Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. The obligation of Purchaser to acquire the Property under this Agreement is subject to the satisfaction of the following conditions precedent or conditions concurrent: (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenants, warranties and representations set forth herein shall be true and correct as of the Closing Date; (d) All of the actions by Seller contemplated by this Agreement shall have been completed; (e) There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreement.

Purchaser’s Conditions. The obligation Purchaser shall not be obligated to complete the purchase of Purchaser the Purchased Shares pursuant to acquire the Property under this Agreement is subject to unless, at or before the satisfaction Closing, each of the conditions listed below in this Section 5.1 has been satisfied or waived by the Purchaser, it being understood that the following conditions precedent are included for the exclusive benefit of the Purchaser and may be waived in whole or conditions concurrentin part by the Purchaser: (a) Delivery of Purchaser’s notice to proceed, as provided all representations and warranties contained in Section 3.5; 3.1 (bother than the Fundamental Representations) Delivery that are qualified as to materiality will be true and execution by Seller to Escrow Holder correct in such respect and those not so qualified will be true and correct in all material respects as of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, date of this Agreement and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, Closing Date (except to the extent same are that such representation and warranty expressly speaks as of an earlier date other than the date of this Agreement in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenants, warranties which case such representation and representations set forth herein warranty shall be true and correct as of such earlier date); (b) the Fundamental Representations will be true and correct in all respects as of the Closing Datewith the same effect as though made on and as of the Closing Date (except to the extent that such representation and warranty expressly speaks as of an earlier date other than the date of this Agreement in which case such representation and warranty shall be true and correct as of such earlier date); (c) the Vendor will have performed and complied, and will have caused the Target to have performed and complied, with all of the covenants, terms and conditions in this Agreement to be performed or complied with by such Person at or before the Closing; (d) All since the date of the actions by Seller contemplated by this Agreement Agreement, no Material Adverse Effect shall have been completedoccurred; (e) There no Key Customer or Key Supplier shall be no uncured default by Seller have canceled, terminated, suspended, modified, amended or not renewed its business relationship with the Business or made any written threat, or, to the knowledge of any of the Vendor, oral threat, to the Business that it intends to cancel, terminate, suspend, modify, amend or not renew its obligations under this Agreementrelationship with the Business; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each Purchased Shares will be free of the tenants under the Leasesall Encumbrances; (g) Prior to the expiration respective assets and undertakings of the Inspection PeriodTarget will be free of all Encumbrances, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4except for Permitted Encumbrances; (h) Title Company the Pre-Closing Reorganization shall be irrevocably committed to issue have been effected and completed in accordance with the Title Policy subject to the Permitted Exceptions;memorandum attached as Exhibit A and in accordance with all Applicable Laws; and (i) Seller shall not be the subject Vendor will, and will have caused the Target to, have delivered each of any voluntary the following to the Purchaser on or involuntary proceeding under any federal or state bankruptcy or insolvency law; andprior to Closing: (ji) If share certificates or notices of uncertificated security representing the renovations described Purchased Shares, each duly endorsed for transfer by the Vendor to the Purchaser or accompanied by duly executed share transfer powers of attorney in Section 5.1(efavour of the Purchaser entered into the Books and Records; (ii) have a certificate of compliance or status with respect to the Target and the Vendor, in each case issued by the governing body of the jurisdiction of organization of the Target or the Vendor, as the case may be, as of a date not been completed more than three (3) days prior to the Closing; (iii) a certificate from an officer of the Target certifying: (i) the resolutions of the board of directors of the Target authorizing the Transaction and the entering into of this Agreement and the Ancillary Agreements to which the Target is a party; (ii) the articles and bylaws of the Target; and (iii) the names, positions and signatures of the persons authorized to sign agreements on behalf of the Target; (iv) a certificate from an officer of the Vendor certifying: (i) the resolutions of the board of directors of the Vendor authorizing the Transaction and the entering into of this Agreement and the Ancillary Agreements to which the Vendor is a party; and (ii) the names, positions and signatures of the persons authorized to sign agreements on behalf of the Vendor; (v) resignations, dated as of the Closing Date, of each member of the board of directors of the Target, along with releases from the Vendor, the Principal and each resigning director and officer in favour of the Target and the Purchaser; (vi) the Restrictive Covenants Agreements duly executed by the Vendor and the Principal; (vii) the Employment Agreement duly executed by the Principal; (viii) employment agreements duly executed by each of the Key Employees other than the Principal (the “Executive Employment Agreements”); (ix) the Post-Closing Shareholders Agreement duly executed by the Vendor and the Principal; (x) the Escrow Agreement duly executed by the Vendor; (xi) at least two (2) Business Days prior to the Closing Date, Seller payout letters and Encumbrance release documentation (“Payout Letters”) relating to the repayment of any and all Indebtedness required to be paid at Closing from the applicable creditor in each case in a form and substance satisfactory to the Purchaser; provided that for purposes of this Section 5.1(i)(xi), “Indebtedness required to be paid at Closing” shall include all items of Indebtedness (as defined in Section 1.1), including any intercompany indebtedness or other amounts owing by the Target to the Vendor or any of its Affiliates (including in connection with the Pre-Closing Reorganization) (all of which shall be fully repaid or otherwise extinguished at or prior to Closing), and the Vendor shall deliver Payout Letters in respect of each such item of Indebtedness, regardless of whether such item was disclosed on Schedule 3.1(s)(ii) of the Disclosure Schedule; (xii) the Books and Records of the Target; (xiii) receipt of all consents and delivery of all notices referred to in Schedule 3.1(g)(ii) of the Disclosure Schedule, unless the Purchaser shall have agreed has confirmed in writing on it does not require same for Closing; (xiv) evidence of completion of an audit of Target’s financial statements for the plans fiscal years ending December 31, 2025 and specifications December 31, 2024 by Artesian CPA, LLC (or such other accounting firm selected by the Purchaser in consultation with the Vendor, acting reasonably); (xv) the Target’s financial statements for such work the fiscal years ending December 31, 2025 and December 31, 2024 prepared in accordance with GAAP; (xvi) release from 2307339 Ontario Inc. and 2307336 Ontario Inc. with respect to the obligations of the Vendor under the 2019 Share Purchase Agreement and related agreements; (xvii) evidence satisfactory to the Purchaser that all amounts payable by the Vendor pursuant to the 2019 Share Purchase Agreement have been paid in full and that 2307339 Ontario Inc. and 2307336 Ontario Inc. have provided a full release of any amounts owing thereunder (in addition to the release contemplated by Section 5.1(i)(xvi)); (xviii) evidence satisfactory to the Purchaser that all fees and disbursements of counsel, financial advisors, brokers, consultants and accountants (including all amounts payable to BDO Canada LLP) incurred by the Vendor in connection with the Pre-Closing Reorganization and the form of License AgreementTransaction have been paid in full prior to Closing and that no such amounts remain outstanding or are payable by the Target; and (xix) all other documents required to be delivered by the Target, the Vendor or the Principal pursuant to this Agreement or any Ancillary Agreement or reasonably necessary to give effect to the Transaction.

Purchaser’s Conditions. The (a) On or before 5:00 p.m. on the Purchaser’s Condition Date the Purchaser may conduct (subject to compliance with other relevant provisions of this Agreement) any investigations, inspections, reviews, tests and audits relating to the Subject Assets and all Property Information (including, without limitation, title to the Subject Assets and compliance with Applicable Laws) and the Transaction (collectively referred to herein as the “Due Diligence”) which the Purchaser deems necessary or desirable in its discretion. (b) Notwithstanding any other provisions of this Agreement, the obligation of the Purchaser to acquire complete the Property under Transaction pursuant to this Agreement is subject to the satisfaction of condition that the following conditions precedent Purchaser is satisfied with the Due Diligence in its sole absolute discretion on or conditions concurrent: (a) Delivery of before 5:00 p.m. on the Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments Condition Date. The Purchaser shall be deemed not to be delivered by Seller to Escrow Holder, provided, however, that satisfied with the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance results of the Property, its Due Diligence unless it delivers to the extent same are Vendor on or before 5:00 p.m. on the Purchaser’s Condition Date a written notice in the possession of Seller, shall be held at form attached hereto (with the Property for delivery to relevant details inserted therein) as Schedule E (the “Waiver Notice”) stating that it irrevocably waives the condition contained in this Subsection 2.5(b). If the Purchaser incident fails to Closing; (c) Sellergive the Vendor the Waiver Notice prior to 5:00 p.m. on the Purchaser’s covenantsCondition Date, warranties and representations set forth herein shall be true and correct as of the Closing Date; (d) All of the actions by Seller contemplated by then this Agreement shall have been completed; (e) There automatically terminate at such time and, upon such termination, the Purchaser and the Vendor shall be no uncured default by Seller of any of its released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of this Agreement; (f) Purchaser and the Deposit and all interest earned thereon shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases; (g) Prior be returned to the expiration Purchaser. This provision shall survive the termination of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License this Agreement.

Purchaser’s Conditions. (1) The obligation of Purchaser shall be obliged to acquire complete the Property under this Agreement is subject to the satisfaction Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Date (each of which conditions concurrent:precedent is acknowledged to be for the exclusive benefit of the Purchaser): (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to representations and warranties of each of the extent same are Vendors made in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenants, warranties and representations set forth herein this Agreement shall be true and correct as at the Closing Date with the same effect as if made at and as of the Closing DateDate (except as those representations and warranties may be affected by events or transactions (i) expressly permitted by this Agreement, (ii) that do not have a Materially Adverse Effect and arise in the Ordinary Course of the Business, or (iii) approved in writing by the Purchaser); (db) All the Vendors shall have complied with or performed all of the actions by Seller contemplated by obligations, covenants and agreements under this Agreement shall have been completed; (e) There shall to be no uncured default complied with or performed by Seller the Vendors or either of any of its obligations under this Agreement; (f) Purchaser shall have received, on them at or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth including the Vendors' Closing deliveries specified in Section 153.2, from each to the satisfaction of the tenants under the LeasesPurchaser, acting reasonably; (gc) Prior all Approvals required from all relevant Governmental Authorities to permit the expiration completion of the Inspection Period, Purchaser Transactions shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms been obtained, if any; d) all third party Approvals (except as described in Schedule 43.4(d) shall have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably; (e) all documentation relating to the Transactions is satisfactory to the Purchaser, acting reasonably; f) there shall be no injunction or restraining order issued preventing, and no pending or threatened Claim, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Claim under any Applicable Law; g) Stephane Dube shall have duly executed and delivered the ▇▇▇▇oyment Agreement; h) Title Company Mr. Mathieu Dube and Mrs. Christiane Dube shall be irrevocably committed to issue have delivered a ▇▇▇▇ and f▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Purchaser and the Title Policy Corporation, subject to the Permitted Exceptionspayment of the amount owed by the Purchaser to Mr. Mathieu Dube and Mrs. Christiane Dube under th▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇tter; ▇) ▇▇▇ Distribution Agreement dated March 24, 2004 among Pure Water Technologies Inc. and Bi-Eau Pure shall have been terminated; j) the Vendors and the other parties to the Non-Competition Agreements (iother than the Purchaser and the Corporation) Seller shall have executed and delivered those agreements; k) the Corporation shall have completed the Reorganization in form and substance satisfactory to the Purchaser; l) the Corporation shall be the registered and beneficial owner of, and have good and marketable title to, the Immovable Property, free and clear of any Encumbrances except for Permitted Encumbrances; m) Gestion Leroux shall have obtained full and final release of all ▇▇▇▇mbrances affecting its Purchased Shares, as more fully described in Schedule 4.1(5). (2) If any of the conditions in this Section 3.4(1) shall not be satisfied or fulfilled in full at or before the subject Closing Date to the satisfaction of the Purchaser, acting reasonably, the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either: a) terminate this Agreement by notice in writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Montarvi▇▇▇, ▇▇▇▇▇▇, Canada, J3V ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ 6.1 and 6.2 which shall survive that termination; or b) waive compliance with any such condition in whole or in part by notice in writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Mo▇▇▇▇▇▇▇▇▇, ▇▇▇bec, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreementother condition.

Purchaser’s Conditions. The Purchaser’s obligation of Purchaser to acquire the Property under complete this Agreement transaction is subject to the satisfaction or waiver (if capable of being waived) of the following conditions precedent (the “Purchaser’s Conditions”), each of which is inserted for the Purchaser’s benefit and any or conditions concurrentall of which may be waived in whole or in part by the Purchaser by notice in writing delivered to the Vendor within the times prescribed below. The Purchaser’s Conditions are as follows: (a1) Delivery of Purchaser’s on or prior to the Due Diligence Date, the Purchaser shall have given notice to proceed, as provided the Vendor that it is satisfied in Section 3.5; (b) Delivery its sole and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that absolute discretion with the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance zoning of the Property, to the extent same are in the possession environmental condition of Seller, shall be held at the Property for delivery and the results of all of its other due diligence tests, evaluations, inspections and investigations, including, without limitation, inspection of the materials referred to in Section 2.04, including the Purchaser incident to ClosingCo-Tenancy Agreement, and that it has obtained the Mortgage Approval; (c2) Seller’s covenantson Closing, the representations and warranties and representations of the Vendor set forth herein out in Section 4.01 shall be true and correct as of the Closing Date; (d) All of the actions by Seller contemplated by this Agreement shall have been completed; (e) There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth accurate in Section 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency lawall material respects; and (j3) If on Closing, the renovations described in Section 5.1(e) Vendor shall have not been completed prior delivered to the Closing DatePurchaser all of the items required to be delivered to the Purchaser pursuant to this Agreement and shall have performed and observed, Seller in all material respects, all covenants and agreements of this Agreement to be observed and performed by the Vendor on or before Closing. If any of the Purchaser’s Conditions is not satisfied or waived (if capable of being waived) by the Purchaser in writing by the date specified, then the Purchaser may terminate this Agreement by notice in writing to the Vendor and the Deposit together with accrued interest shall be returned to the Purchaser and, except to the extent that the Vendor can evidence that such non-satisfaction is due to default on the part of the Purchaser, the Vendor and the Purchaser shall have agreed in writing on the plans be released from all further obligations and specifications for such work and the form of License liability under this Agreement.

Purchaser’s Conditions. The obligation of the Purchaser to acquire complete the Property under this Agreement is Purchase Transaction shall be subject to the satisfaction following conditions in favour of the following conditions precedent or conditions concurrentPurchaser: a. On or before 3:00 p.m. on 2016 , (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, “Due Diligence Date” and the leasing and property files and records pertaining period from the Vendor’s acceptance of this offer to day-to-day operationsuch Due Diligence Date being the “Due Diligence Period”), leasing and maintenance the Purchaser being satisfied with the results of its Due Diligence in respect of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenantsb. On Closing, the representations and warranties and representations set forth of the Vendor contained herein shall be true and correct accurate in all material respects as of if given on the Closing Date;; and (d) All c. On or before Closing, the Vendor shall have executed and delivered all closing documents required herein and complied with or performed all of its other covenants and obligations under this Agreement in all material respects. The foregoing conditions have been inserted for the sole benefit of the actions Purchaser and may be waived in whole or in part by Seller contemplated the Purchaser in its sole discretion by written notice to the Vendor by the applicable date and time set forth above for the satisfaction of such conditions. Unless the Purchaser gives written notice to the Vendor by the applicable date and time set forth above that the foregoing conditions have been satisfied or waived, the forgoing conditions shall be deemed not to have been satisfied or waived and this Agreement shall have been completed; (e) There automatically terminate without any further action by either of the parties hereto and the Deposit shall be no uncured default by Seller of any of its obligations under this Agreement; (f) returned to the Purchaser without deduction and without interest and neither the Vendor nor the Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases; (g) Prior any further liability to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreementother hereunder.

Purchaser’s Conditions. The obligation of Purchaser to acquire the Property under this Agreement is subject to the satisfaction 2.1 Each of the following conditions precedent or conditions concurrent: (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery Seller Warranties and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance each of the Property, Promoter Warranties (disregarding any reference to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (cmateriality or Material Adverse Effect contained therein) Seller’s covenants, warranties and representations set forth herein shall be true and correct when made and as of the Closing Date; Completion Date as though made at such date (d) All except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the actions by Fundamental Seller contemplated by Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been completed;obtained in accordance with Appendix 16. (e) There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as 2.5 The Novations set forth in Section 15paragraph (A) (1), from each (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the tenants under Purchaser in the Leases;manner contemplated in Appendix 17. (g) Prior to 2.6 The Brazil JV Interest Purchase Agreements having completed in accordance with their terms. 2.7 The Seller, the expiration Purchaser and the Escrow Agent shall have entered into the CEV Escrow Agreement in accordance with Clause 3.7. *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. 2.8 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Inspection Period, Purchaser shall have received Group as a whole. 2.9 The Final Limited Review Accounts will not show a material adverse difference from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License AgreementDraft Limited Review Accounts.

Purchaser’s Conditions. The obligation of Purchaser to acquire the Property under It is understood and agreed that this Agreement is subject to shall be conditional until 30 days following the satisfaction date of execution and delivery of this Agreement by both parties (the “Conditional Period”) upon the following, which are included for the sole benefit of the following conditions precedent Purchaser, and may be waived by it in whole or conditions concurrentin part: (a) Delivery the Purchaser satisfying itself as to the condition of Purchaser’s the Property and the improvements located thereon and to conduct such searches or investigations as the Purchaser may require (specifically excluding invasive testing, except with the prior written consent of the Vendor). The Purchaser may have access to the Property upon reasonable notice to proceedthe Vendor for the purposes of investigating the condition of the Property, as obtaining appraisals for financing and quotes for work to be completed after Closing, provided in Section 3.5such investigations and inspections do not unreasonably interfere with the occupants of and operations upon the Property. The Purchaser shall promptly repair at its sole cost and expense any damage to the Property caused by such tests, investigations and inspections and shall use its best efforts to minimize disruption to the occupants of and operations upon the Property; (b) Delivery and execution by Seller the Purchaser satisfying itself as to Escrow Holder of all monies, items and other instruments the financial information relating to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, including all income and expenses relating to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to ClosingProperty; (c) Seller’s covenantsthe Purchaser, warranties and representations set forth herein shall be true and correct as of the Closing Date;in its sole discretion, obtaining satisfactory financing; and (d) All the Purchaser, in its sole discretion, satisfying itself as to all Permitted Encumbrances. If the Purchaser is not satisfied with the results of its inspections, or any of the actions items set out in this Section 7, the Purchaser may by Seller contemplated written notice to the Vendor or its solicitors, within the Conditional Period terminate this agreement and the deposit shall be returned to the Purchaser with interest accrued thereon. If the Purchaser is satisfied with the results of its inspections, it shall provide written notice waiving these conditions prior to 5:00 p.m. (Toronto time) on the last day of the Conditional Period. In the event that such notice is not received by the Vendor or the Vendor’s solicitors within the time stipulated above, the conditions shall be deemed not to have been satisfied and this Agreement shall have been completed; (e) There be null and void and the deposit with accrued interest shall be no uncured default by Seller of any forthwith returned to the Purchaser without deduction, and the parties shall be released from all of its liabilities and obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreement.

Purchaser’s Conditions. The obligation of Purchaser to acquire the Property under this Agreement is subject to the satisfaction 2.1 Each of the following conditions precedent or conditions concurrent: (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery Seller Warranties and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance each of the Property, Promoter Warranties (disregarding any reference to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (cmateriality or Material Adverse Effect contained therein) Seller’s covenants, warranties and representations set forth herein shall be true and correct when made and as of the Closing Date; Completion Date as though made at such date (d) All except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the actions by Fundamental Seller contemplated by Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been completed;obtained in accordance with Appendix 16. (e) There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as 2.5 The Novations set forth in Section 15, from each paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the tenants under Purchaser in the Leases;manner contemplated in Appendix 17. (g) Prior 2.6 Such number of Senior Management Contracts as the Parties agree in writing shall have been entered into and not terminated, and such number of Senior Managers shall still be able to work. 2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole. 2.8 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts. 2.9 The Identified *** Assets shall have been transferred to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License AgreementCompany.

Purchaser’s Conditions. The In addition to the condition contained in Section 5.01 hereof, the obligation of the Purchaser to acquire purchase the Property under Purchased Assets as contemplated in this Agreement is subject to the satisfaction conditions stated below which arc for the exclusive benefit of the following conditions precedent Purchaser and all or conditions concurrentany of which may be waived by the Purchaser. If any condition is not satisfied as of the Closing Date, or at such earlier date as is specified, the Purchaser may at its sole discretion terminate this Agreement: (a) Delivery all representations and warranties of Purchaser’s notice to proceed, the Vendor contained in this Agreement shall be true in all material respects as provided in Section 3.5of the Closing Date with the same effect as though made on and as of that date; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, Parent shall have provided a letter consenting to the extent same are Transactions in the possession of Seller, shall be held at the Property for delivery form and substance acceptable to the Purchaser incident to Closingacting reasonably; (c) Seller’s covenants, warranties and representations set forth herein shall be true and correct as of the Closing Date; (d) All of the actions by Seller contemplated by this Agreement Vendor shall have been completed; (e) There shall be no uncured default by Seller of any performed all of its covenants and pre-closing obligations under this Agreement; (fd) Purchaser the Vendor shall have received, on or before five (5) days before delivered to the Closing Date, Tenant Estoppel Certificates, as set forth Purchaser the documents listed in Section 15, Sections 8.02 and 8.06 and such documents shall have been released from each of the tenants under the Leasesescrow; (ge) Prior apart from the claim by Continental in the Continental Inventory in Possession and except as otherwise provided in this Article 5 with respect to the expiration of the Inspection PeriodAppeal Proceedings, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company there shall be irrevocably committed to issue no legal proceedings, either threatened or commenced by any Person against the Title Policy subject to Vendor or the Permitted Exceptions; (i) Seller Purchaser concerning this Agreement, the Purchased Assets or any other matter relating or pertaining thereto and there shall not be no stay order, injunction or restraining order, judicial or administrative, issued by any Person enjoining or preventing the subject of any voluntary Vendor or involuntary proceeding under any federal or state bankruptcy or insolvency lawthe Purchaser from completing the Transactions; and (jf) If the renovations described Vendor shall undertake to file, or cause to be filed, with the Court such certificate as may be necessary to render the Approval and Vesting Order effective in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreementaccordance with its terms.

Purchaser’s Conditions. The respective obligation of each Purchaser to acquire consummate the Property under this Agreement is purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent (any or conditions concurrent: (a) Delivery all of Purchaser’s notice which may be waived by such Purchaser in writing, in whole or in part with respect to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Propertyits Purchased Units, to the extent same are in permitted by applicable Law): (i) Crosstex shall have given each Purchaser at least two (2) Business Days prior written notice of the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to ClosingClosing Date; (cii) Seller’s covenantssince the date of this Agreement, warranties no Crosstex Material Adverse Effect shall have occurred and representations be continuing; (iii) since the date of this Agreement, Chief and its Subsidiaries shall not have experienced a Material Adverse Effect (as defined in the Chief Acquisition Agreement); (iv) Crosstex shall have consummated the Chief Asset Acquisition pursuant to the Chief Acquisition Agreement; (v) each of the conditions set forth herein in Section 2.05(b) of the XTXI Purchase Agreement (other than 2.05(b)(iii)) shall have been satisfied; (vi) the Devon Acquisition shall have been consummated pursuant to the Devon Acquisition Agreement; (vii) Crosstex shall have entered into a revised gas gathering agreement with Devon on terms substantially similar to those discussed with the purchasers; (viii) no notice of delisting shall have been received by Crosstex and a notification form and supporting documentation, if any, related to the Common Units issuable on conversion of the Purchased Units shall have been filed with the NASDAQ; (ix) Crosstex shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Crosstex on or prior to the Closing Date; (x) the representations and warranties of Crosstex contained in this Agreement that are qualified by materiality or Crosstex Material Adverse Effect shall be true and correct as of the Closing DateDate as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (dxi) All of the actions by Seller contemplated by this Agreement Crosstex shall have been completed; (e) There shall delivered, or caused to be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have receiveddelivered, on or before five (5) days before to the Closing DatePurchasers at the Closing, Tenant Estoppel Certificates, as set forth Crosstex’s closing deliveries described in Section 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law2.06; and (jxii) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser Crosstex shall have agreed amended the Partnership Agreement in writing on the plans and specifications for such work and substantially the form attached as Exhibit C hereto, with such changes as the parties hereto agree, to provide for the issuance of License Agreementthe Senior Subordinated Series C Units.

Purchaser’s Conditions. The obligation of the Purchaser to acquire complete the Property under this Agreement is Purchase Transaction shall be subject to the satisfaction following conditions in favour of the following conditions precedent or conditions concurrentPurchaser: a. On or before 3:00 p.m. on 2017 , (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, “Due Diligence Date” and the leasing and property files and records pertaining period from the Vendor’s acceptance of this offer to day-to-day operationsuch Due Diligence Date being the “Due Diligence Period”), leasing and maintenance the Purchaser being satisfied with the results of its Due Diligence in respect of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenantsb. On Closing, the representations and warranties and representations set forth of the Vendor contained herein shall be true and correct accurate in all material respects as of if given on the Closing Date;; and (d) All c. On or before Closing, the Vendor shall have executed and delivered all closing documents required herein and complied with or performed all of its other covenants and obligations under this Agreement in all material respects. The foregoing conditions have been inserted for the sole benefit of the actions Purchaser and may be waived in whole or in part by Seller contemplated the Purchaser in its sole discretion by written notice to the Vendor by the applicable date and time set forth above for the satisfaction of such conditions. Unless the Purchaser gives written notice to the Vendor by the applicable date and time set forth above that the foregoing conditions have been satisfied or waived, the foregoing conditions shall be deemed not to have been satisfied or waived and this Agreement shall have been completed; (e) There automatically terminate without any further action by either of the parties hereto and the Deposit shall be no uncured default by Seller of any of its obligations under this Agreement; (f) returned to the Purchaser without deduction and without interest and neither the Vendor nor the Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases; (g) Prior any further liability to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreementother hereunder.