Common use of Additional Conditions to Closing Clause in Contracts

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 12 hereof; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closing; and (v) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s Sellers’ representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s Sellers’ representations and warranties set forth in Section 12 hereof; (ii) Seller each of Sellers shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closing; and (v) each Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller Sellers delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller Sellers under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 12 hereof; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closing; and (v) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; and (vii) Lender’s consent to the Loan Assumption shall have been obtained and, without limiting any of Buyer’s rights under this Agreement, the foregoing consent shall meet the following requirements: (1) the same shall be on terms and with documentation that is reasonable in the context of a CMBS assumption; (2) the same shall permit Buyer to assume the Loan without material adverse modification in or addition to any of the economic terms of, or the exposure of liability to Buyer or any guarantor of the entity that takes title to the Property in connection with, the Loan Documents (it being understood that any change in rate, term, extension options, prepayment, amortization, cash management or sweeps or reserves, or expansion of non-recourse carve-outs loans, or any liability or recourse to any person or entity other than the entity that takes title to the Property, shall be deemed to be a material adverse change) or, in the event of such modification, the express, prior approval of such modification by Buyer in its sole and absolute discretion; (3) in no event shall Buyer or any Buyer affiliated guarantor have any personal liability for any event occurring before Closing; and (4) reasonable modifications are made to the transfer provisions to allow certain reasonable requested direct and indirect limited liability company interests (or other equity interests if applicable) of Buyer to be subsequently transferred without notice to or consent by Lender; and (vii) at Closing, Seller shall assign to Buyer all of Seller’s right to all escrow balances or reserves, if any, maintained in connection with the Loan and Seller shall receive a credit from Buyer in the amount of such escrow balances or reserves, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s Sellers’ representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and Seller’s the Seller Closing Certificate Certificates delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s Sellers’ representations and warranties set forth in Section 12 hereof; (ii) Seller Sellers shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy Policies at Closing; and (v) Seller Sellers shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller Sellers delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller Sellers under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 12 hereof; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closing; and (v) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s Sellers’ representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and Seller’s the Seller Closing Certificate Certificates delivered pursuant to Section 9 12 hereof shall not disclose any material qualifications or material changes in Seller’s Sellers’ representations and warranties set forth in Section 12 15 hereof; (ii) Seller Sellers shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, be unconditionally committed to issue the Title Policy Policies at Closing; and (v) Seller Sellers shall have delivered all other documents and other deliveries listed in Section 9 12 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of the Loan Assumption shall not have materially changed from the time such approval was originally granted or such changes shall have been accepted by Buyer; and (x) at Closing, Sellers shall assign to Buyer all of Sellers’ right to all escrow balances or reserves, if any, maintained in connection with the Loan and Buyer shall pay Sellers the amount of the escrow balances or reserves so assigned, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 8(b11(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller Sellers delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller Sellers under any other provision of this Agreement, in which case the terms of Section 11(b14(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation obligations to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 12 hereof, which would have a material adverse effect on the use, operation, value, marketability or financeability of the Property by Buyer; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be unconditionally committed to issue the Title Policy at Closingupon the recordation of the Deed; and (viv) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b)Subsection 8.B., then Buyer shall have no obligation to proceed to Closing or to consummate the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, transactions contemplated hereby. Nothing in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force restrict Buyer’s rights and effect, unless such remedies in the event that the failure of condition any of the foregoing conditions to be satisfied also constitutes a default on the part of by Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also applyhereunder.

Additional Conditions to Closing. It is a condition to Buyer’s 's obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s Sellers' representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and Seller’s the Seller Closing Certificate Certificates delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s Sellers' representations and warranties set forth in Section 12 hereof; (ii) Seller Sellers shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall shall, upon payment of the Purchase Price and performance by Buyer of all of its obligations under this Agreement, be unconditionally committed to issue the Title Policy Policies at Closing; and (v) Seller Sellers shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s 's obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller Sellers delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller Sellers under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.

Additional Conditions to Closing. It is a condition to Buyer’s obligation 's obligations to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s 's representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate the closing certificate delivered pursuant to Section 9 SECTION 8.A.(VI) hereof shall not disclose any material qualifications or material changes in Seller’s 's representations and warranties set forth in Section 12 SECTION 11 hereof, which, in Buyer's sole discretion, would have a material adverse effect on the use, operation, value, marketability or financeability of the Property by Buyer; (ii) Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement no moratorium, statute, order, regulation, ordinance or judgment of any court or governmental agency shall not have terminated during been enacted, adopted, issued or initiated that would materially and adversely affect the Contingency PeriodProperty; (iv) the Property shall be delivered to Buyer at Closing free and clear of any occupants or rights to possession other than the rights of Seller under the Closing Lease; (v) all Contingencies shall have been satisfied or waived in accordance with SECTION 3 hereof; (vi) the Title Company shall be unconditionally committed to issue the Title Policy at Closingupon the recordation of the Deed; and (vvii) Seller shall have delivered all other documents and other deliveries listed in Section 9 SECTION 8.A. hereof; (viii) there shall not have occurred a material adverse change in Seller's financial condition or in its ability to perform its obligations under the Closing Lease; (ix) there shall not have occurred a material adverse change in Guarantor's financial condition or its ability to perform its obligations under the Guaranty; and (x) all other conditions to Buyer's obligations to proceed to Closing which are set forth in this Agreement shall have been satisfied or waived in writing in the manner herein provided. If any condition to Buyer’s 's obligations hereunder is not fulfilled, including any condition not set forth in this Section 8(b)SUBSECTION 7.B., then Buyer shall have no obligation to proceed to Closing or to consummate the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, transactions contemplated hereby. Nothing in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force restrict Buyer's rights and effect, unless such remedies in the event that the failure of condition any of the foregoing conditions to be satisfied also constitutes a default on the part of by Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also applyhereunder.

Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Seller’s representations and warranties hereunder shall be true and correct in all material respects and Seller’s Closing Certificate delivered pursuant to Section 9 hereof shall not disclose any material qualifications or material changes in Seller’s representations and warranties set forth in Section 12 hereof; (ii) Seller shall have performed in all material respects all of its covenants hereunder, which conclusively shall be deemed to have occurred unless Buyer shall have delivered a written notice of default to Seller; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall be have unconditionally committed during the Contingency Period to issue the Title Policy at Closingtogether with such endorsements as required by Buyer in form and substance satisfactory to Buyer, in its sole discretion; (v) Seller shall have delivered estoppel certificates substantially in the form attached hereto as Exhibit C, or in the form required by each Lease (the “Tenant Estoppel”), executed by each tenant under each of the Leases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole and absolute discretion; and (vvi) Seller shall have delivered all other documents and other deliveries listed in Section 9 hereof. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition expressly set forth in this Agreement but not set forth in this Section 8(b), then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Seller under any other provision of this Agreement, in which case the terms of Section 11(b) shall also apply.