Common use of Conditions for the Benefit of the Concessionaire Clause in Contracts

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the City set forth in Section 9.1 shall be true and correct on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date; (ii) the City shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City at or prior to the Time of Closing; (iii) the City shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Revenues or the System and outstanding at the Time of Closing (including all outstanding System Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City shall have obtained and delivered to the Concessionaire effective at the Time of Closing, at the expense of the Concessionaire, a commitment for an ALTA (2006) Owner’s policy or policies, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that the City (as lessor) owns the good and marketable title to the System, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition of the term “Permitted Concessionaire Encumbrances”) (the “Title Commitment”); (v) the City shall have delivered to the Concessionaire a legal opinion of counsel to the City, in substantially the form attached hereto as Schedule 8; (vi) the City shall have executed and delivered the estoppel certificate contemplated by Section 10.2; (vii) the City shall have executed and delivered the conveyances referred to in Section 2.1; (viii) no event has transpired between the date of signing of this Agreement and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action had such event occurred during the Term; and (ix) there shall not have occurred a material casualty loss, destruction or damage to the System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage to the System means the casualty loss, destruction or damage of not less than $5,000,000.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the City set forth in Section 9.1 and the representations and warranties of the Authority set forth in Section 9.2 shall be true and correct in all material respects on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date; (ii) the City no Government Party shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City Government Party at or prior to the Time of Closing; (iii) the Initial Schedule of Parking Fees shall be in full force and effect; (iv) the City and the Authority shall have delivered to the Concessionaire a legal opinion of counsel to the City and the Authority, in substantially the form attached hereto as Schedule 11; (v) the City shall have executed and delivered the consents and estoppel certificate contemplated by Section 10.2; (vi) the Authority shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Metered Parking Revenues or the Metered Parking System and outstanding at the Time of Closing (including all outstanding System Revenue Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City Authority shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City Authority to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City shall have obtained and delivered to the Concessionaire effective at the Time of Closing, at the expense of the Concessionaire, a commitment for an ALTA (2006) Owner’s policy or policies, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that the City (as lessor) owns the good and marketable title to the System, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition of the term “Permitted Concessionaire Encumbrances”) (the “Title Commitment”); (v) the City shall have delivered to the Concessionaire a legal opinion of counsel to the City, in substantially the form attached hereto as Schedule 8; (vi) the City shall have executed and delivered the estoppel certificate contemplated by Section 10.2; (vii) the City aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Closing Date shall have executed and delivered not be less than ninety-five percent (95%) of the conveyances referred to in Section 2.1; aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Bid Date, (viii) no event has transpired between the date of signing of this Agreement and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action or a Reserved Powers Adverse Action had such event occurred during the Term; and (ix) there shall not have occurred a an unremedied material casualty loss, destruction or damage loss to the Metered Parking System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage loss to the Metered Parking System means the casualty loss, destruction or damage loss of not less than $5,000,000500 Concession Metered Parking Spaces such that those Metered Parking Spaces are not available as spaces for parking motor vehicles and collecting Metered Parking Fees.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete consummate the Closing in accordance with the terms hereof only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived in writing by the Concessionaire: Concessionaire in its discretion: (i) the representations and warranties of the City Authority set forth in Section 9.1 11.1 shall be true and correct on and as of the date hereof Effective Date and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except (A) that representations and warranties that by their terms speak are applicable only as of the date of this Agreement Effective Date or some other date need be true and correct only as of such date; date and (B) for failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have (1) a material adverse effect on the ability of the Authority to consummate the transactions contemplated hereby or perform its obligations hereunder or (2) a Concessionaire Material Adverse Effect; (ii) since the City shall Effective Date, there has not be in material breach of been any material covenant on its part contained transaction or occurrence related to the Plant Site, the Early Works or the transactions contemplated in this Agreement, including the Concession, that has resulted or is reasonably likely to result in a Concessionaire Material Adverse Effect; (iii) no outstanding Authority Default shall exist; (iv) the Authority shall have performed and complied with the agreements, covenants and obligations required by this Agreement which is to be so performed or complied with by the City Authority at or prior to the Time of Closing; ; (iiiv) the City Authority shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Revenues or the System and outstanding at the Time of Closing (including all outstanding System Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City shall have obtained and delivered to the Concessionaire effective at the Time of Closingfollowing agreements, at documents or instruments, or the expense of Concessionaire shall have received such agreements, documents or instruments from the Concessionaire, a commitment for an ALTA (2006) Owner’s policy or policiesrelevant counterparty, in form and substance reasonably acceptable to the Concessionaire: (A) the Site Lease Agreement, proposing duly executed by the Authority and DNR; (B) the AIDEA Security Agreement, duly executed by the Authority; (C) the AIDEA Deed of Trust, duly executed by the Authority and the trustee party thereto; and (D) an assignment agreement assigning the AIDEA Early Works Agreement to insure the leasehold interest Concessionaire, together with a true and complete copy of the AIDEA Early Works Agreement in effect as of the Closing Date, which agreement shall not have been amended, supplemented or otherwise modified (including through any change orders) without the Concessionaire’s prior written consent. (vi) the Authority shall have delivered such applications, notices and other instruments to the applicable Governmental Authorities as required under Applicable Law to transfer the AIDEA Permits to the Concessionaire (which will include an endorsement with to the terms extent assignable under the AIDEA Permits and Applicable Law) effective as of the leasehold coverage), which commitment will reflect that the City (as lessor) owns the good and marketable title to the System, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause Time of Closing; (vii) the Authority shall have obtained all AIDEA Permits, except any ministerial AIDEA Permit which, under Applicable Law, may be applied for and clause obtained in the normal course of business during the Work; provided that (A) the absence of such AIDEA Permit does not limit or restrict, and would not delay the timely completion of the Work or otherwise have a Concessionaire Material Adverse Effect, (B) the Authority has no reason to believe that any such AIDEA Permit will not be granted prior to the time such AIDEA Permit is required to be obtained under Applicable Law and (C) once any such AIDEA Permit is obtained, it shall be transferred to the Concessionaire as required under Section 2.5(b); (viii) as it pertains the Concessionaire shall have received confirmation in a form reasonably satisfactory to clauses (iv) and (vii), the Concessionaire that the full amount of the definition of AIDEA Funds has been received by the term “Permitted Concessionaire Encumbrances”) Depositary and deposited into the AIDEA Disbursement Account; (the “Title Commitment”); (vix) the City Authority shall have delivered to the Concessionaire a legal opinion of counsel to the CityAuthority, in substantially the form attached hereto as Schedule 8; L; (vix) from the City Effective Date to the Time of Closing, neither the Authority nor any Governmental Authority established under the Applicable Law of the State shall have executed and delivered the estoppel certificate contemplated by Section 10.2; (vii) the City shall have executed and delivered the conveyances referred to in Section 2.1; (viii) no event has transpired between the date of signing of this Agreement and the Closing Date enacted any legislation or ordinance or promulgated any rule or regulation that is not remedied as of the Closing Date and would have constituted constitute an Adverse Action had hereunder were such event occurred action to take place during the Term; and (xi) the Authority shall have delivered to the Concessionaire a certificate confirming (A) the Authority’s compliance with the terms and conditions of this Agreement, (B) that each of the conditions set forth in Sections 3.3(a)(i) through (x) have been satisfied in full by the Authority (except for any such condition which has been waived in writing by the Concessionaire) and (ixC) there shall not have occurred a material casualty loss, destruction or damage to the System. As used in this Section 2.4(a) validity of the Authority’s representations and warranties set forth in Section 2.5(i), a material casualty loss, destruction or damage to the System means the casualty loss, destruction or damage of not less than $5,000,00011.1.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the City set forth in Section 9.1 and the representations and warranties of the Authority set forth in Section 9.2 shall be true and correct in all material respects on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date; (ii) the City no Government Party shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City Government Party at or prior to the Time of Closing; (iii) the Initial Schedule of Parking Fees shall be in full force and effect; (iv) the City and the Authority shall have delivered to the Concessionaire a legal opinion of counsel to the City and the Authority, in substantially the form attached hereto as Schedule 11; (v) the City shall have executed and delivered the consents and estoppel certificate contemplated by Section 10.2; (vi) the Authority shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Metered Parking Revenues or the Metered Parking System and outstanding at the Time of Closing (including all outstanding System Revenue Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City Authority shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City Authority to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City shall have obtained and delivered to the Concessionaire effective at the Time of Closing, at the expense of the Concessionaire, a commitment for an ALTA (2006) Owner’s policy or policies, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that the City (as lessor) owns the good and marketable title to the System, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition of the term “Permitted Concessionaire Encumbrances”) (the “Title Commitment”); (v) the City shall have delivered to the Concessionaire a legal opinion of counsel to the City, in substantially the form attached hereto as Schedule 8; (vi) the City shall have executed and delivered the estoppel certificate contemplated by Section 10.2; (vii) the City aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Closing Date shall have executed and delivered not be less than ninety-five percent (95%) of the conveyances referred to in Section 2.1; aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Bid Date, (viii) no event has transpired between the date of signing of this Agreement and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action or a Reserved Powers Adverse Action had such event occurred during the Term; (ix) the Government Parties shall have entered into the Metered Parking Revenues Custody Agreement; and (ixx) there shall not have occurred a an unremedied material casualty loss, destruction or damage loss to the Metered Parking System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage loss to the Metered Parking System means the casualty loss, destruction or damage loss of not less than $5,000,000500 Concession Metered Parking Spaces such that those Metered Parking Spaces are not available as spaces for parking motor vehicles and collecting Metered Parking Fees.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the Authority and the City set forth in Section 9.1 and Section 9.2, respectively shall be true and correct in all material respects on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date; (ii) neither the Authority nor the City shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the Authority or the City at or prior to the Time of Closing; (iii) the City Authority shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Parking Fee Revenues or the Parking Garage System and outstanding at the Time of Closing (including all outstanding Parking Garage System Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City Authority shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations (including all outstanding Parking Garage System Bonds) will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City Authority and the City, on a joint and several basis, to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City Authority shall have obtained and delivered to the Concessionaire effective at the Time of Closing, at the expense of the ConcessionaireAuthority or the City, a commitment for an ALTA (20061992) Owner’s policy or policiespolicy, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire for a period equal to the Term (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that the Authority or the City owns the title (as lessor) owns the good and marketable title to the Parking Garage System, subject only to Permitted Authority Encumbrances, the liens created by this Agreement and the Leasehold Mortgage and that the City Encumbrances and Permitted Concessionaire Encumbrances (other than owns the Permitted Concessionaire Encumbrances specified title to any reversionary interest in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), the Parking Garage System following the expiration of the definition of the term “Permitted Concessionaire Encumbrances”) Authority’s corporate life (the “Title Commitment”); (v) the Authority and the City shall have each delivered to the Concessionaire a legal opinion of counsel to the Authority and counsel to the City, in substantially the form forms attached hereto as Schedule 8; (vi) the City Authority shall have executed and delivered the estoppel certificate documents contemplated by Section 10.210.2 and Section 18.1(j); (vii) the Authority and the City shall have provided evidence satisfactory to the Concessionaire that the Authority and the City have the due authorization, power and authority to enter into the Transaction and that the corporate life of the Authority has been extended for a duration at least equal to the greatest duration permitted under the Parking Authority Law; (viii) the City shall have transferred all right, title, interest and fee title to the Walnut Street Garage, the Chestnut Street Garage, the Fifth Street Garage, all parking meters located within the limits of the City and any other component of the Parking Garage System that is owned by the City (including all land and land improvements related thereto) to the Authority and the Harristown Development Corporation shall have executed an estoppel certificate confirming that it does not hold any right, title, or interest in the Walnut Street Garage; (ix) prior to its assumption by the Concessionaire hereunder, the HPA Union Agreement shall have been modified to incorporate such changes thereto as requested by the Concessionaire to eliminate Article 29 of the HPA Union Agreement (which modification shall be in form and substance satisfactory to the Concessionaire); (x) the University Parking License and Option shall have been amended to incorporate such changes thereto as requested by the Concessionaire to permit the Concessionaire to encumber the University Garage as the assignee of the Authority under the University Parking License and Option; (xi) the City and the Authority shall have complied in all respects with any of their respective obligations arising under WARN (if any); (xii) the Commonwealth of Pennsylvania shall have executed an estoppel certificate confirming that it does not hold or is entitled to any right, title or interest to any parking spaces under the Commonwealth Parking Agreement following October 31, 2015; (xiii) the Cooperation Agreement shall have been amended and restated to incorporate such changes thereto as requested by the Concessionaire to (A) remove the City’s approval rights with respect to the setting of the on-street parking meter rates, (B) expressly permit the delegation of enforcement functions of on-street parking violations from the City to the Authority as permitted under the Parking Authority Law and acknowledge the appointment by the Authority of a private operator as its agent for such function, and (C) effect the transactions contemplated hereunder (which amendment and restatement shall be in form and substance satisfactory to the Concessionaire); and (xiv) the City Council shall have adopted an ordinance authorizing the City to enter into the Transaction and to comply with all of the obligations and undertakings of the City and the Authority contemplated hereunder (the “Parking Garage System Ordinance”), which Parking Garage System Ordinance shall have been executed and delivered by the Mayor on behalf of the City, and the City Council, on behalf of the City, shall have executed and delivered the conveyances referred to an acknowledgment hereto as contemplated in Section 2.1; (viii) no event has transpired between the date of signing of this Agreement and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action had such event occurred during the Term; and (ix) there shall not have occurred a material casualty loss, destruction or damage to the System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage to the System means the casualty loss, destruction or damage of not less than $5,000,00020.17 hereof.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the City set forth in Section 9.1 shall be true and correct in all material respects on and as of the date hereof December 4, 2008 and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of the date of this Agreement December 4, 2008 or some other date need to be true and correct only as of such date; (ii) the City shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City at or prior to the Time of Closing; (iii) the City shall have arranged for the deposit Initial Schedule of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Revenues or the System and outstanding at the Time of Closing (including all outstanding System Bonds) in such a manner that such obligations Parking Fees shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City to indemnify the Concessionaire if any such obligations would finally become payable)force and effect; (iv) the City shall have obtained and delivered to the Concessionaire effective at the Time of Closing, at the expense of the Concessionaire, a commitment for an ALTA (2006) Owner’s policy or policies, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that the City (as lessor) owns the good and marketable title to the System, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition of the term “Permitted Concessionaire Encumbrances”) (the “Title Commitment”); (v) the City shall have delivered to the Concessionaire a legal opinion of counsel to the City, in substantially the form attached hereto as Schedule 811; (viv) the City shall have executed and delivered the consents and estoppel certificate contemplated by Section 10.2, (vi) [intentionally deleted]; (vii) the City aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Closing Date shall have executed and delivered not be less than ninety five percent (95%) of the conveyances referred to in Section 2.1; aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Bid Date, (viii) no event has transpired between the date of signing of this Agreement December 4, 2008 and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action or a Reserved Powers Adverse Action had such event occurred during the Term; and (ix) there shall not have occurred a material casualty loss, destruction or damage to the Metered Parking System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage to the Metered Parking System means the casualty casualty, loss, damage or destruction or damage of not less than $5,000,0002,000 Concession Metered Parking Spaces such that those Metered Parking Spaces are not available as spaces for parking motor vehicles and collecting Metered Parking Fees.

Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: : (i) the representations and warranties of the City University set forth in Section 9.1 shall be true and correct in all material respects on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that (A) representations and warranties that by their terms speak only as of the date of this Agreement hereof or some other date need to be true and correct only as of such date and (B) those representations and warranties which are subject to a materiality or a Material Adverse Effect qualifier in Section 9.1 shall be true and correct in all respects on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date; ; (ii) the City University shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City University at or prior to the Time of Closing; ; (iii) the City shall have arranged for the deposit of funds (including a portion of the Consideration paid by the Concessionaire) sufficient to provide for the payment of all obligations payable from and secured by the Revenues or the System and outstanding at the Time of Closing (including all outstanding System Bonds) in such a manner that such obligations shall be legally defeased on the Closing Date and no longer treated as outstanding under the documents under which such obligations were issued and are secured and the City shall have provided the Concessionaire evidence reasonably satisfactory to it that any and all security interests and collateral securing any such obligations will be released in full as of the Time of Closing (it being understood that the receipt or acceptance by the Concessionaire of any such evidence shall in no way constitute a waiver of the obligation of the City to indemnify the Concessionaire if any such obligations would finally become payable); (iv) the City University shall have obtained and delivered to the Concessionaire effective at the Time of ClosingConcessionaire, at the expense of the Concessionaire, a commitment effective at the Time of Closing for an ALTA (2006) Owner’s a leasehold title policy or policies, in form and substance reasonably acceptable to the Concessionaire, proposing to insure the leasehold interest of the Concessionaire (which will include an endorsement with the terms of the leasehold coverage), which commitment will reflect that proposing to insure the City (as lessor) owns leasehold interest of the good and marketable title Concessionaire in the Utility System Land, to the Systemextent of such leasehold interest, subject only to (A) Permitted City Encumbrances and University Encumbrances, (B) Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viiiix) of the definition of “Permitted Concessionaire Encumbrances” as it pertains to clauses clause (iviii) and clause (v) of this Section 2.4(a)) and (vii), of C) any Encumbrances the definition of the term “Permitted Concessionaire Encumbrances”is required to remove pursuant to Section 3.5(a) (the “Title Commitment”); ) from the Title Company, from which Title Company the Concessionaire shall purchase any leasehold or other title insurance that it elects to purchase in connection with the Transaction; (viv) the City University shall have delivered to the Concessionaire a legal opinion of outside counsel to the CityUniversity, in substantially the form attached hereto as Schedule 8; 7; (viv) the City University shall have executed and delivered to the estoppel certificate Concessionaire (A) the assignments, transfers and conveyances contemplated by Section 10.2; 2.1, and (viiB) the City shall have executed consents and delivered the conveyances referred to in estoppel certificates contemplated by Section 2.1; (viii) no event has transpired between the date of signing of this Agreement 10.2 and the Closing Date that is not remedied as of the Closing Date and would have constituted an Adverse Action had such event occurred during the Term; and consent agreement contemplated by Section 19.1(i); (ixvi) there shall not have occurred a material casualty loss, destruction or damage to the Utility System. As ; provided, however, that as used in this Section 2.4(athis (vii) from the Setting Date through and including the Time of Closing, no action or event has transpired that would have constituted an Adverse Action had it occurred during the Term; (viii) all material Authorizations set forth on Schedule 20 are in full force and effect and shall be transferred to the Concessionaire as of the Time of Closing; and (ix) the University shall have delivered to the Concessionaire a certificate confirming that each of the conditions set forth in Section 2.5(i), a material casualty loss, destruction 2.4(a)(i) through Section 2.4(a)(viii) has been satisfied in full by the University (except for any condition that has been waived by the Concessionaire) at or damage to before the System means the casualty loss, destruction or damage Time of not less than $5,000,000Closing.