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

Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part in their sole discretion): (a) the representations and warranties of Purchaser contained in Article V of this Agreement shall be true and correct on the date hereof and 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 the same force and effect as if made on and as of the Closing Date, except to the extent that any failures of such representations and warranties to be so true and correct would not result in a Purchaser Material Adverse Effect; (b) Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Purchaser shall have delivered to the Sellers a certificate executed by an officer of Purchaser that the conditions set forth in paragraphs (a) and (b) above have been satisfied; and (d) Purchaser shall have delivered to the Sellers those items set forth in Section 3.3(a), except for the item set forth in Section 3.3(a)(vii) (it being understood that such item shall not be a condition to Sellers’ obligation to consummate the transactions contemplated by this Agreement).

Additional Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillmentsatisfaction, on as approved by the Closing DateSellers, or waiver by the Sellers, in the Sellers’ sole discretion, of each of the following conditions (any conditions; provided, however, that, no Closing Condition set forth in this Section 8.3 is or all shall be deemed to be a covenant on the part of which may be waived by the Sellers in whole or in part in their sole discretion):Purchaser: (a) all the representations and warranties of the Purchaser contained in Article V of this Agreement shall be true and correct on the date hereof and on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such 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, except to the extent that any failures of such representations and warranties to be so true and correct would not result in a Purchaser Material Adverse Effect); (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser on or before the Closing Date shall have been duly complied with and performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Closing Date; (c) the Seller Representative, on behalf of the Sellers, shall have received a Non-Competition and Non-Solicitation Agreement with respect to each Seller and each Principal (other than The Xxxxxxxx XXXX), in the form attached hereto as Exhibit B, executed by the Purchaser; (d) the Seller Representative, on behalf of the Sellers, shall have received the Consulting Agreements, in the forms attached hereto as Exhibit D, executed by the Purchaser; (e) the Seller Representative, on behalf of the Sellers, shall have received the Escrow Agreement, in the form attached hereto as Exhibit C, executed by the Purchaser; (f) the Seller Representative, on behalf of the Sellers, shall have received the Management Agreement, in the form attached hereto as Exhibit H, executed by the Purchaser; (g) the Seller Representative, on behalf of the Sellers, shall have received the Facility Lease, in the form attached hereto as Exhibit I, executed by the Purchaser; (h) an officer of the Purchaser shall have delivered to the Seller Representative at the Closing a certificate in the form attached hereto as Exhibit P stating that the conditions specified in Sections 8.3(a) and 8.3(b) have been fulfilled by the Purchaser; (i) an officer of the Purchaser shall have delivered to the Seller Representative a certificate in the form attached hereto as Exhibit Q dated the Closing Date and signed by such officer, on behalf of the Purchaser, certifying true and complete copies of the resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement; (j) the Purchaser shall have delivered to the Sellers a certificate executed by an officer wire transfer of Purchaser that immediately available funds the conditions set forth Purchase Price less the Escrow Amount in paragraphs (aaccordance with Section 2.5(a) and (b) above have been satisfied; andhereof; (dk) the Purchaser shall have delivered to the Sellers those items set forth Escrow Agent by wire transfer of immediately available funds the Escrow Amount in accordance with Section 3.3(a)2.5(a) hereof; and (l) the Purchaser shall have delivered to the Real Property Escrow Holder, except at least three (3) Business Days prior to the Closing Date, the following: (i) a portion of the Debt Payoff Amount equal to the amount shown in the Payoff Demands (including per diem interest to the Closing Date) as the amount necessary to pay in full on the Closing Date all Secured Debt, plus an amount equal to the Real Property Escrow Holder’s estimated closing costs; (ii) one (1) counterpart original Lease Assignment for each of the item set forth in Section 3.3(a)(viiReal Property Leases, duly executed and acknowledged by Purchaser; and (iii) one (it being understood that such item shall not be a condition to Sellers’ obligation to consummate 1) counterpart original Non-Disturbance Agreement for each of the transactions contemplated Fee Mortgages, duly executed and acknowledged by this Agreement)the Purchaser.