Common use of Closing; Conditions to Obligations Clause in Contracts

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing.

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing. (c) The following deliveries shall be made at the Closing: (i) the Operating Partnership shall cause to be delivered to the Escrow Agent or its designee the Acquisition Consideration delivered in immediately available funds by check or wire transfer, and (ii) upon receipt of the consideration set forth in clause (i) above and the documents and deliveries required by Section 2.3, the Escrow Agent will release the Closing Documents to the Operating Partnership and deliver to the Grantor the Acquisition Consideration. (d) Notwithstanding any other provision of this Agreement, the Operating Partnership may, in its sole discretion, elect not to consummate the contribution of all or any portion of the Interests as follows: (i) in the event that the Grantor either identifies in its Assignment as defined in and delivered pursuant to Section 2.3(a) a breach of or other exception with respect to any of the representations, warranties or covenants contained in Article III or has otherwise breached this Agreement, or

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing. (c) The following deliveries shall be made at the Closing: (i) the Operating Partnership shall cause to be delivered to the Escrow Agent or its designee (A) the Acquisition Consideration (any cash portion of which shall be delivered in immediately available funds by check or wire transfer), (B) a certificate of the general partner of the Operating Partnership (the "GENERAL PARTNER") certifying that the Grantor has been or will be, effective as of the Closing, admitted as a limited partner of the Operating Partnership and that the Operating Partnership's books and records indicate or will indicate that the Grantor is the holder of the number of OP Units that Grantor is entitled to receive pursuant to Section 1.3, and (C) if such OP Units are to be represented by certificates, a certificate or certificates in the name of the Grantor representing the number of OP Units to which the Grantor is entitled; and (ii) upon receipt of the consideration set forth in clause (i) above and the documents and deliveries required by Section 2.3, the Escrow Agent will release the Closing Documents to the Operating Partnership and deliver to the Grantor the Acquisition Consideration. (d) Notwithstanding any other provision of this Agreement, the Operating Partnership may, in its sole discretion, elect not to consummate the contribution of all or any portion of the Interests as follows: (i) in the event that the Grantor either identifies in its Assignment as defined in and delivered pursuant to Section 2.3(a) a breach of or other exception with respect to any of the representations, warranties or covenants contained in Article III or has otherwise breached this Agreement, or (ii) in the event that all authorizations, consents or approvals of any governmental or administrative agency or authority or any third party necessary in order to consummate the contribution of the Interests, or there exists an order or judgment enjoining, restraining or prohibiting, or assessing substantial damages in respect of such consummation, or there shall be any action or proceeding instituted or threatened in writing to enjoin, restrain, prohibit or assess substantial damages in respect of such consummation, then, the Operating Partnership shall, in lieu of the delivery of the Acquisition Consideration pursuant to clause (c)(i) above, either (x) in the case of an election not to consummate the contribution of all of the Interests, notify the Escrow Agent of such election and direct the Escrow Agent to return the Grantor's Closing Documents to the Grantor, or (y) in all other cases, equitably adjust the delivery with respect to the Grantor pursuant to clause (c)(i) above to reflect the portion of the Grantor's Interests with respect to which the purchase is actually being made(provided, that, in no event shall the Acquisition Consideration, as adjusted hereunder, consist of less than one OP Unit), which adjustment shall be determined in the Operating Partnership's reasonable discretion, and shall in all events be binding upon the Grantor. (e) Except as the result of a default by the Grantor hereunder, if the Closing does not occur within 30 days of the date of the Option Notice, then neither the Operating Partnership nor the Grantor shall have any obligations under the Closing Documents, the Closing Documents shall be deemed null and void ab initio and the Operating Partnership will direct the Escrow Agent to destroy the Closing Documents it holds. This Agreement shall thereafter remain in effect and the Operating Partnership may thereafter exercise the Option again at any time before the Option Termination Date.

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP LLP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing. (c) The following deliveries shall be made at the Closing: (i) the Operating Partnership shall cause to be delivered to the Escrow Agent or its designee (A) the Acquisition Consideration (any cash portion of which shall be delivered in immediately available funds by check or wire transfer), (B) a certificate of the general partner of the Operating Partnership (the "GENERAL PARTNER") certifying that the Grantor has been or will be, effective as of the Closing, admitted as a limited partner of the Operating Partnership and that the Operating Partnership's books and records indicate or will indicate that the Grantor is the holder of the number of OP Units that Grantor is entitled to receive pursuant to Section 1.3, and (C) if such OP Units are to be represented by certificates, a certificate or certificates in the name of the Grantor representing the number of OP Units to which the Grantor is entitled; and (ii) upon receipt of the consideration set forth in clause (i) above and the documents and deliveries required by Section 2.3, the Escrow Agent will release the Closing Documents to the Operating Partnership and deliver to the Grantor the Acquisition Consideration. (d) Notwithstanding any other provision of this Agreement, the Operating Partnership may, in its sole discretion, elect not to consummate the contribution of all or any portion of the Interests as follows: (i) in the event that the Grantor either identifies in its Assignment as defined in and delivered pursuant to Section 2.3(a) a breach of or other exception with respect to any of the representations, warranties or covenants contained in Article III or has otherwise breached this Agreement, or (ii) in the event that all authorizations, consents or approvals of any governmental or administrative agency or authority or any third party necessary in order to consummate the contribution of the Interests, or there exists an order or judgment enjoining, restraining or prohibiting, or assessing substantial damages in respect of such consummation, or there shall be any action or proceeding instituted or threatened in writing to enjoin, restrain, prohibit or assess substantial damages in respect of such consummation, then, the Operating Partnership shall, in lieu of the delivery of the Acquisition Consideration pursuant to clause (c)(i) above, either (x) in the case of an election not to consummate the contribution of all of the Interests, notify the Escrow Agent of such election and direct the Escrow Agent to return the Grantor's Closing Documents to the Grantor, or (y) in all other cases, equitably adjust the delivery with respect to the Grantor pursuant to clause (c)(i) above to reflect the portion of the Grantor's Interests with respect to which the purchase is actually being made(provided, that, in no event shall the Acquisition Consideration, as adjusted hereunder, consist of less than one OP Unit), which adjustment shall be determined in the Operating Partnership's reasonable discretion, and shall in all events be binding upon the Grantor. (e) Except as the result of a default by the Grantor hereunder, if the Closing does not occur within 30 days of the date of the Option Notice, then neither the Operating Partnership nor the Grantor shall have any obligations under the Closing Documents, the Closing Documents shall be deemed null and void ab initio and the Operating Partnership will direct the Escrow Agent to destroy the Closing Documents it holds. This Agreement shall thereafter remain in effect and the Operating Partnership may thereafter exercise the Option again at any time before the Option Termination Date.

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing . (c) The following deliveries shall be deemed made at the Closing: (i) the Operating Partnership shall cause to have occurred only if that portion be delivered to the Escrow Agent or its designee the Acquisition Consideration delivered in immediately available funds by check or wire transfer, and (ii) upon receipt of the net proceeds from consideration set forth in clause (i) above and the Offerings which is to be contributed documents and deliveries required by Section 2.3, the Escrow Agent will release the Closing Documents to the Operating Partnership by and deliver to the Company is sufficientGrantor the Acquisition Consideration. (d) Notwithstanding any other provision of this Agreement, as determined by the Operating Partnership may, in its reasonable sole discretion, elect not to enable consummate the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion contribution of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations Interests as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing.follows:

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the each Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXX, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the each Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP LLP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interestsinterests to be acquired by it, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing. (c) The following deliveries shall be made at the Closing: (i) the Operating Partnership shall cause to be delivered to the Escrow Agent or its designee (A) the Acquisition Consideration, (B) a certificate of the general partner of the Operating Partnership (the "GENERAL PARTNER") certifying that each Grantor has been or will be, effective as of the Closing, admitted as a limited partner of the Operating Partnership and that the Operating Partnership's books and records indicate or will indicate that such Grantor is the holder of the number of OP Units that such Grantor is entitled to receive pursuant to Section 1.3, and (C) if such OP Units are to be represented by certificates, a certificate or certificates in the name of such Grantor representing the number of OP Units to which such Grantor is entitled; and (ii) upon receipt of the consideration set forth in clause (i) above and the documents and deliveries required by Section 2.3, the Escrow Agent will release the Closing Documents to the

Closing; Conditions to Obligations. (i) The Operating Partnership shall exercise the Option by delivering to the Grantor a notice (the "OPTION NOTICE"), which notice shall state the date (the "CLOSING DATE") of the closing of the transactions contemplated by Section 2.1 (the "CLOSING"), which date shall be no less than 10 days and no more than 30 days following the date of such Option Notice. (i) The Closing shall be held within the period specified in the Option Notice at the offices of Battle Fowlxx XXXLLP, 75 East 55th Street, New York, New York, or at the offices of the attorneys for the lead underwriter of the IPO. (ii) Following delivery of the Option Notice, the Operating Partnership and the Grantor will at or prior to the Closing execute and deliver all closing documents (the "CLOSING DOCUMENTS") required by the Operating Partnership pursuant to Section 2.3 and, pending the Closing, deposit such Closing Documents in escrow with Battle Fowlxx, XXP as escrow agent of the Operating Partnership (the "ESCROW AGENT"). (b) The Closing will occur simultaneously with the closing of the Offerings (the "OFFERINGS CLOSING"); provided, that the Offerings Closing shall be deemed to have occurred only if that portion of the net proceeds from the Offerings which is to be contributed to the Operating Partnership by the Company is sufficient, as determined by the Operating Partnership in its reasonable discretion, to enable the Operating Partnership (i) to acquire all the Interests, and (ii) to apply such portion of the net proceeds to acquire such other properties or interests, to repay principal, interest and other amounts due with respect to indebtedness and to meet such other obligations as may be described in the Registration Statement on Form S-11 prepared and filed in connection with the IPO (the "REGISTRATION STATEMENT"), as the same shall be in effect on the day of the Offerings Closing. (c) The following deliveries shall be made at the Closing: (i) the Operating Partnership shall cause to be delivered to the Escrow Agent or its designee (A) $275,000 of the Acquisition Consideration in immediately available funds by check or wire transfer.