Common use of Condition to Each Party’s Obligations Clause in Contracts

Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) The requisite consent of the Equity Holders in the Management Company as set forth on Section 3.3(i) of the Disclosure Letter (the “Requisite Consent”) approving the Merger shall have been obtained. This condition may not be waived by any party; (ii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (the “Act”). This condition may not be waived by any party; (iii) The Company’s registration statement on Form S-11 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (iv) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party; (v) The delivery of a final fairness opinion and appraisal (the “Appraisal”) by Duff & Xxxxxx as described in the draft Consent Solicitation; (vi) All necessary consents and approvals of Governmental Authorities or third parties for the Management Company to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company to consummate the transactions contemplated by this Agreement) shall have been obtained; (vii) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing; (viii) The closing of the contributions with respect to Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. pursuant to the Formation Transactions shall have occurred; and (ix) The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock shall have been approved for listing on the New York Stock Exchange or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party.

Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) The requisite consent of the Equity Holders Participants in the Management Company Contributor as set forth on Section 3.3(i3.3(l) of the Disclosure Letter (the “Requisite Consent”) approving the Merger Consolidation Transaction shall have been obtained. This condition may not be waived by any party; (ii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (the “Act”). This condition may not be waived by any party; (iii) The Company’s registration statement on Form S-11 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (iv) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party; (v) The delivery of a final fairness opinion and appraisal (the “Appraisal”) by Duff & Xxxxxx as described in the draft Consent Solicitation; (vi) The consent of the Lenders to the assumption by the Operating Partnership or any of its Subsidiaries of those Existing Loans by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing or to the taking of title to the Property Interest subject to the lien of the applicable Existing Loan Documents, as the case may be; (vii) All necessary consents and approvals of Governmental Authorities or third parties (other than the Lenders) for the Management Company Contributor to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company Contributor to consummate the transactions contemplated by this Agreement) shall have been obtainedobtained [and to the extent the consent or approval of the ground lessor of the Property is required for Contributor to consummate the transactions contemplated hereby, such consent or approval shall have been obtained without qualification as to materiality]; (viiviii) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing; (viiiix) The closing of the contributions with respect to Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. pursuant to the Formation Transactions shall have occurred; and (ixx) The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock shall have been approved for listing on the New York Stock Exchange or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party.

Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) The requisite consent of the Equity Holders Participants in the Management Company Contributor as set forth on Section 3.3(i3.3(l) of the Disclosure Letter (the “Requisite Consent”) approving the Merger Consolidation Transaction shall have been obtained. This condition may not be waived by any party; (ii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (the “Act”). This condition may not be waived by any party; (iii) The Company’s registration statement on Form S-11 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (iv) The Company’s registration statement on Form S-4 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (v) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party; (vvi) The delivery consent of a final fairness opinion and appraisal (the “Appraisal”) Lenders to the assumption by Duff & Xxxxxx the Operating Partnership or any of its Subsidiaries of those Existing Loans by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing or to the taking of title to the Property Interest subject to the lien of the applicable Existing Loan Documents, as described in the draft Consent Solicitationcase may be; (vivii) All necessary consents and approvals of Governmental Authorities or third parties (other than the Lenders) for the Management Company Contributor to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company Contributor to consummate the transactions contemplated by this Agreement) shall have been obtainedobtained and to the extent the consent or approval of the ground lessor of the Property is required for Contributor to consummate the transactions contemplated hereby, such consent or approval shall have been obtained without qualification as to materiality; (viiviii) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing; (viiiix) The closing of the contributions with respect to Empire State Building Associates Company L.L.C. and Empire State Building Company Associates L.L.C. pursuant to the Formation Transactions shall have occurredoccurred simultaneously with the Closing; and (ixx) The IPO Closing (as defined herein) shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock shall have been approved for listing on the New York Stock Exchange or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party.

Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction (or waiver waiver, if applicable, by the Sellers and the Purchaser) of the following conditions: (i) i. The requisite consent of the Equity Holders in the Management Company as set forth on Section 3.3(i) of the Disclosure Letter (the “Requisite Consent”) approving the Merger shall have been obtained. This condition may not be waived by any party; (ii) The CompanySeries A-2 REIT’s registration statement on Form S-11 (the “Registration Statement”) to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (and Purchaser will promptly file and diligently pursue the “Act”same). This condition may not be waived by any party; (iii) ii. The Company’s registration statement on Form S-11 Registration Statement shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (iv) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party; iii. Unless the Sellers elect under Section 1.3(a)(1) in their sole and absolute discretion to retain additional Retained Interests, the Purchaser shall have received, concurrently with Closing hereunder (v) The delivery after payment of all Transaction Expenses), IPO Proceeds and a final fairness opinion and appraisal New Loan in an amount equal to $77,000,000 (it being acknowledged, for the “Appraisal”) by Duff & Xxxxxx as described in avoidance of doubt, that if the draft Consent SolicitationSellers so elect to retain additional Retained Interests pursuant to Section 1.3(a)(1), then this condition shall be deemed satisfied); (vi) All necessary consents and approvals of Governmental Authorities or third parties for the Management Company to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company to consummate the transactions contemplated by this Agreement) shall have been obtained; (vii) iv. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party)hereby, nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing; (viii) The closing of the contributions with respect to Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. pursuant to the Formation Transactions shall have occurred; and (ix) v. The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Series A-2 Common Stock Shares shall have been approved for listing on the New York Stock Exchange Nasdaq Capital Market or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party.; vi. The Existing Loan will be paid off at the Closing by the Sellers and replaced by the Sellers at Closing with the New Loan; and vii. The execution and delivery at the Closing of (1) the executed Restated Partnership Agreement of each Owner, the form of which is attached hereto as Exhibit B, (2) the Master Lease, the form of which is attached hereto as Exhibit C, (3) the Property Management Agreement, the form of which is attached hereto as Exhibit D, and (4) the Administrative Agreement, the form of which is attached hereto as Exhibit E.

Condition to Each Party’s Obligations. The obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) The requisite consent of the Equity Holders Participants in the Management Company Contributor as set forth on Section 3.3(i3.3(l) of the Disclosure Letter (the “Requisite Consent”) approving the Merger Consolidation Transaction shall have been obtained. This condition may not be waived by any party; (ii) The Company’s registration statement on Form S-11 to be filed after the date hereof with the Securities and Exchange Commission (the “SEC”) shall have become effective under the Securities Act of 1933, as amended (the “Act”). This condition may not be waived by any party; (iii) The Company’s registration statement on Form S-11 shall not be the subject of any stop order or proceeding by the SEC seeking a stop order; (iv) The Company shall have received, substantially concurrently with the Closing hereunder, the gross proceeds from the IPO less total Underwriting Discount. This condition may not be waived by any party; (v) The delivery of a final fairness opinion and appraisal (the “Appraisal”) by Duff & Xxxxxx as described in the draft Consent Solicitation; (vi) The consent of the Lenders to the assumption by the Operating Partnership or any of its Subsidiaries of those Existing Loans by the Operating Partnership or any of its Subsidiaries which the Operating Partnership or any of its Subsidiaries intends to assume at the Closing or to the taking of title to the Property Interest subject to the lien of the applicable Existing Loan Documents, as the case may be; (vii) All necessary consents and approvals of Governmental Authorities or third parties (other than the Lenders) for the Management Company Contributor to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the Management Company Contributor to consummate the transactions contemplated by this Agreement) shall have been obtained; (viiviii) No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, issued, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority that prohibits the consummation of the transactions contemplated hereby (which condition may not be waived by any party), nor shall any proceeding brought by a Governmental Authority of competent jurisdiction be pending that seeks the foregoing; (viiiix) The closing of the contributions with respect to Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. pursuant to the Formation Transactions shall have occurred; and (ixx) The IPO Closing shall have occurred simultaneously with the Closing (or the Closing shall occur prior to, but conditioned upon the immediate subsequent occurrence of, the IPO Closing) and the Class A Common Stock shall have been approved for listing on the New York Stock Exchange or another national securities exchange, subject only to official notice of issuance. This condition may not be waived by any party.