Common use of Additional Conditions to Obligations of Sellers Clause in Contracts

Additional Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part in their sole discretion): (i) Except for the representations and warranties set forth in the following clause (ii), all of the representations and warranties of CharterMac and Purchasers contained in this Agreement (considered collectively) and each of such representations and warranties (considered individually) shall be true and accurate in all material respects (provided that any representation or warranty of CharterMac and Purchasers contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall be true and accurate in all respects after giving effect to any such qualification), and (ii) each of the representations and warranties of CharterMac and Purchasers set forth in Section 6.8 (Restricted Common Shares), and 6.9 (SEC Documents; Financial Statements) shall be true and accurate in all 66 respects, in each case of clauses (i) and (ii) both as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date. (b) All of the covenants and obligations that CharterMac and Purchasers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects. (c) The consent or approval of the Persons whose consent or approval shall be required in connection with the transactions contemplated under this Agreement under any Contract of CharterMac, the Purchasers, ARCap, the Fund Entities and their respective Subsidiaries shall have been obtained. (d) Each of the documents required to be delivered pursuant to Sections 2.3(e) through 2.3(g) must have been delivered. (e) Purchasers must have paid the Basic Purchase Price and the ARCap Transaction Costs required to be paid pursuant to Sections 2.3(e) and 2.3(f) (f) CharterMac must have delivered to the Continuing Employees the Restricted Common Shares in the amounts set forth in Schedule VI pursuant to Section 2.3(g). (g) Purchasers shall have executed and delivered the Escrow Agreement and the Escrow Agreement shall be in full force and effect. (h) Purchaser 2 shall have executed and delivered the Amended LLC Agreement. (i) Purchaser 2 and CharterMac shall have executed and delivered the Registration Rights Agreement. (j) Purchaser 2 and CharterMac shall have executed and delivered the Exchange Rights Agreement. (k) CharterMac shall have delivered evidence satisfactory to ARCap of its compliance with Sections 7.11(b) and (c).

Additional Conditions to Obligations of Sellers. The obligations obligation of Sellers each Seller to consummate the transactions contemplated by this Agreement are is subject to the fulfillmentfulfillment or waiver by the Company, on or prior to the Closing Date, of each of the following conditions conditions: (any or all of which may be waived by Sellers in whole or in part in their sole discretion): a) (i) Except for the representations and warranties set forth in the following clause (ii), all of the The representations and warranties of CharterMac Purchaser set forth in Section 5.1 (Organization and Purchasers contained in this Agreement Qualification), Section 5.2 (considered collectivelyAuthorization), Section 5.6 (Access to Funds) and each Section 5.8 (Due Issuance of such representations and warranties (considered individuallyShare Consideration) shall be true and accurate in all material respects (provided that any representation or warranty correct on and as of CharterMac and Purchasers contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall be true and accurate in all respects after giving effect to any such qualification)the Closing Date, and (ii) each of the other representations and warranties of CharterMac and Purchasers the Purchaser set forth in Section 6.8 this Agreement (Restricted Common Shares), and 6.9 (SEC Documents; Financial Statementswithout regard to any “material,” “Purchaser Material Adverse Effect” or other materiality qualifier) shall be true and accurate in all 66 respects, in each case of clauses (i) and (ii) both as of the date of this Agreement correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with ), provided, however, that in the same force event of a breach of a representation and effect as if made on and as warranty of the Closing Date.type described in this Section 7.3(a)(ii) by the Purchaser, the condition set forth in this Section 7.3(a)(ii) shall be deemed satisfied unless the failures of such representations and warranties to be so true and correct, individually or in the aggregate, has had, would have, or would reasonably be expected to have, a Purchaser Material Adverse Effect; (b) All of the Purchaser shall have performed or complied in all material respects with all agreements and covenants and obligations that CharterMac and Purchasers are required to perform or to comply with pursuant to by this Agreement at to be performed or complied with by Purchaser on or prior to the Closing Date (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.Date; (c) The consent or approval of the Persons whose consent or approval shall be required in connection with the transactions contemplated under this Purchase Agreement under any Contract of CharterMac, the Purchasers, ARCap, the Fund Entities and their respective Subsidiaries Deposit shall have been obtained.deposited into the Escrow Account in accordance with Section 9.5 and the Escrow Agreement; (d) Each of From and after the documents required to be delivered pursuant to Sections 2.3(e) through 2.3(g) must date hereof, there shall have been delivered.no change, event, effect or circumstances that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect; (e) Purchasers must The Company shall have paid received a certificate of an executive officer of Purchaser that the Basic Purchase Price and the ARCap Transaction Costs required to be paid pursuant to Sections 2.3(econditions set forth in subsections (a) and 2.3(f)(b) of this Section 7.3 have been satisfied; and (f) CharterMac must Sellers shall have delivered to received on the Continuing Employees Closing Date the Restricted Common Shares in the amounts closing deliverables set forth in Schedule VI pursuant to Section 2.3(g2.5(a). (g) Purchasers shall have executed and delivered the Escrow Agreement and the Escrow Agreement shall be in full force and effect. (h) Purchaser 2 shall have executed and delivered the Amended LLC Agreement. (i) Purchaser 2 and CharterMac shall have executed and delivered the Registration Rights Agreement. (j) Purchaser 2 and CharterMac shall have executed and delivered the Exchange Rights Agreement. (k) CharterMac shall have delivered evidence satisfactory to ARCap of its compliance with Sections 7.11(b) and (c).