall occur on that date which is ten (10) business days after the later to occur of (i) Final Approval of the First Closing Date shall be no later than December 21, 2012, Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Parties hereto agree that notwithstanding the time of the First Takedown 2 Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the First Closing Date, including, without limitation, determination of the First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and First Closing Date shall be deemed to have occurred effective December 1, 2012 (the “Effective Date”). (b) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Takedown 3 Closing Date”); provided, however, that notwithstanding anything Purchaser shall have the right to terminate this Contract as to the contrary hereinThird Takedown and all subsequent Takedowns and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the Second Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The Fourth Closing Date of the purchase and sale of the Takedown 4 Lots shall occur on that date which is ten (10) business days after the later to occur of (i) shall not occur prior Final Approval of the Entitlements applicable to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 3 Closing Date”); provided, however, that Purchaser shall have the right to terminate this Contract as to the Fourth Takedown and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the Third Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that such Closing Date be accelerated, and if Seller is willing to do so in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. The Finished Lot Improvements for the Takedown 2 Lots, the Takedown 3 Lots, and the Takedown 4 Lots shall be Substantially Complete on or before ten (10) business days prior to the applicable Closing (such dates with the Takedown 1 Finished Lot Improvements Deadline are referred to as a “Finished Lot Improvement Deadline”). The Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date, are each subject to extension by Seller, inclusive of extensions resulting from Uncontrollable Events, of up to six (6) months in the same manner as provided above for the Takedown 1 Closing Date. Notwithstanding any other provision herein, any Closing under this Contract must occur on no later than the earlier of (1) the first a Tuesday, Wednesday or Thursday that is a business day following the first day by which Purchaser has obtained the Required CA (a “Permitted Closing Day”), and FL Contractor Licenses, regardless of whether may be extended no more than an additional five (5) days in order to be scheduled on one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either those days of the Required CA week. Furthermore, if any Closing is scheduled to occur on any date from September 15 through September 30, it shall automatically be extended to the next Permitted Closing Day in October, and FL Contractor Licensesif any Closing is scheduled to occur on any date from December 18 through January 5, it shall automatically be extended to the next Permitted Closing Day in January.