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

Conditions Precedent to Obligation of Buyer. Buyer’s obligation to consummate the transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right, or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any of the following actions or inactions by or on behalf of Buyer (regardless of whether Seller is given notice of any such matter); (i) consummation by Buyer of the transactions contemplated hereby, (ii) any inspection or investigation of the Business or Seller, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, in each case at any time, whether before, on, or after the Closing Date. (a) Each representation and warranty set forth in ARTICLE III must have been accurate and complete in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the date of this Agreement, and must be accurate and complete in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the Closing Date, as if made on the Closing Date, without giving effect to any supplements to the Schedules. (b) Seller must have performed and complied with all of its covenants to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects including, without limitation, those set forth in Section 2.8(a). (c) There must not be pending or threatened any Proceeding by or before any Governmental Authority, arbitrator, or mediator which shall seek to restrain, prohibit, invalidate, or collect damages arising out of the transactions contemplated hereby, or which, in the reasonable judgment of Buyer, makes it inadvisable to proceed with the transactions contemplated hereby. (d) Seller and Buyer must have received the Material Consents. (e) Since the date of this Agreement there must have been no event, series of events, or the lack of occurrence thereof which, singularly or in the aggregate, have a Material Adverse Effect on the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Business, and (ii) there must not have been any fire, flood, casualty, act of God or the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the Business.

Conditions Precedent to Obligation of Buyer. Buyer’s The obligation of Buyer to consummate the transactions contemplated to occur in connection with the Closing and thereafter is transaction hereunder shall be subject to the satisfaction fulfillment on or before the date of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right, or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any Closing of all of the following actions conditions, any or inactions by or on behalf all of Buyer (regardless of whether Seller is given notice of any such matter); (i) consummation which may be waived by Buyer of the transactions contemplated hereby, (ii) any inspection or investigation of the Business or Seller, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, in each case at any time, whether before, on, or after the Closing Date.its sole discretion: (a) Each representation 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 8(b) hereof; (b) All of the representations and warranty set forth warranties of Seller contained in ARTICLE III must have been accurate this Agreement shall be true and complete correct in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the date of Closing (with appropriate modifications permitted under this Agreement); and (c) The National Institute of Health or entities under the control of NIH (collectively, the “NIH”), currently leases approximately 86.4% of the Property under a number of separate leases (each an “NIH Lease” and collectively, the “NIH Leases”). Seller shall use reasonable efforts to obtain and deliver to Buyer an executed lease summary report for each NIH Lease from NIH stating that a true and correct copy of the applicable NIH Lease is attached and further stating the term and rent under such NIH Lease and that there are no uncured defaults by either party then outstanding (collectively, the “Lease Summaries”) dated no earlier than sixty (60) days prior to the Closing Date. Seller also shall use reasonable efforts to obtain and deliver estoppel letter from each of: (i) Xxxxxxxxxx, Xxxxxx; and (ii) Xxxxx Fargo Bank in the form described or contemplated in the lease, the substance and content of which must be accurate and complete consistent in all material respects with the respective lease (except with respect collectively, the “Tenant Estoppels”) dated no earlier than sixty (60) days prior to any provisions including the word “material” or words Closing Date. If Seller is unable to obtain Lease Summaries covering not less than eighty-five percent (85%) of similar import, with respect the net rented square footage of the Improvements and dated no earlier than sixty (60) days prior to which such representations and warranties must have been accurate and complete) as of the Closing Date, as if made on the Closing Date, without giving effect then Buyer shall be entitled to any supplements terminate this Agreement by written notice to the Schedules. (b) Seller must have performed and complied with all of its covenants to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects including, without limitation, those set forth in Section 2.8(a). (c) There must not be pending or threatened any Proceeding by or before any Governmental Authority, arbitrator, or mediator which shall seek to restrain, prohibit, invalidate, or collect damages arising out of the transactions contemplated hereby, or whichSeller, in which event the reasonable judgment of Deposit shall be returned to Buyer, makes it inadvisable Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer hereunder, not to proceed with exceed $50,000, neither party hereunder shall have any further rights, liabilities or obligations hereunder, except for those matters contained herein which expressly survive the transactions contemplated herebytermination of this Agreement. (d) Seller and Buyer must shall have received assigned its membership interests in BE North Bethesda LLC to the Material Consents. (e) Since the date Partners pursuant to an Assignment of this Agreement there must have been no event, series of events, or the lack of occurrence thereof which, singularly or Members Interest substantially in the aggregate, have form of the Assignment of Partnership Interests attached hereto as Exhibit G-1 (with appropriate changes in the form necessary to reflect a Material Adverse Effect on the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Business, and (ii) there must not have been any fire, flood, casualty, act of God or the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the Businessmember interest assignment).

Conditions Precedent to Obligation of Buyer. Buyer’s Subject to the ----------------------------------------------- terms and provisions of Section 5.4(d) and (e) hereof, the obligation of Buyer ------ --- to consummate the transactions contemplated to occur in connection with the Closing and thereafter is transaction hereunder will be subject to the satisfaction fulfillment on or before the Closing Date of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right, or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any all of the following actions conditions, any or inactions by or on behalf all of Buyer (regardless of whether Seller is given notice of any such matter); (i) consummation which may be waived by Buyer in its sole discretion: (a) All of the transactions contemplated hereby, (ii) any inspection or investigation representations and warranties of the Business or Seller, (iii) the awareness Seller contained in this Agreement will be true and correct in all material respects as of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, in each case at any time, whether before, on, or after the Closing Date. (ab) Each representation Seller will have performed and warranty set forth in ARTICLE III must have been accurate and complete observed, in all material respects (except with respect to any provisions including the word “material” or words of similar importrespects, with respect to which such representations all covenants and warranties must have been accurate and complete) as of the date agreements of this Agreement, and must be accurate and complete in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the Closing Date, as if made on the Closing Date, without giving effect to any supplements to the Schedules. (b) Seller must have performed and complied with all of its covenants Agreement to be performed or complied with at or prior to and observed by Seller as Closing (singularly and in the aggregate) in all material respects including, without limitation, those set forth in Section 2.8(a)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 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) There must not be pending or threatened or, to the Knowledge of Seller, threatened, any Proceeding Claim by or before any Governmental Authority, arbitrator, arbitrator or mediator which shall seek seeking to restrain, prohibit, invalidate, prohibit or collect damages arising out of the transactions contemplated hereby, or which, in the reasonable judgment of Buyer, makes it inadvisable to proceed with invalidate the transactions contemplated hereby. (de) Seller Lender, pursuant to its right under the first paragraph of the 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 Buyer must have received has caused Buyer, pursuant to its right under the Material Consents. 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 governed exclusively by Sections 5.4(d) and (e) Since the date of this Agreement there must have been no event, series of events, or the lack of occurrence thereof which, singularly or hereof; but if a condition to Buyer's obligation to close as set -------------- forth in the aggregateforegoing Sections 4.7(c), have a Material Adverse Effect on (d) or (e) is not satisfied, Buyer's ------------------- remedy with respect thereto will be to terminate this Agreement, subject to the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Business, and (ii) there must not have been any fire, flood, casualty, act provisions of God or the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the Business.Section 13.20 hereof. -----

Conditions Precedent to Obligation of Buyer. Buyer’s The obligation of Buyer to consummate the transactions contemplated to occur in connection proceed with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. Unless expressly waived pursuant fulfillment prior to this Agreement, no representation, warranty, covenant, right, or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any at Closing of the following actions conditions set forth in this Section 2.2. Any one or inactions more of these conditions may be waived, in whole or in part, by or on behalf of Buyer (regardless of whether Seller is given notice of any such matter); at Buyer’s sole option. (i) consummation by Buyer Except to the extent that any inaccuracies in any such representations and warranties would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the representations and warranties of Seller contained in Article 4 (other than the Seller Specified Representations and the representation and warranty set forth in the last sentence of Section 4.6) shall be true and correct in all respects (without giving effect to any “materiality” and “Material Adverse Effect” qualifiers therein) as of the transactions contemplated herebydate hereof and as of the Closing Date as if made on and as of the Closing Date, except for those representations and warranties contained in Article 4 that relate to a specific date, which representations and warranties shall be true and correct as of such date, (ii) any inspection or investigation the Seller Specified Representations (other than the representation and warranty set forth in Section 4.10(c)) and the representation and warranty set forth in the last sentence of Section 4.6 shall be true and correct as of the Business or Sellerdate hereof and as of the Closing Date as if made on and as of the Closing Date, except for any such representations and warranties that relate to a specific date, which representations shall be true, correct and complete in all respects as of such date and (iii) the awareness representation and warranty set forth in Section 4.10(c) shall be true and correct as of any fact or matter acquired (or capable or reasonably capable the date hereof and as of being acquired) with respect to the Business or Seller, or (iv) any other action, in each case at any time, whether before, on, or after Closing Date as if made on and as of the Closing Date. (ab) Each representation Seller shall have performed and warranty set forth in ARTICLE III must have been accurate and complete complied in all material respects with the covenants and obligations set forth herein required to be performed by and complied with by Seller at or before the Closing Date. (except with respect to any provisions including the word “material” or words c) Seller shall have delivered a certificate duly executed by an executive officer of similar importSeller, with respect to which such representations and warranties must have been accurate and complete) as of the date of this Agreement, and must be accurate and complete in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) dated as of the Closing Date, in a form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Section 2.2(a) and Section 2.2(b). (d) Between the date of this Agreement and the Closing Date, there shall not have occurred any action, inaction, event, state of facts, circumstance, change or development which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect. (e) No Law or Order shall be in effect or shall have been enacted that prohibits or threatens to prohibit the Contemplated Transactions. No Legal Proceeding shall be pending or threatened challenging the lawfulness of the Contemplated Transactions or seeking to prevent or delay any of the Contemplated Transactions. (f) All Legal Approvals set forth on Schedule 2.2(f) shall have been received and shall be in full force and effect. (g) All Consents set forth on Schedule 2.2(g) shall have been received and remain in full force and effect (and Seller shall have delivered to Buyer evidence reasonably satisfactory to Buyer evidencing affirmative approval or consent by the party or parties for which such consent was sought). (h) Evidence reasonably satisfactory to Buyer of irrevocable release of each Company and Subsidiary, as if made applicable, from (i) all Affiliate Support Arrangements (including any Terminating Intercompany Arrangements) (“Affiliate Support Releases”), (ii) any obligations (including guarantees) under the Existing Credit Agreements and the Existing Note Purchase Agreements (“Existing Debt Releases”) to which each of them is party, or by or under which assets of the Business are pledged or bound as of the Closing Date and (iii) any other Indebtedness of the Business Group not permitted to remain outstanding on the Closing Date, without giving effect to shall have been received and any supplements to the Schedulesliens thereunder shall have been released. (bi) The Adjustment shall have been completed in all material respects in accordance with the Adjustment Plan. (j) Seller must shall have performed entered into a Transition Services Agreement in substantially the form attached as Exhibit A (the “Transition Services Agreement”). (k) The Seller Group shall have entered into a Master Amendment Agreement in substantially the form attached as Exhibit G, except as Buyer and complied with all of its covenants to be performed or complied with at or Seller may otherwise agree prior to Closing (singularly and in the aggregate) in all material respects including, without limitation, those set forth in Section 2.8(a“Master Amendment Agreement”). (cl) There must not be pending or threatened any Proceeding by or before any Governmental Authority, arbitratorThe consents to the transfer, or mediator which shall seek to restraintransfer of control, prohibit, invalidate, or collect damages arising out of the transactions contemplated hereby, or which, Permits set forth in the reasonable judgment of Buyer, makes it inadvisable to proceed with the transactions contemplated herebySchedule 2.2(l) shall have been obtained. (dm) Seller and Buyer must shall also have received the Material Consentsdocuments referred to in Section 2.4(a). (en) Since Seller shall have delivered to Buyer evidence, reasonably satisfactory to Buyer, of the date entry by each of this the Licensee Owned Entities and their respective shareholders as at Closing into an administrative services and shareholder agreement with Buyer or an Affiliate designated by Buyer (the “Buyer PC Counterparty”) in substantially the same form as the Administrative Services and Shareholder Agreement there must have been no eventmade and entered into effective February 11, series 2008 by and among CB&I Environmental & Infrastructure, Inc., CB&I Engineering of eventsNorth Carolina, or the lack of occurrence thereof which, singularly or in the aggregate, have a Material Adverse Effect on the Business, including P.C. and its shareholders; provided that such agreement shall provide (i) there must not have been any action for the right of the Buyer PC Counterparty to receive, by payment of fees, distributions or inaction by a Governmental Authorityotherwise, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on all of the Business, net income from the business activities and operations of the Licensee Owned Entity and (ii) there must not preclude the respective shareholders of the Licensee Owned Entities from receiving any compensation or benefit from the Licensee Owned Entities unless approved in advance by Buyer. (o) Seller shall have been provided Buyer with evidence, reasonably satisfactory to Buyer, that each shareholder of each of the Licensee Owned Entities is a party to a binding and enforceable agreement with US Holdco pursuant to which each such shareholder is obligated, at the election of US Holdco, to sell all or any firepart of such shareholder’s shares to a buyer designated by US Holdco at a price and upon terms satisfactory to US Holdco. (p) Seller shall have entered into a strategic alliance agreement, flood, casualty, act of God or in substantially the public enemy, or other cause form attached as Exhibit H (regardless of insurance coverage for such damage“Strategic Alliance Agreement”). (q) which Seller shall have a Material Adverse Effect on entered into the BusinessEquipment Rental Agreement. (r) Buyer shall have entered into the New Leases concurrently with Closing.

Conditions Precedent to Obligation of Buyer. Buyer’s The obligation of Buyer to consummate the transactions contemplated to occur in connection with the Closing and thereafter is transaction hereunder shall be subject to the satisfaction fulfillment on or before the date of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right, the applicable Closing (or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any such earlier time as otherwise required hereby) of all of the following actions conditions, any or inactions by or on behalf all of Buyer (regardless of whether Seller is given notice of any such matter); (i) consummation which may be waived by Buyer in its sole discretion: i. All of the transactions contemplated hereby, (ii) any inspection or investigation representations and warranties of the Business or Seller, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, Seller contained in each case at any time, whether before, on, or after the Closing Date. (a) Each representation this Agreement shall be true and warranty set forth in ARTICLE III must have been accurate and complete correct in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the date of this Agreementthe applicable Closing, without regard to any knowledge based qualifications. ii. Seller shall have performed and must be accurate and complete observed, in all material respects respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing. For purposes of this Section 3.02.ii., a failure to perform by Seller shall be deemed “material” if it (except i) prevents Buyer’s lender from issuing its loan for Buyer’s financing of the Property, and/or (ii) would cost more than $30,000.00 for Seller to cure the same, as determined by Escrow Agent; provided that Seller credits Buyer at Closing for such amount. iii. With regard to the Closing for the Phase I Real Property only, Seller has obtained and delivered to Buyer all consents required to assign the Phase I Construction Contracts to Buyer in accordance with their terms, as contemplated in Section 9.01(n). iv. With regard to the Closing for the Phase II Real Property only, Seller has obtained and delivered to Buyer all consents required to assign the Phase II Construction Contracts to Buyer in accordance with their terms, as contemplated in Section 9.01(o). v. With regard to the Closing for the Phase II Real Property only, the Construction Conditions have been satisfied. As used herein, "Construction Conditions" shall mean the following: [a] the Architect (as hereinafter defined) shall have issued a certificate of substantial completion with respect to any provisions including the word “material” Improvements upon the Phase II Land having been constructed in accordance with the Phase II Plans; [b] the aggregate estimated cost of completing all Punch List (as hereinafter defined), is equal to or words less than $150,000.00; [c] final certificates of similar import, occupancy shall have been issued with respect to which such representations and warranties must have been accurate and complete) as all of the Closing DateImprovements upon the Phase II Land; and [d] Seller has delivered notice to Buyer, as if made on along with evidence substantiating the Closing Datesame in accordance with [a] – [c] above, without giving effect to any supplements to that the Schedules. (b) Seller must have performed and complied with all of its covenants to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects including, without limitation, those Construction Conditions set forth in Section 2.8(a). ([a] – [c) There must not be pending or threatened any Proceeding by or before any Governmental Authority, arbitrator, or mediator which shall seek to restrain, prohibit, invalidate, or collect damages arising out of the transactions contemplated hereby, or which, in the reasonable judgment of Buyer, makes it inadvisable to proceed with the transactions contemplated hereby. (d) Seller and Buyer must have received the Material Consents. (e) Since the date of this Agreement there must ] have been no event, series of events, or the lack of occurrence thereof which, singularly or in the aggregate, have a Material Adverse Effect on the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Business, and (ii) there must not have been any fire, flood, casualty, act of God or the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the Businesssatisfied.

Conditions Precedent to Obligation of Buyer. Buyer’s The obligation of Buyer to consummate the transactions transaction contemplated to occur in connection with the Closing and thereafter is hereunder shall be subject to the satisfaction fulfillment on or before the date of each condition precedent listed Closing of all of the conditions set forth in this Section 4.7 below. Unless expressly , any or all of which may be waived pursuant to this Agreement, no representation, warranty, covenant, right, or remedy available to by Buyer in connection with its sole and absolute discretion. Except as provided in Section 6.1, in the transactions contemplated hereby will be deemed waived by any of event Buyer terminates this Agreement due to the following actions or inactions by or on behalf of Buyer (regardless of whether Seller is given notice nonsatisfaction of any such matter); (i) consummation by Buyer of conditions, then the transactions contemplated hereby, (ii) any inspection or investigation of the Business or Seller, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, termination provisions set forth in each case at any time, whether before, on, or after the Closing DateSection 3.6 above shall apply. (a) Each representation 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 4.2 hereof; (b) All of the representations and warranty set forth warranties of Seller contained in ARTICLE III must have been accurate this Agreement shall be true and complete correct in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the date of this AgreementClosing; (c) Seller shall have performed and observed, and must be accurate and complete in all material respects respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; and (except d) The Title Company shall have issued or irrevocably committed to issue the Title Policy, which includes no exceptions other than the Permitted Exceptions.; (e) 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 aggregate occupied square footage of the Property and the Related Property (the “Estoppel Requirement”), in each case substantially consistent with the 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 Seller has obtained and furnished to Buyer Tenant Estoppels from each of the Major Tenants but has not obtained and furnished to Buyer sufficient Tenant Estoppels to satisfy the Estoppel Requirement, 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 the benefit of both Buyer and its lender. If Seller delivers its seller estoppel certificate with respect to any provisions including 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 word “material” or words of similar import, Closing with respect to which any tenant for whom Seller has delivered its certificate at Closing pursuant to this Section, Seller’s estoppel certificate with respect to such representations tenant shall automatically be deemed null and warranties must have been accurate and complete) void as of to matters covered in the Closing Date, as if made on the Closing Date, without giving effect applicable Tenant Estoppel. With respect to any supplements statement or certification relating to the Schedulesa tenant contained in a Seller’s estoppel certificate, Seller may qualify said statement or certification therein by a “best of knowledge” standard or similar provision. (bf) Seller must have performed and complied with all of its covenants to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects including, without limitation, those set forth in Section 2.8(a). (c) There must not be pending or threatened any Proceeding by or before any Governmental Authority, arbitrator, or mediator which No Major Tenant shall seek to restrain, prohibit, invalidate, or collect damages arising out of the transactions contemplated hereby, or which, in the reasonable judgment of Buyer, makes it inadvisable to proceed with the transactions contemplated hereby. (d) Seller and Buyer must have received the Material Consents. (e) Since the date of this Agreement there must have been no event, series of events, or the lack of occurrence thereof which, singularly or in the aggregate, have a Material Adverse Effect on the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Business, and in material default under its Lease; (ii) there must not have been filed bankruptcy or sought any fire, flood, casualty, act similar debtor protective measure or be the subject of God an involuntary bankruptcy; or (iii) have given notice of intent to do any of the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the Businessforegoing.

Conditions Precedent to Obligation of Buyer. Buyer’s The obligation of Buyer to consummate the transactions contemplated to occur be performed by it in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right, or remedy available to Buyer in connection with the transactions contemplated hereby will be deemed waived by any of the following actions or inactions by or on behalf of Buyer (regardless of whether Seller is given notice of any such matter); (i) consummation by Buyer of the transactions contemplated hereby, (ii) any inspection or investigation of the Business or Seller, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to the Business or Seller, or (iv) any other action, in each case at any time, whether before, on, or after the Closing Date.conditions: (a) Each representation and warranty The representations of CADDX set forth in ARTICLE III must IV and of Sellers set forth in ARTICLE V shall have been accurate true and complete correct in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations at and warranties must have been accurate and complete) as of the date of this Agreement, and must be accurate and complete in all material respects (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been accurate and complete) as of the Closing Date, Date as if made on the Closing Date, without giving effect to any supplements supplement to the SchedulesDisclosure Letter. (b) Each Seller must and CADDX shall have performed and complied with all of its their covenants to be performed or complied with at or prior to Closing (singularly and in the aggregate) hereunder in all material respects including, without limitation, those set forth in Section 2.8(a)through the Closing. (c) There must not be pending or threatened any Proceeding CADDX shall have delivered to Buyer a certificate signed by or before any Governmental Authorityan executive officer of CADDX, arbitratorand each Seller shall have delivered to Buyer a certificate, or mediator which shall seek each such certificate to restrain, prohibit, invalidate, or collect damages arising out the effect that each of the transactions contemplated hereby, or which, conditions specified in the reasonable judgment SUBSECTIONS 1(a) and 1(b) of Buyer, makes it inadvisable to proceed with the transactions contemplated herebythis ARTICLE IX is satisfied. (d) Seller and There shall not be any judgment, order, decree, stipulation, injunction or charge in effect preventing consummation by Buyer must have received of the Material Consents.Transaction (e) Since Buyer shall have received all other authorizations, consents and approvals of governments and governmental agencies as may be required for the date lawful consummation by Buyer of this Agreement there must the Transaction. (f) Buyer shall have been no eventreceived from counsel to Sellers an opinion with respect to the matters set forth in EXHIBIT G attached hereto, series addressed to Buyer and dated as of eventsthe Closing Date. (g) All actions to be taken by Sellers in connection with consummation of the transactions contemplated hereby and all certificates, or the lack of occurrence thereof whichopinions, singularly or in the aggregate, have a Material Adverse Effect on the Business, including (i) there must not have been any action or inaction by a Governmental Authority, arbitrator, or mediator which could reasonably be expected to cause a Material Adverse Effect on the Businessinstruments, and other documents required to effect the Transaction will be reasonably satisfactory in form and substance to Buyer. (iih) there must not Buyer shall have been received a Phase I Environmental Site Assessment on CADDX's current manufacturing facilities from an environmental engineering consulting firm of Buyer's choosing, which shall be obtained at Buyer's sole cost and expense, and which shall reveal no recommendations for clean-up or any fireother remedial action. Buyer may waive any condition specified in this ARTICLE IX, flood, casualty, act of God SECTION 1 if Buyer executes a writing so stating at or prior to the public enemy, or other cause (regardless of insurance coverage for such damage) which have a Material Adverse Effect on the BusinessClosing.