MEMBERSHIP UNITS PURCHASE AGREEMENT

Exhibit 10.2

MEMBERSHIP UNITS

PURCHASE AGREEMENT

(Park Plaza II, L.L.C.)

      THIS MEMBERSHIP UNITS PURCHASE AGREEMENT (“Agreement”) is made as of August 9, 2005, by and between PARK PLAZA PARTNERS, L.L.C., a Delaware limited liability company (“Seller”), and COLUMBIA EQUITY TRUST, INC., a Maryland corporation (“Purchaser”).

RECITALS:

     A. Park Plaza II, L.L.C., a Delaware limited liability company (“Owner”), has an interest in certain real property located in Montgomery County, Maryland, commonly known as “Park Plaza II” and legally described in the attached Exhibit A (Land”).

     B. Seller is the sole member of, and owner of one hundred percent (100%) of the limited liability company interest (“Membership Units”) in Owner.

     C. As of the date hereof, Owner owns the following (collectively, the “Subject Property”):

     (1) Ground Lease . The Lessee’s interest under that certain Ground Lease (Park Plaza II) dated as of August 10, 2000 by and between The Trustees Under The Will and of the Estate of James Campbell, Deceased, as Landlord (“Ground Lease Landlord”) and Owner, as Tenant, as amended by that certain First Amendment to Ground Lease dated as of May 1, 2001 by and between Ground Lease Landlord and Owner, and as described in that certain Memorandum of Lease dated August 10, 2000, recorded February 2, 2001 in Liber 18755 at Folio 214, as amended by that certain First Amendment to Memorandum of Lease dated May 1, 2001, recorded May 2, 2001 in Liber 19098 at Folio 109, Clerk’s Office Montgomery County, Maryland (the “Ground Lease”).

     (2) Improvements . (i) certain building structures, improvements and fixtures located on the Land (the “Improvements”), and (ii) certain rights, privileges, servitudes, easements and appurtenances thereunto belonging or appertaining (herein Owner’s interests under the Ground Lease and in the Improvements and all rights, privileges, servitudes, easements and appurtenances belonging or pertaining hereto will be referred to collectively as the “Real Property”).

     (3) Personal Property and Intangibles . Certain equipment and personal property, including without limitation, any maintenance equipment, tools, signs, supplies, appliances, security systems, decorations, furniture, furnishings, machinery and landscaping, used by Owner located at or installed on the Real Property and used solely in the operation of the Real Property, if any, and the right to use the name of the Subject Property and other business or trade names associated with the Subject Property (excluding any names containing the name “Opus”) to the extent the same are assignable (collectively, “Personal Property”).

     (4) Leases . The interest as lessor in and to the leases described on Exhibit B attached hereto and made a part hereof, together with all amendments or modifications thereto, if any (each a “Lease”, collectively, the “Leases”) and any guaranties or other security applicable thereto and all security deposits, advance rental or like payments, if any, held by Seller in connection with the Leases.

     (5) Permits . The interest as owner of the Real Property in and to licenses, permits, authorizations, certificates of occupancy and governmental approvals described on Exhibit C attached hereto and made a part hereof, to the extent the same are assignable and pertain to the Real Property (“Permits”).

     (6) Service Contracts . The interest as owner of the Real Property in and to the existing service and maintenance contracts together with any amendments or modifications thereto, if any, described on Exhibit D attached hereto and made a part hereof (“Service Contracts”) to the extent they are assignable. On or before the Contingency Date (as herein defined) Purchaser shall advise Seller, in writing, of any Service Contracts that Purchaser does not desire to be assigned to and assumed by Purchaser at Closing (as herein defined), and any such Service Contracts shall be terminated prior to Closing if such contracts are terminable at no cost to Seller and, provided that Seller has reasonably sufficient notice to allow for timely termination of such Service Contracts, provided, however that the Common Area Property Management Agreement listed on Exhibit D shall not be terminated. Failure by Purchaser to notify Seller prior to the Contingency Date shall constitute an election by Purchaser to have all of the Service Contracts assigned to and assumed by Purchaser.

     (7) Warranties . The interest in and to all unexpired warranties and guaranties given or assigned to or benefiting Owner, the Real Property or the Personal Property regarding the acquisition, construction, design, use, operation, management or maintenance of the Real Property or Personal Property that are described on Exhibit E attached hereto and made a part hereof (“Warranties”), to the extent the same are in Seller’s possession and assignable without cost to Seller; provided, however, it is understood that the Subject Property does not consist of Owner’s interest in any construction contract between Seller, or Owner and any Opus related entity.

     (8) Plans . A limited license, as hereinafter described, to review and use a copy of the final plans and specifications (excluding shop drawings) relating to the construction of the Improvements in Seller’s possession (“Plans”); provided, however, neither Purchaser nor its successors or assigns may use the Plans for any purpose other than the repair, maintenance or restoration of the Improvements without the prior written consent of Seller, and Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its affiliates from and against any unauthorized use of the Plans, which obligation shall survive Closing. Seller reserves the right to use the Plans for any purpose.

     D. Seller has agreed to transfer and assign the Membership Units to Purchaser and Purchaser has agreed to acquire the Membership Units from Seller (“Transfer”).

     E. This Agreement memorializes the agreement between Seller and Purchaser with respect to the Transfer (including the terms and conditions of the Transfer) and describes certain obligations of Seller and Purchaser that survive the termination of this Agreement or the closing of the Transfer and Seller’s delivery of an assignment of the Membership Units to Purchaser.

     In consideration of this Agreement, Seller and Purchaser agree as follows:

     1.  Transfer. Seller agrees to sell, assign, transfer and convey to Purchaser and Purchaser hereby purchases from Seller all of Seller’s right, title and interest in and to the Membership Units, upon and subject to the conditions and limitations herein contained.

     2.  Purchase Price. Purchaser shall pay to Seller, as consideration for the purchase of the Membership Units, the sum (“Purchase Price”) of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00) as the same may be adjusted as provided below. The Purchase Price shall be payable as follows:

     (a) Balance of Purchase Price. The balance of the Purchase Price, plus or minus prorations and other adjustments, if any, shall be due in cash at Closing, provided that the Earnest Money (defined below) shall be applied to the cash balance. Purchaser shall pay such balance to Seller, by wire transfer of immediately available funds to be received by Seller at or before 2:00 p.m. Eastern Daylight Time on the Closing Date.

     (b) Initial Earnest Money Deposit. Within one (1) business day of the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit the sum of TWO HUNDRED THOUSAND and No/100 DOLLARS ($200,000.00) (the “Initial Earnest Money”) with the escrow department of Chicago Title Insurance Company (“Title Company”) pursuant to an escrow agreement in substantially the form of Exhibit F attached hereto and made a part hereof (the “Escrow Agreement”).

     (c) Additional Earnest Money Deposit. If this Agreement has not been terminated as set forth in Section 3 hereof on or before the Contingency Date, Purchaser shall deposit the additional sum of THREE HUNDRED THOUSAND and NO/100 DOLLARS ($300,000.00) (the “Additional Earnest Money”) with the escrow department of the Title Company within one (1) business after the Contingency Date. Upon such deposit, the Title Company shall issue its written acknowledgment of receipt as required under the Escrow Agreement. The Initial Earnest Money, Additional Earnest Money and Extension Payment (as defined herein), if any, and all interest earnings thereon are collectively referred to herein as the “Earnest Money.” The Title Company will immediately deposit the Earnest Money in accordance with the Escrow Agreement. The Earnest Money shall be paid to Seller at Closing as a credit against the Purchase Price.

     3.  Conditions Precedent to Closing. Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions (“Conditions Precedent”) on or before 5:00 p.m. Eastern Daylight Time, on the date which is thirty (30) days after the date of this Agreement (“Contingency Date”):

     (a) Title/Survey. Within twenty (20) days of the date hereof, Seller will furnish to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the Commitment other than any financing documents) for an ALTA Extended Coverage Leasehold Policy of Title Insurance (Form B-1970) (the “Title Insurance Policy”) in the amount of the Purchase Price issued by the Title Company showing title in Owner and (ii) an updated ALTA as-built survey (“Survey”) for the Real Property. If the Survey discloses survey defects or if the Commitment shows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, within five (5) days after receipt of the Commitment, the underlying title documents and the Survey, specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Notwithstanding anything herein to the contrary, Seller shall have no obligation to correct, cure or remove any Unpermitted Encumbrances.

     (b) Due Diligence Materials; Access. Seller shall, within three (3) business days following execution of this Agreement, deliver to Purchaser true and correct copies of all Leases, Permits, Service Contracts, Warranties, Plans and without duplication of any of the previous items and to the extent they are in possession of the Seller, Owner or the manager of the Subject Property, the items listed on the attached Exhibit K (collectively, the “Property Information”). Seller and Purchaser have or shall concurrently herewith, enter into a Confidentiality and Access Agreement relating to Purchaser’s and Seller’s rights and obligations relating to Purchaser’s review of Confidential Information (as defined therein) and access to the Subject Property.

     (c) If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of the Subject Property or if Purchaser deems, in Purchaser’s sole and absolute discretion, the Subject Property unsuitable for Purchaser’s purposes or for any other reason whatsoever Purchaser elects not to proceed with the transaction contemplated by this Agreement, then Purchaser may terminate this Contract by giving written notice to Seller on or before the Contingency Date, in which case the Earnest Money will be returned to Purchaser and the parties will have no further obligations under this Agreement (except for the return of the Earnest Money and any obligations that specifically survive termination of this Agreement). If Purchaser fails to give any notice on or prior to the Contingency Date, then the Earnest Money shall become nonrefundable as of the Contingency Date and the Closing shall occur ten (10) days following the Contingency Date or such other date mutually agreeable to Purchaser and Seller (the “Closing Date”). Notwithstanding the foregoing, Purchaser shall have the right to extend the initial Scheduled Closing Date thirty (30) days by providing written notice to Seller on or prior to the initial Scheduled Closing Date and depositing an additional sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the “Extension Payment”) with the escrow department of the Title Company as of the initial Scheduled Closing Date and if, and as, extended, such thirtieth (30 ^th ) day shall become the Closing Date. If Purchaser gives notice as provided above, then this Agreement shall terminate, provided if Seller so requests, Purchaser shall execute any document reasonably required by Seller to evidence such termination. Upon such termination, neither party will have any further rights or obligations (other than the obligations of Purchaser set forth in Recital C(8) and Sections 13, 29 and 30 and the indemnity and other obligations of Seller set forth in Sections 13 and 30 which obligations shall survive any termination; such indemnity obligations shall be referred to herein as the “Surviving Indemnity Obligations”) regarding this Agreement or the Subject Property.

     4.  Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof until the Closing Date (as herein defined), Seller shall cause Owner to conduct its business involving the Subject Property as follows, and during such period will (except as specifically provided to the contrary herein):

     (a) Refrain from creating on the Subject Property any easements, encumbrances or liens affecting the Subject Property other than as may be required by any applicable governmental or quasi-governmental authority or by a provider of utility services, and refrain from removing any Personal Property, fixture or equipment; provided, however, nothing herein shall preclude Seller or the Property Manager from replacing any such items in the ordinary course of operating the Subject Property. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement so required by any governmental or quasi-governmental authority or provider of utility services affecting the Subject Property which does not require the consent of Purchaser, and any such easement shall constitute a Permitted Encumbrance.

     (b) Refrain from entering into or amending the Service Contracts, Warranties or Permits (other than Leases which are governed by 4(d) below) regarding the Subject Property (other than contracts in the ordinary course of business which are cancelable by Owner without penalty within thirty (30) days after giving notice thereof) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed given if Purchaser does not object to Seller’s request for approval within five (5) business days.

     (c) Operate, maintain, repair and insure the Subject Property in a commercially reasonable manner consistent with the existing operation, maintenance, repair and insurance of the Subject Property and deliver the Subject Property as of the Closing substantially in the condition it is in of the date hereof, ordinary wear and tear, and damage by fire or other casualty excepted.

     (d) Except as expressly provided herein, from and after the date hereof (provided that this Agreement has not been terminated), Seller shall refrain from amending the existing Leases without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to interfere with the administration by Seller of the existing Leases as required by the terms of such Leases. In addition, from and after the date hereof (provided that this Agreement has not been terminated), except as expressly provided herein, Seller shall not permit Owner to enter into any new leases with respect to the Real Property (each a “Proposed New Lease”), without Purchaser’s written approval, as provided in this Section 4(d). Seller shall furnish Purchaser with a true and correct copy of any Proposed New Lease into which Owner desires to enter and such financial information with respect to the proposed tenant as Seller has in its possession. Purchaser shall have three (3) business days from receipt of such amendment or Proposed New Lease to approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such amendment or Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid three (3)-business day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and Purchaser’s agreement to approve such amendment or Proposed New Lease if such conditions are satisfied. All costs of tenant improvements and leasing commissions with respect to any lease of the Real Property executed between the date of the Agreement and the Closing Date shall be paid by Seller.

     (e) Promptly provide Purchaser with copies of all written notices delivered or received under the Leases.

     (f) Promptly provide Purchaser a copy of any notice of litigation received by Seller that may materially and adversely affect the ownership or operation of the Subject Property.

     5.  Representations by Seller. As used in this Agreement, the phrase “to Seller’s knowledge” or words of similar import shall mean the actual knowledge of Peg Bowden and Russ Golobich, without independent investigation or inquiry. Subject to the foregoing, Seller represents to Purchaser as follows:

     (a) Authority. Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware; Seller has the requisite power and authority to enter into and perform this Agreement, the Closing Documents (as herein defined) to which it is a party; such documents have been duly authorized by all necessary action on the part of Seller and have been or will be duly executed and delivered; such execution, delivery and performance by Seller of such documents will not conflict with or result in a violation of Seller’s or Owner’s organizational documents, or any judgment, order, or decree of any court or arbiter to which Seller or Owner is a party; and such documents are valid and binding obligations of Seller, and are enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, creditor’s rights and other similar laws. Each individual executing this Agreement on behalf of Seller is duly authorized to do so.

     (b) FIRPTA. Neither Seller nor Owner is a “foreign person,” “foreign partnership,” “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code.

     (c) Proceedings. To the knowledge of Seller, there is no action, litigation, investigation, condemnation or proceeding of any kind pending or, to the knowledge of Seller, threatened against Seller or Owner which would have a material and adverse affect on the ability of Seller to perform its obligations under this Agreement, or related to the Subject Property or the Leases other than as disclosed to Purchaser in writing.

     (d) Leases and Ground Lease .

     (e)  Blocked Persons . Seller has not received written notice that either Seller or Owner is:

     (f) Bankruptcy . Neither Seller nor Owner is the subject of, and neither has received any written notice of or threat that either of them has or will become the subject of, any reorganization, liquidation, dissolution, receivership or other action or proceeding under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., or any other federal, state or local laws affecting the rights of debtors and/or creditors generally, whether voluntary or involuntary and including, without limitation, proceedings to set aside or avoid any transfer of any interest in property or obligations, whether denominated as a fraudulent conveyance, preferential transfer or otherwise, or to recover the value thereof or to charge, encumber of impose a lien thereon.

     (g) Service Contracts . Exhibit D attached hereto is a complete list of all current Service Contracts which list includes the names of the contracting parties, the dates of the Service Contracts and a listing of all amendments to such Service Contracts.

     (h) Condemnation . Seller has no knowledge of nor has it received any written notice of any pending or contemplated condemnation proceedings affecting all or any part of the Subject Property.

     (i) Accuracy of Documents . All documents and records to be delivered comprising the Property Information are true, correct and complete copies of the documents and records purported to be delivered thereunder.

     (j) Title to Membership Units . Seller is the record and beneficial owner of all of the Membership Units. The Membership Units constitute 100% of all of the outstanding Membership Units of Owner free and clear of all right, claim and interest of others.

     (k) Status of Owner . That certain Certificate of Formation of Owner filed January 24, 2001, with the Office of the Secretary of State of Delaware, and that certain Limited Liability Company Agreement of Owner dated as of April 12, 2000, delivered to Purchaser, are true and correct and have not been modified or amended, except as set forth in the Owner Disclosure Schedule attached as Exhibit H (“Owner Disclosure Schedule”). Except for said Certificate of Formation of Owner and said Limited Liability Company Agreement of Owner, there are no other agreements of any type or kind with respect to voting or control of Owner or with respect to issuance of additional membership interests in Owner.

     (l) Subsidiaries . Owner has no subsidiaries, and Owner has no investments or other interests in (including advances to) any other business, person or venture.

     (m) Financial Statements . Seller has furnished Purchaser with copies of the balance sheet of Owner as of June 30, 2005, and the related statement of earnings for the period ending on such date (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (a) are in accordance with the books and records of Owner, (b) present fairly (i) the assets, liabilities and financial condition of Owner as of such date, and (ii) the results of operations for the period covered thereby, and (c) have been prepared on a tax basis consistent with that of preceding years. Since the date of the Financial Statements, there has not been any material adverse change in the financial condition, business, properties or results of operations of Owner.

     (n) Actions by Owner Since the Date of the Financial Statements . Except as set forth in the Owner Disclosure Schedule, since the date of the Financial Statements, Owner has not:

     (o) Liabilities . Except as set forth on the Owner Disclosure Schedule, Owner has no debts, liabilities, or obligations of, or claims of any kind or character, whether accrued, absolute or contingent (“Liabilities”) other than (i) Liabilities reflected on the Financial Statements and (ii) Liabilities expressly contemplated by Section 5(n).

     (p) Compliance with Legal Requirements . To the knowledge of Seller, except as set forth on the Owner Disclosure Schedule, Owner is in material compliance with all applicable laws, ordinances, rules, regulations, orders and requirements of all governmental authorities relating to, or regulating, the activities of Owner.

     (q) Title to Property . To Seller’s Knowledge, Owner has good and marketable title to all of the Subject Property free and clear of any security interests, claims, liens (including tax liens for taxes that are past due and delinquent), or encumbrances whatsoever, except as set forth as exceptions in the Commitment. As of the date hereof, there are no unpaid bills incurred by the Seller or the Owner for work performed upon or materials delivered to the Real Property by or on behalf of the Seller or the Owner for the construction or improvement of the Real Property, except for those incurred and to be paid by Seller or Owner in the ordinary course of business. Owner does not own or have any interest in any real estate, except the Real Property.

     (r) Certain Property Obligations . As of the date hereof: (a) all payments, levies, dues, charges, assessments and other amounts (except for real estate taxes, special assessments and front foot benefit or private utility charges not yet due and payable) which are payable on or before the date hereof under the documents and instruments referred to in the Commitment, and any other unrecorded documents, agreements, and instruments affecting the Subject Property (“Title Documents”) which, to Seller’s knowledge, exist, are paid in full (except for financings of record and insurance premiums), and (b) to Seller’s Knowledge, there are no existing defaults or violations affecting the Subject Property or the obligations of the Owner under the Title Documents.

     (s) All Contracts . Seller has furnished to Purchaser copies of all contracts and agreements to which Owner is a party relating to the Subject Property that are currently in effect (except for financing documents and insurance policies); and all such contracts and agreements, except the Leases and the Service Contracts, are identified in the Commitment.

     (t) Litigation . The Owner Disclosure Schedule describes each action, suit, litigation, judicial proceeding or governmental investigation (collectively, the “Actions”) to which Owner has been a party at any time. There are no Actions pending, or to Seller’s Knowledge, threatened, against or relating to the business of Owner or involving any of its property which, if adversely determined, could reasonably (in Seller’s opinion) be expected to have a material adverse effect on Owner. Except as described in the Owner Disclosure Schedule, Owner does not currently have pending, and is not considering, any litigation or the pursuit of any rights or remedies that may be available against any third parties relating to the business of the Owner or involving any of its property.

     (u) Tax Matters . Except as set forth on the Owner Disclosure Schedule:

     (v) Prior Activities of Owner . Owner has not, directly or indirectly, engaged in any business or activity other than owning the Property and those businesses and activities incidental thereto.

     (w) Binding Effect: Approvals and Consents . Seller’s execution and delivery of this Agreement and performance of the transactions contemplated hereby will not result in a breach or violation by Owner or Seller of, or constitute a default by Owner or Seller under, any agreement or instrument to which Owner or Seller is a party or by which any of its properties are bound, or the Certificate of Formation of Owner, or any statute, judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority.

     (x) Insurance . Owner currently maintains insurance of the types, in the amounts and insuring against the risks as set forth in the Owner Disclosure Schedule. Seller and Purchaser acknowledge and agree that all policies of insurance currently held by Owner will be cancelled or Owner will be removed as an insured or beneficiary thereunder at Closing as provided in Section 9(k) hereof.

     (y) Employee Benefit Plans and Pension Matters . Owner has no pension, profit sharing, retirement, life insurance, medical, disability, dental or health plans, death benefit plans, deferred compensation plans, stock option, bonus or other incentive plans, vacation benefit plans, severance plans, or other employee benefit plans of any type whatsoever, including, without limitation, any pension plan or welfare plan as defined in Section 3(2) and Section 3(1), respectively, of the Employee Retirement Income Security Act of 1974.

     (z) Employees . Owner has no employees.

For purposes of this Section 5 , the following capitalized terms shall have the following meanings:

     “ Tax ” or “ Taxes ” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, real estate taxes, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever involving Owner, including any interest, penalty or addition thereto, whether disputed or not.

     “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

6. Representations by Purchaser and Other Matters .

     (a) Representations by Purchaser. Purchaser represents to Seller as follows:

     (b) Other Matters. The representations of Seller and Purchaser contained in this Agreement shall survive Closing; provided, however, (i) any cause of action of Purchaser against Seller by reason of a breach or default of any of the representations in Section 5 set forth herein or in any certificates executed by Seller pursuant to Section 8(a) below or in any Closing Documents or Purchaser’s and Seller’s Closing Documents that Seller is a party to shall automatically expire as of the date which is twelve (12) months after the Closing (the “Warranty Expiration Date”), except that the same shall not expire as to any such breach or default as to which Purchaser has given written notice to Seller of a claim for any such breach or default prior to the Warranty Expiration Date, (ii) Seller’s total liability for any breach or breaches of its representations in Sections 5(a)-(i) , (q)-(t) , (v) and (w) set forth herein shall in no event exceed $1,100,000.00 in the aggregate, which liability limit shall survive Closing, and (iii) Seller shall not have any liability whatsoever to Purchaser with respect to any breach or breaches by Seller of any of its representations in Section 5 set forth herein, if, prior to Closing, Purchaser obtains knowledge by virtue of a written document or report received on or prior to the Closing Date of a fact or circumstance, the existence of which would constitute a breach of Seller’s representations in Section 5 set forth herein.

Among other things, for purposes hereof, Purchaser shall be deemed to have knowledge of any fact or circumstance set forth in any environmental assessments, engineering reports, Estoppel Certificate (as defined in Section 7(b)(v) hereof) or other written materials reviewed or received by Purchaser on or prior to the Closing Date. Seller’s representations in Section 5 set forth herein shall be deemed automatically modified to the extent that any information contained in any environmental assessments or engineering reports or other written materials reviewed or received by Purchaser prior to the Closing Date is inconsistent with the matters which are the subject of such representations in Section 5 . Notwithstanding the foregoing, Seller shall not have any liability with respect to any breach to the extent the loss sustained by Purchaser as a result thereof does not exceed $25,000.00 in the aggregate, provided, further if any such loss exceeds $25,000.00, Seller shall be liable for the total amount of such loss subject to the maximum liability provisions herein contained.

7. Closing .

     (a) Closing Date. The closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur on or prior to the Closing Date, subject to delays occasioned by operation of Section 8(b) , at the office of the Title Company or at such other time and place as the parties may mutually agree.

     (b) Purchaser’s Closing Conditions Precedent. Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions (“Purchaser’s Closing Conditions Precedent”); provided, however that Purchaser shall have the unilateral right to waive any Purchaser’s Closing Conditions Precedent, in whole or in part, by written notice to Seller:

     (c) Seller’s C