Extract to table

The Parties intend that the closing of the purchase and sale of the Property under the PSA (the "Closing") shall occur on or about January 30, 2026 (the "Target Closing Date")

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE 1 — DEFINITIONS In addition to terms defined elsewhere in this Assignment, the following terms shall have the meanings set forth below when used herein

Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the PSA or, if not defined in the PSA, in the Operating Agreement

The Deposits (and any interest earned thereon) shall be credited against Fairwater Manager's initial capital contribution to the JV in accordance with the Pre-Formation Expenditure Reimbursement Agreement

Unless and until Seller shall have delivered a written release in favor of Assignor (whether pursuant to the consent attached as Exhibit B or otherwise), Assignor shall remain jointly and severally liable with Assignee for all obligations of the buyer under the PSA arising prior to the Closing Date

Notwithstanding the foregoing, in the event that Seller delivers a written release of Assignor from all obligations under the PSA (whether at or prior to Closing), Assignor's liability under the PSA shall cease and terminate effective as of the date of such release