Common use of Conditions Precedent to Obligation of Buyer Clause in Contracts

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the conditions set forth in this Section 4.6, any or all of which may be waived by Buyer, in writing, in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply. (a) The Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date; (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Date; (d) Title to the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereof; (e) The physical condition of the Real Property shall be substantially the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., shall have successfully obtained adequate financing.

Conditions Precedent to Obligation of Buyer. The obligation obligations of Buyer to consummate purchase and accept the transaction hereunder shall be Purchased Assets under this Agreement are subject to the fulfillment following: (a) the receipt by Buyer from Seller on or before the Closing Delivery Date of all the following executed documents, in each case reasonably satisfactory in form and substance to Buyer and duly executed and delivered by the parties thereto other than Buyer: (i) this Agreement; (ii) the Warranty Xxxx of Sale; (iii) a delegation as to the person or persons authorized to execute and deliver each of the conditions set forth in this Section 4.6same on its behalf; (iv) the Lease Assignment; (v) Opinions from Buyer's counsel, any or all and from local jurisdiction counsel relative to country of which may be waived by Buyer, in writing, in its sole discretion. In the event any registration and governing law of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations documents; (vi) original Lease Documentation; (vii) an enforceability opinion relating to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.Lease; and (aviii) The Seller shall have delivered to such other documents as Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2may reasonably request; (b) The the receipt by Buyer of a certificate from Seller stating that the representations and warranties of Seller under Section 9.1 and the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been Lease Assignment are true and correct in all material respects on Delivery with the same force and effect as of the Effective Date and shall be true and correct in all material respects as of the Closing Date;though made on Delivery; and (c) The Seller shall have performed and observed, the Aircraft being in all same material respects, all covenants and agreements of this Agreement to be performed and observed condition as when the previously inspected by the Seller as of the Closing DateBuyer in October 2005; (d) Title to no Default or Event of Default shall have occurred under the Property Lease, and no Event of Loss or event that with the passage of time would result in an Event of Loss shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereof;have occurred. (e) The physical condition from the date of this Agreement to the Delivery Date, there shall not have occurred any change in U.S. federal income tax law, regulations, or administrative or judicial interpretations thereof, or any change in U.S. generally accepted accounting principles and related accounting rules, or there shall not have been introduced into, or enacted by the U.S. Congress any legislation, any of which would have an adverse impact on Buyer's economics of the Real Property shall be substantially the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; andtransaction; (f) Buyer’s general partnersatisfaction of the requirements set forth in the Lease, Xxxxxxx Real Estate Investment Trustincluding without limitation Section 19.07 thereof, Inc., except to the extent that the Buyer is required to take any action to satisfy any such requirement; (g) the conditions precedent set forth in the Lease Assignment which benefit Buyer have been satisfied as determined by Buyer in its sole discretion. (h) the Buyer shall have successfully obtained adequate financingreceived a certificate of insurance from Lessee naming the Buyer as an Additional Insured and otherwise in compliance with the Lease. (i) the Buyer shall have reasonably determined that the location of the Aircraft at the time of Delivery shall not result in any Taxes being imposed on the sale of the Aircraft or the payment of the Purchase Price. The conditions specified in this Section 8.1 are for the sole benefit of Buyer and may be waived, only in writing, in whole or in part and with or without conditions by Buyer.

Conditions Precedent to Obligation of Buyer. The obligation of Parent and Buyer to consummate the transaction hereunder transactions provided for in this Agreement shall be subject to the fulfillment on at or before prior to the Closing Date of all each of the following conditions set forth in this Section 4.6, (any or all of which may be waived by Buyerwaived, in writingwhole or in part, by Buyer in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.): (a) The Seller shall have delivered to Buyer all Each of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained in, or in any instrument delivered in connection with or pursuant to, this Agreement (shall, except as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall otherwise contemplated or permitted by this Agreement, be true and correct in all material respects on and as of the date of Closing Date;as if made at and as of such time. The Seller and the Company shall have each duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. Buyer shall have received from the Company and Seller a certificate, dated the date of Closing, to the foregoing effect. (b) Buyer shall receive from the Seller a general release dated the date of Closing of all then-existing claims of every kind against the Company excluding, however, such claims, if any, as are expressly referred to or described in the Seller Schedule. (c) The Seller and the Company shall have performed delivered to Buyer the minute and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as stock books of the Closing Date;Company and the resignation of all present directors and officers of the Company other than those, if any, designated by Buyer at or prior to the Closing. (d) Title Parent and Buyer shall have received the opinion of Xxxxx X. Xxxxx, Esq. counsel for Seller and the Company, dated the date of Closing, in substantially the form of Exhibit 6.1(d) attached hereto, to the Property shall be effect that as set forth in Sections 3.1, 3.2, 3.8, 3.11, 3.15 and 3.16 (to the best of counsel's knowledge, based on counsel's review of the corporate books and records specified in counsel's opinion but without having made any independent investigation thereof as to Sections 3.1, 3.2, 3.8 and 3.11), (i) this Agreement has been duly executed and delivered by and constitutes the valid and legally binding obligation of Seller and the Company in accordance with its terms, (ii) upon the sale of the Shares to Buyer in accordance with this Agreement, Buyer will acquire good and marketable title thereto, free and clear of all liens, claims, equities, encumbrances, restrictions, options and voting agreements of every kind (assuming, for purposes of such opinion, that Buyer is a condition as contemplated by Sections 2.3bona fide purchaser within the meaning of Article VIII of the Uniform Commercial Code) and (iii) such counsel, 2.4 without however having made any independent investigation thereof, has no reason to believe that any of the other representations and 5.1(ewarranties of Seller in this Agreement or in the certificate of Seller referred to in subsection 6.1(a) hereof;are untrue, incorrect or inaccurate in any material respect. (e) The physical condition of All actions, proceedings, instruments, documents and other legal matters relating to the Real Property transactions provided for in this Agreement or incidental thereto shall be substantially reasonably satisfactory to and approved by Xxxxxxx Xxxxxx & Green, P.C., counsel to Parent and Buyer, and Seller and the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., Company shall have successfully obtained adequate financingfurnished to such counsel all such instruments, documents and papers as such counsel may have reasonably requested for this purpose.

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the conditions set forth in this Section 4.6, any or all of which may be waived by Buyer, in writing, in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply. (a) The Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date; (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Date; (d) Title to the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereof; (e) The physical condition of the Real Property shall be substantially the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., shall have successfully obtained adequate financing.

Conditions Precedent to Obligation of Buyer. The Subject to the ----------------------------------------------- terms and provisions of Section 5.4(d) and (e) hereof, the obligation of Buyer ------ --- to consummate the transaction hereunder shall will be subject to the fulfillment on or before the Closing Date of all of the conditions set forth in this Section 4.6following conditions, any or all of which may be waived by Buyer, in writing, Buyer in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.: (a) The Seller shall have delivered to Buyer all All of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall will be true and correct in all material respects as of the Closing Date;. (cb) The Seller shall will have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as Closing Date. (c) Buyer will have received delivery, on or prior to Closing, of Tenant Estoppels and SNDA's from the Tenants identified on Schedule S-4.7(d) and at least 50% (as determined by gross leaseable area) of the Closing Date;remaining Tenants (such amount being referred to herein as the "Tenant ------ Estoppel/SNDA Threshold Amount"). All Tenant Estoppels which are returned by the ------------------------------ Tenants without change or with only changes due to the passage of time (or with typographical revisions or corrections or limited qualifications, including a qualification to the best of Tenant's knowledge except as to (i) the payment of monetary obligations, and (ii) statements that the lease or other documents attached to the Tenant Estoppel are true, complete and correct) or additions or deletions which are either in accordance with the Tenant's Lease (including use of a pre-approved tenant estoppel form attached to such Tenant's Lease) or are properly completed to the reasonable satisfaction of Buyer in accordance with the provisions of this Agreement will be deemed to be acceptable by Buyer. Notwithstanding the foregoing, it is expressly understood and agreed that a failure to deliver sufficient Tenant Estoppels and/or SNDA's to reach the Tenant Estoppel Threshold Amount will be a failure of condition only and will not be a default hereunder. Seller will deliver to Buyer copies of Tenant Estoppels and SNDA's promptly as received prior to Closing; and upon Buyer's request, Seller will deliver to Buyer copies of the Tenant Estoppel and SNDA requests submitted to Tenants. (d) Title There must not be pending or, to the Property shall be in a condition as Knowledge of Seller, threatened, any Claim by or before any Authority, arbitrator or mediator seeking to restrain, prohibit or invalidate the transactions contemplated by Sections 2.3, 2.4 and 5.1(e) hereof;hereby. (e) The physical condition Lender, pursuant to its right under the first paragraph of the Real Property Loan Commitment, shall not have modified the Loan Commitment based upon market reception in a manner which would have a material adverse effect on Buyer (for which purpose Buyer acknowledges that the increase in interest rate margin permitted in the Loan Commitment will not have a material adverse effect on Buyer) and has caused Buyer, pursuant to its right under the Loan Commitment, to terminate the Loan Commitment and receive a refund of its commitment fee thereunder. A failure of a condition to Buyer's obligation to close as set forth in the foregoing Sections 4.7(a) or (b) will be substantially governed exclusively by Sections 5.4(d) and (e) hereof; but if a condition to Buyer's obligation to close as set -------------- forth in the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tearforegoing Sections 4.7(c), (iid) the exercise by Seller or Buyer of any of their respective rights or obligations under (e) is not satisfied, Buyer's ------------------- remedy with respect thereto will be to terminate this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant subject to the terms provisions of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., shall have successfully obtained adequate financing.Section 13.20 hereof. -----

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the conditions set forth in this Section 4.6following conditions, any or all of which may be waived by Buyer, in writing, Buyer in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.: (a) The Seller shall have delivered to the Title Company or Buyer (as applicable) all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those as provided for in Section 4.2;8(b) hereof. (b) The All of the representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the date of Closing Date;(with appropriate modifications permitted under this Agreement). (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Date;date of Closing. (d) Title Seller shall use commercially reasonable efforts (but shall not be obligated to the Property shall be compensate any tenants in a condition as contemplated by Sections 2.3, 2.4 connection therewith) to obtain and 5.1(edeliver to Buyer no later than three (3) hereof; (e) The physical condition of the Real Property shall be substantially the same on business days prior to the Closing Date an executed estoppel letter, substantially in the form attached hereto as on EXHIBIT F, or in the Effective Dateform described or contemplated in the Lease, except for changes thereto the substance and content of which result must be consistent in all material respects with the Lease and any non-material exceptions, qualifications or modifications of any estoppel certificate shall be acceptable (the "Tenant Estoppels"), from or are attributable toall tenants (the "Tenants", individually, a "Tenant"), provided, however, that Seller is only required to deliver Tenant Estoppels from Tenants whose Leases constitute in the aggregate not less than eighty percent (80%) of the leased square footage of the Improvements, including Tenant Estoppels from the following Tenants: (i) reasonable or normal wear and tear, Vietnam Veterans of America Foundation; (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, Mindshare; and (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., shall have successfully obtained adequate financing.)

Conditions Precedent to Obligation of Buyer. The obligation of Parent and Buyer to consummate the transaction hereunder transactions provided for in this Agreement shall be subject to the fulfillment on at or before prior to the Closing Date of all each of the following conditions set forth in this Section 4.6, (any or all of which may be waived by Buyerwaived, in writingwhole or in part, by Buyer in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.): (a) The Seller shall have delivered to Buyer all Each of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained Sellers in, or in any instrument delivered in connection with or pursuant to, this Agreement (shall, except as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall otherwise contemplated or permitted by this Agreement, be true and correct in all material respects on and as of the date of Closing Date;as if made at and as of such time. The Sellers and the Company shall have each duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. Buyer shall have received from the Company and each Seller a certificate, dated the date of Closing, to the foregoing effect. (b) Buyer shall receive from each of the Sellers a general release dated the date of Closing of all then-existing claims of every kind against the Company excluding, however, such claims, if any, as are expressly referred to or described in the Sellers' Schedule. (c) The Seller Sellers and the Company shall have performed delivered to Buyer the minute and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as stock books of the Closing Date;Company and the resignation of all present directors and officers of the Company other than those, if any, designated by Buyer at or prior to the Closing. (d) Title Parent and Buyer shall have received the opinion of Xxxxx, Johnson, Robinson, Xxxx & Xxxxxxxxx, P.C., counsel for Sellers and the Company, dated the date of Closing, in substantially the form of Exhibit 6.1(d) attached hereto, to the Property shall be effect that as set forth in Sections 3.1, 3.2, 3.8, 3.11, 3.15 and 3.16 (to the best of counsel's knowledge, based on counsel's review of the corporate books and records specified in counsel's opinion but without having made any independent investigation thereof as to Sections 3.1, 3.2, 3.8 and 3.11), (i) this Agreement has been duly executed and delivered by and constitutes the valid and legally binding obligation of each Seller and the Company in accordance with its terms, (ii) upon the sale of the Shares to Buyer in accordance with this Agreement, Buyer will acquire good and marketable title thereto, free and clear of all liens, claims, equities, encumbrances, restrictions, options and voting agreements of every kind (assuming, for purposes of such opinion, that Buyer is a condition as contemplated by Sections 2.3bona fide purchaser within the meaning of Article VIII of the Uniform Commercial Code) and (iii) such counsel, 2.4 without however having made any independent investigation thereof, has no reason to believe that any of the other representations and 5.1(ewarranties of each Seller in this Agreement or in the certificate of each Seller referred to in subsection 6.1(a) hereof;are untrue, incorrect or inaccurate in any material respect. (e) The physical condition of All actions, proceedings, instruments, documents and other legal matters relating to the Real Property transactions provided for in this Agreement or incidental thereto shall be substantially reasonably satisfactory to and approved by Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Parent and Buyer, and Sellers and the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., Company shall have successfully obtained adequate financingfurnished to such counsel all such instruments, documents and papers as such counsel may have reasonably requested for this purpose.

Conditions Precedent to Obligation of Buyer. The obligation of Parent and Buyer to consummate the transaction hereunder transactions provided for in this Agreement shall be subject to the fulfillment on at or before prior to the Closing Date of all each of the following conditions set forth in this Section 4.6, (any or all of which may be waived by Buyerwaived, in writingwhole or in part, by Buyer in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.): (a) The Seller shall have delivered to Buyer all Each of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller contained Sellers in, or in any instrument delivered in connection with or pursuant to, this Agreement (shall, except as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall otherwise contemplated or permitted by this Agreement, be true and correct in all material respects on and as of the date of Closing Date;as if made at and as of such time. The Sellers and the Company shall have each duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. Buyer shall have received from the Company and each Seller a certificate, dated the date of Closing, to the foregoing effect. (b) Buyer shall receive from each of the Sellers a general release dated the date of Closing of all then existing claims of every kind against the Company excluding, however, such claims, if any, as are expressly referred to or described in the Sellers' Schedule. (c) The Seller Sellers and the Company shall have performed delivered to Buyer the minute and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as stock books of the Closing Date;Company and the resignation of all present directors and officers of the Company other than those, if any, designated by Buyer at or prior to the Closing. (d) Title Parent and Buyer shall have received the opinion of The Law Offices of Xxxxxxx X. Xxxxxxx, counsel for Sellers and the Company, dated the date of Closing, in substantially the form of Exhibit 6.01(d) attached hereto, to the Property shall be effect that as set forth in Sections 3.01, 3.02, 3.08, 3.11, 3.15 and 3.16 (to the best of counsel's knowledge, based on counsel's review of the corporate books and records but without having made any independent investigation thereof as to Sections 3.01 and 3.09), (i) this Agreement has been duly executed and delivered by and constitutes the valid and legally binding obligation of each Seller and the Company in accordance with its terms, (ii) upon the sale of the Shares to Buyer in accordance with this Agreement, Buyer will acquire good and marketable title thereto, free and clear of all liens, claims, equities, encumbrances, restrictions, options and voting agreements of every kind (assuming, for purposes of such opinion, that Buyer is a condition as contemplated by Sections 2.3bona fide purchaser within the meaning of Article VIII of the Uniform Commercial Code) and (iii) such counsel, 2.4 without however having made any independent investigation thereof, has no reason to believe that any of the other representations and 5.1(ewarranties of each Seller in this Agreement or in the certificate of each Seller referred to in subsection 6.01(a) hereof;are untrue, incorrect or inaccurate in any material respect. (e) The physical condition of All actions, proceedings, instruments, documents and other legal matters relating to the Real Property transactions provided for in this Agreement or incidental thereto shall be substantially reasonably satisfactory to and approved by Xxxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to Parent and Buyer, and Sellers and the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayed; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., Company shall have successfully obtained adequate financingfurnished to such counsel all such instruments, documents and papers as such counsel may have reasonably requested for this purpose.

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the conditions set forth in this Section 4.64.7 below, any or all of which may be waived by Buyer, in writing, Buyer in its sole and absolute discretion. In Except as provided in Section 6.1, in the event Buyer terminates this Agreement due to the nonsatisfaction of any of such conditions, then the conditions termination provisions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 3.6 above shall apply. (a) The Seller shall have delivered to Buyer (or to Buyer through the Escrow Holder) all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof; (b) The All of the representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Datedate of Closing; (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Date;date of Closing; and (d) The Title Company shall have issued or irrevocably committed to issue the Property shall be in a condition as contemplated by Sections 2.3Title Policy, 2.4 and 5.1(e) hereofwhich includes no exceptions other than the Permitted Exceptions.; (e) The physical condition Seller shall have obtained and delivered to Buyer, no later than three (3) business days prior to Closing, Tenant Estoppels from all tenants occupying 13,000 square feet or more (each, a “Major Tenant”) and (b) Tenant Estoppels from other tenants sufficient so that the Seller has delivered Tenant Estoppels from tenants representing in the aggregate, at least seventy-five percent (75%) of the Real aggregate occupied square footage of the Property shall be and the Related Property (the “Estoppel Requirement”), in each case substantially consistent with the same form Tenant Estoppels sent to such tenants in accordance with Section 3.5 hereof. If on the date that is three (3) days prior to the Closing Date as on Seller has obtained and furnished to Buyer Tenant Estoppels from each of the Effective DateMajor Tenants but has not obtained and furnished to Buyer sufficient Tenant Estoppels to satisfy the Estoppel Requirement, except then the Seller, at its election, may deliver a seller estoppel certificate relating to Leases which, when combined with the Tenant Estoppels delivered to Buyer, satisfies the Estoppel Requirement, in which event the condition to Closing set forth in this Section 4.7(e) shall be deemed to have been satisfied; provided that such seller estoppel shall run for changes thereto which result from or are attributable to: (i) reasonable or normal wear the benefit of both Buyer and tear, (ii) the exercise by its lender. If Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation delivers its seller estoppel certificate with respect to any tenant, Seller shall be entitled after Closing to continue to deal with any tenant who has not delivered an estoppel certificate to attempt to obtain a Tenant Estoppel from such tenant, and Buyer shall reasonably cooperate with Seller in such attempt. If a Tenant Estoppel is delivered to Buyer after the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, Closing with respect to any Contracttenant for whom Seller has delivered its certificate at Closing pursuant to this Section, and/or (vii) Seller’s estoppel certificate with respect to such tenant shall automatically be deemed null and void as to matters covered in the applicable Tenant Estoppel. With respect to any workstatement or certification relating to a tenant contained in a Seller’s estoppel certificate, remodeling, alterations, improvements Seller may qualify said statement or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld certification therein by a “best of knowledge” standard or delayed; andsimilar provision. (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., No Major Tenant shall (i) be in material default under its Lease; (ii) have successfully obtained adequate financingfiled bankruptcy or sought any similar debtor protective measure or be the subject of an involuntary bankruptcy; or (iii) have given notice of intent to do any of the foregoing.

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the conditions set forth in this Section 4.64.7, any or all of which may be waived by Buyer, in writing, Buyer in its sole and absolute discretion. In the event any Buyer terminates this Agreement, which termination shall apply to all, but not less than all, of the conditions Properties, due to the nonsatisfaction of any such conditions, then the termination provisions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 3.6 above shall apply. (a) The Seller shall have delivered to Buyer (or to Buyer through the Title Company) all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof; (b) The All of the representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing DateDate as if made at and as of such time (with appropriate modification as permitted under this Agreement); (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Datedate of Closing; (d) The Title Company shall have issued or is irrevocably committed to issue the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereofTitle Policies; (e) The physical condition This Agreement and the transactions contemplated hereby shall have been approved by the Board of the Real Property Directors of Medical Properties Trust, Inc., which approval Buyer shall seek to obtain on or prior to March 19, 2008; (f) Except with respect to any condemnation or eminent domain matters, which shall be substantially governed by Article VII hereof, there shall not have been instituted by any creditor of Seller, any governmental or quasi-government authority or any other third party, any suit, action or proceeding which would materially and adversely affect the same Properties or which would prevent Seller from consummating the transactions contemplated by this Agreement; (g) The Board of Directors of Seller shall have approved the transactions contemplated by this Agreement on or before the Closing Date as on date that is the Effective Date, except for changes thereto which result from or are attributable to: later of (i) reasonable or normal wear seven (7) days after the expiration of the Contingency Period, and tear, (ii) March 26, 2008, the exercise failure of which shall give rise to Buyer’s right to terminate this Agreement; (h) Seller shall have obtained all approvals and consents necessary for Seller’s transfer or sale of the Properties as contemplated by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/and such estoppel certificates as are required to be done obtained under this Agreement; provided, however, that failure to obtain any consent described in Section 11.5(c) or furnished pursuant Section 12.5(c) hereof (i) shall result only in Buyer’s right to refrain from consummating the terms acquisition of any Lease and/or the specific Property for which is/are done in response to such consent is not obtained until such time as such consent is obtained, and (ii) shall not affect or delay the Closing of the other Properties; (i) All Pre-Emptive Rights Holders (as a result defined below) shall have either waived or exercised their Pre-Emptive Rights (as defined below); provided, however, that failure of an emergency situation with respect to the Property, (vi) any work required this condition to be done under satisfied (i) shall result only in Buyer’s right to refrain from consummating the acquisition of the specific Pre-Emptive Right Property or pursuant toPre-Emptive Right Properties for which the applicable Pre-Emptive Rights have not been waived or exercised, and (ii) shall not affect or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayeddelay the Closing of the other Properties; and (fj) Buyer’s general partnerWith respect to the Ground Lease Properties, Xxxxxxx Real Estate Investment Trust, Inc., Seller shall have successfully obtained adequate financingall consents required in connection with the assignment of Seller’s right, title and interest under the Ground Leases.

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the conditions set forth in this Section 4.64.6 below, any or all of which may be waived by Buyer, in writing, Buyer in its sole and absolute discretion. In the event Buyer terminates this Agreement due to the non-satisfaction of any of such conditions, then the conditions termination provisions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 3.4 above shall apply. (a) The Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.24.2 hereof; (b) The All of the representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date;date of Closing; and (c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Datedate of Closing; (d) Title to the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereof; (e) The physical condition of the Real Property Properly shall be substantially the same on the day of Closing Date as on the Effective Datedate of the execution of this Agreement, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, and loss by casualty (ii) the exercise by Seller or Buyer of any of their respective rights or obligations as permitted under this Agreement) excepted. As of the day of Closing and unless disclosed to, (iii) and waived by, Buyer as provided below, there shall be no litigation or administrative agency or other government proceeding of any acts donekind whatsoever, suffered pending or caused by threatened, that after Closing would, in Buyer's reasonable discretion, materially and adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner it is currently being operated, and no proceeding shall be pending or threatened that could or would cause the change, redesignation, or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, the Property, or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign portion thereof, (iv) or any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect properly adjacent to the Property. All certificates of occupancy, approvals, and permits required under local laws and regulation for the continued operation of the Property shall have been validly issued and in full force and effect; (vie) All notices of violations or order or requirements issued by any work required to be done under government agency or pursuant toauthority, or action in any way related court on account thereof, against or incidentalaffecting the Properly at the Closing Date hereunder, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or repairs to which Buyer has consented in writing, which consent may not shall be unreasonably withheld or delayedcomplied with by the Seller and the Property conveyed free thereof; and (f) Buyer’s general partner, Xxxxxxx Real Estate Investment Trust, Inc., The Title Company shall have successfully obtained adequate financingissued or irrevocably committed to issue the Title Policy.

Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall transactions to be performed by it in connection with the Closing is subject to the fulfillment on satisfaction or before the Closing Date of all waiver of the conditions set forth in this Section 4.6, any or all of which may be waived by Buyer, in writing, in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.following conditions: (a) The Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2; (b) The representations and warranties of the Seller Company and Sellers contained in this Agreement (as the same may which are Fundamental Representations shall be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects on and as of the Effective Date Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of that date), and (ii) all of the other representations and warranties of Sellers and the Company set forth in Article 2 and Article 3 that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material respects on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of that date) and the representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of that date); (b) Sellers and the Company shall have performed and complied with all of their respective covenants and conditions required to be performed prior to the Closing hereunder in all material respects through and including the Closing Date; (c) no result, occurrence, fact, change, event or effect shall have occurred which has had, or would reasonably be expected to have, a Material Adverse Effect; (d) no Proceeding shall be pending or threatened before any Governmental Entity wherein an unfavorable Order could reasonably be expected to prevent consummation of any of the transactions contemplated hereby; provided, however, this condition may not be invoked by Buyer if any such Proceeding was initiated by or at the direction of Buyer; (e) the Parties shall have received all of the consents, approvals, authorizations, clearances, waivers or Permits of any Governmental Entity or Third Party (in a form reasonably satisfactory to Buyer) set forth in Schedule 6.1(e) hereto; (f) as of the Closing Date, (A) each of the Key Employees shall remain employed by the Company and shall not have provided to the Company, or received written notice from the Company, of an intention to terminate his or her employment and (B) such Key Employees’ respective Employment Agreements shall be in full force and effect at Closing; (g) except for Indebtedness that is in the form of accounts payable, trade payables or customer deposit balances, with respect to all Closing Indebtedness of the Company, Buyer shall have received payoff letters and UCC-3 termination statements from the applicable creditors (in form reasonably acceptable to Buyer) (i) setting forth all amounts (including principal and accrued but unpaid interest) necessary to repay in full any such amounts through the Closing, (ii) providing that, upon payment in full of such amounts, all obligations owed to such holder with respect to such amounts are satisfied and released in their entirety, and (iii) providing that upon payment in full of such amounts, all Liens and other collateral securing such amounts are terminated and released; (h) Buyer shall have received the following agreements and documents: (i) a certificate duly executed by the Secretary (or equivalent officer) of the Company certifying that attached thereto are (A) true, complete and correct copies of the articles of incorporation, certified by the Secretary of State of the State of Florida as of a date no earlier than the date that is ten (10) Business Days prior to the Closing Date, and the bylaws of the Company, (B) resolutions or written consents of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, which resolutions or consents have not been modified, rescinded or revoked and (C) incumbency and signatures of the statutory officers of the Company who shall have executed this Agreement and the Transaction Documents to which the Company is a party; (ii) a certificate executed by the Company stating that the conditions set forth in this Section 6.1(a), (b) and (c) have been duly satisfied; (iii) written resignations of all directors, managers and statutory officers of the Company listed on Schedule 6.1(h)(iii) hereto, in each case effective as of the Closing Date; (civ) The Seller shall have performed good standing certificates with respect to the Company from the state of the Company’s formation and observedeach state where the Company is qualified to conduct business (which jurisdictions are set forth on Schedule 6.1(h)(iv)), in all material respectseach case, all covenants and agreements of this Agreement dated within ten (10) Business Days prior to be performed and observed by the Seller as of the Closing Date; (dv) Title the certificates representing the Acquired Shares, endorsed in blank or with stock powers duly executed to the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereoftransfer such Acquired Shares to Buyer; (evi) The physical condition the original organizational records, minute books and governance records of the Real Property shall be substantially the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or Company; (vii) any workfor each Seller a properly executed (A) IRS Form W-9 and (B) statement, remodelingdated as of the Closing Date, alterations, improvements or repairs in form and substance reasonably acceptable to which Buyer has consented in writing, which consent may not be unreasonably withheld or delayedconforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2); and (fviii) Buyer’s general partnerevidence that the actions required by Section 5.7 have occurred. Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing, Xxxxxxx Real Estate Investment Trust, Inc., shall have successfully obtained adequate financingor otherwise consummates the Closing.