Common use of Closing Conditions and Deliveries Clause in Contracts

Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating Partnership: (a) Each of the representations and warranties of the LLC and the Subsidiary contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenant.

Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation (a) The obligations of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership Company to consummate the ----------- Acquisition transactions contemplated by this Agreement shall be subject to the satisfactionfulfillment, on at or prior to the Closing DateClosing, of each of the following conditions, each any of which may be waived in writing by the Operating PartnershipCompany in its sole discretion: (ai) Each of The Shares shall have been delivered to the Company in accordance with Section 3.3. (ii) The representations and warranties of the LLC Seller and the Subsidiary Group contained in this Agreement shall be true and correct in all material respects both when made and as of the Closing Date as though made on Closing, or, in the Closing Date, except for those case of representations and warranties which address matters only that are made as of a particular date (which specified date, such representations and warranties shall be true and correct in all material respects as of such specified date). Each of Seller and Group shall have performed all covenants and agreements required by this Agreement to be performed by it prior to or at the Closing. (iii) The Company shall have received copies of each of the Related Agreements to which it is a party duly executed by each other party thereto. (iv) The Company shall have received the executed share transfer instruction letter referred to in Section 3.3 executed by Seller and Group. (b) Each of the The obligations of the LLC Seller and the Subsidiary Group to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the other Acquisition Documents Closing, of each of the following conditions, any of which may be waived in writing by Group in its sole discretion: (i) The Company shall have been entered by a Governmental Authority paid the Purchase Price to Seller in accordance with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition DocumentsSection 3.2. (eii) The LLC representations and warranties of the Company contained in this Agreement shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects both when made and as of the date Closing, or, in the case of closing showing representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date. The Company shall have performed all covenants and agreements required by this Agreement to be performed by it prior to or at the name of, Closing. (iii) Seller and Group shall have received copies of each of the amount of monthly rental payable, Related Agreements to which either is a party duly executed by each tenant of other party thereto. (iv) Seller and Group shall have received the Real Property, the apartment occupied executed share transfer instruction letter referred to in Section 3.3 executed by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenantCompany.

Closing Conditions and Deliveries. 7.1 Conditions to At the Operating Partnership's Consummation of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating PartnershipClosing: (a) Each Seller shall execute and deliver a Xxxx of Sale and General Assignment and Assumption Agreement, substantially in the form of EXHIBIT B hereto; (b) Seller shall execute and deliver to Purchaser such other bills of sale, endorsements, assignments, certificates of title, any and all other instruments of conveyance and transfer as shall be reasonably requested by Purchaser in order to effectively convey and transfer to Purchaser the Acquired Assets or to evidence such conveyance and transfer, and any other documents as may (in the reasonable judgment of Purchaser or its counsel) be necessary or appropriate in the judgment of Purchaser's counsel to assign, convey, transfer and deliver to Purchaser good and valid title to the Acquired Assets free and clear of any Encumbrances; (c) MOS shall deliver to Purchaser a good standing certificate from the secretary of state of North Carolina, its state of incorporation, dated as of a date that is within five (5) business days of the representations Closing Date; (d) MOS shall deliver to Purchaser a copy of its articles of incorporation and warranties all amendments thereto, and a copy of its bylaws and all amendments thereto, all certified by the LLC secretary of MOS as correct and the Subsidiary contained in this Agreement shall be true and correct in all material respects complete as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents.; (e) The LLC MI and MOS shall have duly executed each deliver to Purchaser a copy of resolutions of each of MI's and delivered MOS's boards of directors (and stockholders if required) approving the Operating Partnership Agreement in substantially Transactions, certified by each of MI's and MOS's secretaries as correct and complete as of the form attached as Exhibit A.Closing Date; (f) The LLC Purchaser and Seller shall execute and deliver a lease agreement with respect to Seller's corporate offices (the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership."LEASE AGREEMENT"); (g) The LLC and Purchaser and/or TOPAC shall deliver the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required amount set forth in Section 1.5(a)(i) by Section 2.1.wire transfer of immediately available funds; and (h) A rent roll (Purchaser shall execute and deliver the "Rent Roll") certified by the LLC to be true and correct in all material respects as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenantLICENSE AGREEMENT.

Closing Conditions and Deliveries. 7.1 6.1 Conditions to Each Party’s Obligations to Effect the Operating Partnership's Consummation Closing. The respective obligations of the ------------------------------------------------------------- Acquisition. The obligation of parties to effect the Operating Partnership to consummate the ----------- Acquisition Closing shall be subject to the satisfaction, fulfillment or waiver on or prior to before the Closing Date, of each of the following conditions: (a) Harbor’s stockholders shall have approved the Equity Incentive Plan pursuant to which Harbor will have reserved for issuance no fewer than 840,000 shares of Harbor Common Stock; (b) The Company and Harbor shall have made all filings with and notifications of governmental authorities and regulatory agencies required to be made in connection with the execution and delivery of this Agreement, each the performance of the transactions contemplated hereby and the continued operation of the business of the Company subsequent to the Closing. Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions to be consummated at the Closing shall have expired or been terminated. Harbor shall have received copies of all material authorizations, waivers, consents and permits, including any and all material notices, consents and waivers required from applicable governmental authorities and regulatory agencies required to permit the continuation of the business of the Company and the consummation of the transactions contemplated by this Agreement; (c) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Authority which may directly prohibits the consummation of the Closing; (d) There shall be waived by no order or injunction of a court of competent jurisdiction in effect expressly precluding consummation of the Operating Partnership:transactions contemplated hereby, provided that the parties shall use their commercially reasonable efforts to have any such order or injunction vacated or lifted; (e) The Company indebtedness set forth in Section 6.1 of the Disclosure Schedule shall be paid in full and the Company shall be released from any obligations with respect to such indebtedness; (f) Harbor shall have received the Harbor Stockholder Approval; and (g) Holders of not more than nineteen and ninety-nine one hundredths percent (19.99%) of the shares of Harbor Common Stock issued in Harbor’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Harbor Charter. 6.2 Conditions to Obligations of Harbor to Effect the Closing. (a) Each of the representations and warranties of the LLC Company and the Subsidiary Stockholders contained in this Agreement Section 2 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects), in each case, as of the date of this Agreement and as of the Closing Date (as though made on and as of the Closing Date, ); except for those representations or warranties that were made as of a specific date, which representations and warranties which address matters only as of a particular date (which shall be correct in all material respects have been true as of such date); and the Company and the Stockholders shall have delivered, or caused to be delivered on their behalf, to Harbor a certificate of the Company’s President and Chief Financial Officer and of the Stockholders’ Representative on behalf of the Stockholders to such effect dated as of the Closing Date and signed by such persons. (b) Each of All covenants contained in this Agreement to be complied with by the obligations of the LLC Company and the Subsidiary to be performed by it Stockholders on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects, and Harbor shall have received a certificate of the Company to such effect dated as of the Closing Date and signed by a duly authorized officer of the Company. (c) All Consents The Company shall have been obtainedobtained all material consents, waivers, approvals and authorizations set forth in Section 2.2 of the Disclosure Schedule, except for such consents, waivers, approvals and authorizations the failure of which to obtain would not be reasonably expected to have a Material Adverse Effect on the Company. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents There shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging Material Adverse Effect on the Company since the date of this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition DocumentsAgreement. (e) The LLC All agreements listed on Section 2.2(a) and Section 2.2(b) of the Disclosure Schedule shall have duly executed been terminated and delivered have no further force or effect other than those agreements that are not marked on Section 2.2(a) and Section 2.2(b) of the Operating Partnership Agreement in substantially Disclosure Schedules as being terminated concurrently with the form attached as Exhibit A.Closing, with respect to which consent shall have been obtained pursuant to Section 6.2(c). (f) The LLC and the Subsidiary Each Rollover Stockholder shall have tendered executed and delivered a Letter Agreement in the form of Exhibit H attached hereto and an Award Agreement reasonably satisfactory to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating PartnershipHarbor. (g) The LLC and Each of the Subsidiary Stockholders identified in Section 6.2(h) of the Disclosure Schedule shall have tendered to executed a Non-Compete and Non-Solicitation Agreement in the Operating Partnership all documents and the Membership Interest required by Section 2.1.form attached hereto as Exhibit I. (h) A rent roll Each of the Stockholders shall have executed a Stockholder Release in the form attached hereto as Exhibit B (the "Rent Roll"“Stockholder Releases”). (i) certified Harbor shall have received an opinion of counsel from Xxxxxxx Procter LLP in the form attached hereto as Exhibit J. (j) The Employment Agreement, dated as of December 31, 2003, by and between the LLC Company and Xxxx X. Xxxxxx, shall have been extended for one (1) additional year, through December 31, 2008. 6.3 Conditions to Obligations of the Company and the Stockholders to Effect the Closing. (a) Each of the representations and warranties of Harbor contained in Section 3 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality, which representations and warranties as so qualified shall be true in all respects), in each case, as of the date of closing showing this Agreement and as of the name ofClosing Date (as though made on and as of the Closing Date); except as would not, delay, hinder or prevent the consummation of the transactions contemplated by this Agreement by Harbor; and Harbor shall have delivered to the Company and the Stockholders a certificate of Harbor’s Chief Executive Officer and Chief Financial Officer to such effect dated as of the Closing Date and signed by such officers. (b) All covenants contained in this Agreement to be complied with by Harbor on or before the Closing shall have been complied with in all material respects, and the amount of monthly rental payable, by each tenant Company and the Stockholders shall have received a certificate from Harbor to such effect dated as of the Real PropertyClosing Date and signed by a duly authorized officer of Harbor. (c) Immediately prior to the Closing, Harbor shall be in compliance with the reporting requirements under the Exchange Act and all of the shares of Harbor Common Stock issued or issuable pursuant to the terms of this Agreement shall be listed for trading on the AMEX. (d) The Company and the Stockholders shall have received an opinion of counsel from Xxxxx, Xxxx & X’Xxxxxxxx, P.C. in the form attached hereto as Exhibit K. 6.4 Deliveries by Harbor to the Company and the Stockholders. At the Closing, Harbor shall have delivered, or shall have caused to be delivered, to the Company and the Stockholders, as the case may be, all in form and substance reasonably satisfactory to the Company and the Stockholders’ Representative, the apartment occupied following: (a) A wire transfer of immediately available funds by Harbor to the Stockholders in an aggregate amount equal to the portion of the Cash Purchase Price payable at the Closing (allocated among the Stockholders and the Warrant Holders as set forth on Schedule A-2 attached hereto); (b) A wire transfer of immediately available funds by Harbor to the Escrow Agent on behalf of the Stockholders in respect of their escrow obligations pursuant to Section 1.10 equal to the Escrow Amount; (c) A wire transfer or transfers of immediately available funds by Harbor or the Company for all of the Selling Expenses to the extent not paid prior to the Closing Date; (d) Stock certificates evidencing the Harbor Common Stock issued to the Rollover Stockholders in exchange for the Rollover Shares; (e) The Registration Rights Agreement executed by Harbor; (f) The Escrow Agreement executed by Harbor and the Escrow Agent; (g) Certificates issued by the tenantSecretary of State of the State of Delaware certifying that (i) Harbor has legal existence and is in good standing, and (ii) the copy of the Harbor Charter attached thereto is true and correct; (h) A certificate executed by the Secretary of Harbor certifying (i) the names of the officers of Harbor authorized to sign this Agreement and the other agreements, documents and instruments executed by Harbor pursuant hereto, together with the true signatures of such officers and (ii) copies of consent actions taken by the Harbor Board authorizing the appropriate officers of Harbor to execute and deliver this Agreement and all agreements, documents and instruments executed by Harbor pursuant hereto, and to consummate the transactions contemplated hereby and thereby, including, without limitation: (A) the approval of the Put Right; and (B) upon exercise of the Put Right, the date issuance of Harbor Common Stock into which the Retained Shares are exchangeable; (i) The opinion of counsel of Xxxxx, Xxxx & X’Xxxxxxxx, P.C.; and (j) Such other supporting documents and certificates as are required pursuant to which rent has been paidthe terms of this Agreement. 6.5 Deliveries by the Company and the Stockholders to Harbor. At the Closing, the Company and the Stockholders, as the case may be, shall have delivered, or shall have caused to be delivered, to Harbor, all in form and substance reasonably satisfactory to Harbor, the following: (a) The Registration Rights Agreement executed by those Stockholders who are either (i) Continuing Stockholders or (ii) any advance payment recipient of rentone percent (1%) or more of the Company’s outstanding Common Stock pursuant to the Management Equity Transfers, should they occur, and any other recipient of shares of Common Stock of Elmet pursuant to the amount Management Equity Transfers who is an Affiliate of any escrowHarbor immediately following the Closing Date; (b) The Escrow Agreement executed by the Company, the Stockholders’ Representative and the Escrow Agent; (c) Stock certificates evidencing the Company Shares (other than the Retained Shares) and certificates, if any, representing the Company Warrants, in each case duly endorsed or security deposit presented with stock powers or other documents complying with Section 1.1; (d) Certificates issued by the Secretary of State of the tenantState of Delaware certifying that (i) the Company has legal existence and is in good standing, and (ii) the copy of the Company Charter attached thereto is true and correct; (e) A certificate executed by the Secretary of the Company certifying (i) the names of the officers of the Company authorized to sign this Agreement and the other agreements, documents and instruments executed by the Company pursuant hereto, together with the true signatures of such officers and (ii) copies of consent actions taken by the board of directors of the Company authorizing the appropriate officers of the Company to execute and deliver this Agreement and all agreements, documents and instruments executed by the Company pursuant hereto, and to consummate the transactions contemplated hereby and thereby; (f) The Rollover Stockholder Letter Agreements and the Award Agreements; (g) The Stockholder Releases; (h) The opinion of counsel of Xxxxxxx Procter LLP; (i) Resignations of each of the directors of the Company, other than Xxxx X. Xxxxxx; (j) Originals of all minute books, stock transfer books and other corporate records of the Company; and (k) Such other supporting documents and certificates as are required pursuant to the terms of this Agreement.

Closing Conditions and Deliveries. 7.1 Conditions Upon satisfaction or waiver by the party sought to be benefited thereby of the conditions and deliveries set forth in this Section 2.2, the Closing shall occur. (a) At or prior to the Operating PartnershipClosing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Debenture with a principal amount equal to such Purchaser's Consummation Subscription Amount, registered in the name of such Purchaser; (ii) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 40% of such Purchaser's Subscription Amount divided by the Closing Price with a term of exercise of 5 years and an exercise price per Warrant Share equal to the Closing Price, subject to adjustment therein; (iii) a legal opinion of Company Counsel, in the form of EXHIBIT E attached hereto, addressed to the Purchasers; (iv) the Registration Rights Agreement duly executed by the Company; (v) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser's pro-rata portion of 8,500,000 (calculated based on such Purchaser's Subscription Amount and the aggregate Subscription Amount of all Purchasers) with an exercise price per Warrant Share equal to $5 subject to adjustment therein; and (vi) this Agreement duly executed by the Company. (b) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) such Purchaser's Subscription Amount by wire transfer to the instructions set forth on ANNEX 1 attached hereto; (ii) this Agreement duly executed by such Purchaser; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) All representations and warranties of the ------------------------------------------------------------- Acquisition. The obligation other parties contained herein shall remain true and correct as of the Operating Partnership Closing Date and all covenants of the other party shall have been performed; (d) There shall have been no Material Adverse Effect (as defined in Section 3.1(b) hereof) with respect to consummate the ----------- Acquisition Company since the date hereof; (e) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be subject terminated prior to the satisfactionClosing), on or and, at any time prior to the Closing Date, of each of trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the following conditionsPrincipal Market, each of which may be waived nor shall a banking moratorium have been declared either by the Operating Partnership: (a) Each of the representations and warranties of the LLC and the Subsidiary contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date)United States or New York State authorities. (b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenant.

Closing Conditions and Deliveries. 7.1 Conditions to the Operating PartnershipPurchaser's Consummation of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership Purchaser to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating PartnershipPurchaser: (a) Each of the representations and warranties of the LLC and the Subsidiary Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiary Seller to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding Action shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC Seller shall have duly executed and delivered tendered to the Operating Partnership Agreement in substantially Purchaser all documents which the form attached as Exhibit A.Seller is required by Section 8.2(a) to deliver to the Purchaser. (f) The LLC and the Subsidiary Seller shall have tendered delivered to Purchaser a release, in form and substance reasonably satisfactory to the Operating Partnership Purchaser, executed by the Seller and Julixx X. Xxxxxxx (xxe "Releasors") in favor of the Company and Squirrel releasing them from any and all documents manner of actions, causes of actions, suits, proceedings, debts, dues, profits, expenses, contracts, damages, claims, demands and liabilities whatsoever, in law or in equity, which the LLC and Releasors ever had, now have, or may in the Subsidiary are required future have against the Company and/or Squirrel for or by Section 6.8 reason of any matter, cause or thing whatsoever done or omitted to deliver be done by the Company or Squirrel up to the Operating PartnershipClosing Date other than in respect of obligations of the Company or Squirrel to the Releasors arising in respect of: (i) ongoing obligations to the Seller agreed to in writing by the Purchaser pursuant to this Agreement or otherwise; (ii) liability to Seller arising under or pursuant to this Agreement; (iii) any obligations of the Company or Squirrel pursuant to indemnities granted by them to officers and directors of the Company or Squirrel who are or were also officers or directors of Seller in connection with their acts as directors or officers of the Company or Squirrel, provided that such indemnities shall be ineffective in respect of any act or omission which would render any representation or warranty given hereunder untrue or inaccurate. (g) The LLC and the Subsidiary shall have tendered 7.2 Conditions to the Operating Partnership all documents and Seller's Consummation of the Membership Interest required Acquisition. The obligation of the Seller to consummate the Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by Section 2.1.the Seller: (ha) A rent roll (Each of the "Rent Roll") certified by representations and warranties of the LLC to Purchaser contained in this Agreement shall be true and correct in all material respects as of the date Closing Date as though made on the Closing Date. (b) Each of closing showing the name ofobligations of the Purchaser to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated hereby shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Action shall have been instituted by any Governmental Authority challenging this Agreement or the amount of monthly rental payable, Acquisition or the other transactions contemplated by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, this Agreement and the amount of any escrow, or security deposit of other Acquisition Documents. (e) The Purchaser shall have tendered to the tenantSeller all documents and the payment which the Purchaser is required by Section 8.2(b) to deliver to the Seller.

Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation of the ------------------------------------------------------------- Acquisition. (a) The obligation of the Operating Partnership to consummate the ----------- Acquisition Seller shall be subject to the satisfaction, satisfaction of the following conditions precedent on or prior to and as of the Closing Date, of each of the following conditions, each of which may be waived by the Operating Partnership: (ai) Each of the representations and warranties of the LLC and the Subsidiary Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though if such representations and warranties were made on at and as of the Closing Date, except for those . The representations and warranties which address matters only as of a particular date (which not shall be correct misleading in any material respect, and Purchaser in all material respects aspects shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser in all material aspects prior to or at the Closing; (ii) Seller shall have received Purchaser's closing documents pursuant to Section 6(b) hereof and (iii) Seller and Clarendon Center, L.L.C., a Virginia limited liability company, shall have completed Option Closing as defined in their Agreement of such date)Option, Purchase and Exchange on land to the east of the Property, across from Nortx Xxxxxxxx Xxxxxx containing approximately 95,124 square feet of land area. For the purposes of this Section, a simultaneous Option Closing with Clarendon Center L.L.C. shall be permitted. Purchaser acknowledges that Seller is specifically relying on this condition precedent to its obligation to Close. (b) Each Purchaser's obligation to pay the remaining portion of the obligations Purchase Price shall be subject to the satisfaction of the LLC and the Subsidiary to be performed by it following conditions precedent on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects.Date: (ci) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by representations and warranties of Seller contained in this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects at and as of the date Closing Date as if such representations and warranties were made at and as of closing showing the name ofClosing Date, such representations and warranties shall not be misleading in any material respect, and Seller shall have performed and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller in all material aspects prior to or at the amount Closing Date; (ii) Purchaser shall have received Seller's closing documents pursuant to Section 6(a) hereof; and (iii) The Property shall be delivered to Purchaser free and clear of monthly rental payable, by each tenant of all tenancies and occupancy except for the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, leases set forth in Exhibit H hereto and the amount of any escrow, or security deposit of the tenantPermitted Leases.

Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation a. The obligations of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership Company to consummate the ----------- Acquisition shall be transactions contemplated hereunder are subject to the satisfactionconditions that, on or prior to at the Closing Date, of each of the following conditions, each of which may be waived by the Operating PartnershipSubscription Closing: (a) Each of the i. all representations and warranties of the LLC and the Subsidiary Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Subscription Closing Date as though made on the Subscription Closing Date, (except for those representations and warranties which address matters only that speak as of a particular date (specific date, which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be so true and correct in all material respects as of such specified date; and ii. the date Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied with by the Subscriber at or prior to the Subscription Closing. b. The obligations of closing showing the name ofSubscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing: i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date, other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) (collectively, the “Company Bring-Down Condition”), and the amount Company agrees that consummation of monthly rental payablethe Subscription Closing shall constitute a certification by the Company to the Subscriber that the Company Bring-Down Condition has been satisfied; ii. the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied with by the Company at or prior to the Subscription Closing; iii. no amendment, modification or waiver of the Transaction Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement, unless the Subscriber has consented in writing to such amendment or modification; and iv. no amendment, modification or waiver of one or more of the Other Subscription Agreements (including via side letter or other agreement) that materially benefits one or more Other Subscribers shall have occurred unless the Subscriber has been offered the same benefits. c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing: i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby or the Transactions illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby or the Transactions, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; ii. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares; iii. all conditions precedent to the Transaction Closing set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived as determined by the parties to the Transaction Agreement (other than those conditions which, by each tenant their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, Transaction Closing) and the amount Transaction Closing shall have been or will be scheduled to occur two business days after the Subscription Closing; iv. no suspension of the qualification of the Common Stock for offering or trading in any jurisdiction, or initiation or written threats of any escrowproceedings for any of such purposes, shall have occurred and be continuing; and v. the Shares shall have been approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance. d. Prior to or security deposit of at the tenantSubscription Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation a. The obligations of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership Company to consummate the ----------- Acquisition shall be transactions contemplated hereunder are subject to the satisfactionconditions that, on or prior to at the Closing Date, of each of the following conditions, each of which may be waived by the Operating PartnershipSubscription Closing: (a) Each of the i. all representations and warranties of the LLC and the Subsidiary Subscriber contained in this Subscription Agreement shall be true and correct in all material respects at and as of the Subscription Closing Date as though made on the Subscription Closing Date, (except for those representations and warranties which address matters only that speak as of a particular date (specific date, which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be so true and correct in all material respects as of such specified date; and ii. the date Subscriber shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied with by the Subscriber at or prior to the Subscription Closing. b. The obligations of closing showing the name ofSubscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing: i. all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date, other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) (collectively, the “Company Bring-Down Condition”), and the amount Company agrees that consummation of monthly rental payablethe Subscription Closing shall constitute a certification by the Company to the Subscriber that the Company Bring-Down Condition has been satisfied; ii. the Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription Agreement to be performed or complied with by the Company at or prior to the Subscription Closing; iii. no amendment, modification or waiver of the Transaction Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement, unless the Subscriber has consented in writing to such amendment or modification; and iv. no amendment, modification or waiver of one or more of the Other Subscription Agreements (including via side letter or other agreement) that materially benefits one or more Other Subscribers shall have occurred unless the Subscriber has been offered the same benefits. c. The obligations of each of the Company and the Subscriber to consummate the transactions contemplated hereunder are subject to the conditions that, at the Subscription Closing: i. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby or the Transactions illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby or the Transactions, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; ii. all consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares) required to be made in connection with the issuance and sale of the Shares shall have been obtained or made, except where the failure to so obtain or make would not prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Shares; iii. all conditions precedent to the Transaction Closing set forth in the Transaction Agreement, including the approval of the Company’s stockholders and regulatory approvals, if any, shall have been satisfied or waived as determined by the parties to the Transaction Agreement (other than those conditions which, by each tenant their nature, are to be satisfied by a party to the Transaction Agreement at the Transaction Closing, but subject to satisfaction or waiver by such party of such conditions as of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, Transaction Closing) and the amount Transaction Closing shall have been or will be scheduled to occur two business days after the Subscription Closing; iv. no suspension of the qualification of the Shares or the Topco Shares for offering or trading in any jurisdiction, or initiation or written threats of any escrowproceedings for any of such purposes, shall have occurred and be continuing; and v. the Topco Shares shall have been approved for listing on the New York Stock Exchange (the “NYSE”), subject to official notice of issuance. d. Prior to or security deposit of at the tenantSubscription Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing Conditions and Deliveries. 7.1 Conditions to Upon the Operating Partnership's Consummation mutual satisfaction of the ------------------------------------------------------------- Acquisition. The obligation of conditions in this Section 2.4, at the Operating Partnership to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating PartnershipClosing: (a) Each the Purchaser shall pay the Subscription Proceeds for the Purchased Shares by delivery to Bionik Canada of a certified cheque, bank draft or wire transfer of immediately available funds in the amount of the Subscription Proceeds; (b) the Purchaser shall advance the loan by delivery to Bionik Canada of a certified cheque, bank draft or wire transfer of immediately available funds; (c) Bionik Canada shall issue and deliver to the Purchaser a certificate(s) registered to the Purchaser representing the Purchased Shares; (d) Bionik Canada shall issue and deliver to the Purchaser the Promissory Note; (e) Bionik Canada shall deliver to the Purchaser a certificate of status (or equivalent) of Bionik Canada dated no earlier than the Business Day immediately preceding the Closing Date; (f) each of the Material Agreements shall have been duly executed and delivered by Bionik US and the Purchaser, as applicable, and shall be legally valid and binding and enforceable against each of them, as applicable, in accordance with their terms; (g) the representations and warranties of the LLC Bionik US and the Subsidiary Purchaser contained in this Agreement and the Material Agreements, as applicable, shall be true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct in all respects; (h) Bionik US and the Purchaser have performed, fulfilled or complied with, in all material respects respects, all of their obligations, covenants and agreements contained in this Agreement and the Material Agreements, as of applicable, to be fulfilled or complied with by them at or prior to the Closing Date as though made on Closing; (i) the Closing Date, except for those representations and warranties which address matters only of Bionik Canada contained in this Agreement and the Material Agreement, as of a particular date (which applicable, shall be correct true in all material respects on the Closing Date with the same effect as though such representations and warranties had been made at and as of such date). (b) Each time, other than in respect of the obligations of the LLC representations and the Subsidiary to be performed warranties qualified by it on or before the Closing Date pursuant to the terms of this Agreement, materiality which representations and warranties shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all respects; (j) Bionik Canada has performed, fulfilled or complied with, in all material respects respects, all of its obligations, covenants and agreements contained in this Agreement and the Material Agreements, as applicable, to be fulfilled or complied with by it at or prior to the Closing; and (k) each of the date of closing showing the name ofParties having properly completed, signed and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, delivered any advance payment of rent, and the amount of any escrow, further documentation as required under applicable securities legislation or security deposit of the tenantother regulatory authority.