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

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement). (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) Seller shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue the Title Policy in the form provided herein, and all other conditions to Purchaser's obligations hereunder shall have been satisfied or waived in writing by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.34.2. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this AgreementAgreement or not adverse to Purchaser). (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Datedate of Closing, including but not limited to, those provided for in Section 5.4. (d) Seller shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue issue, or shall have issued, the Title Policy in Policy. (e) Purchaser’s receipt of written confirmation from Seller on or prior to the form provided herein, and all other conditions Closing Date that any preemptive rights of Legacy Hotels Real Estate Investment Trust to Purchaser's obligations hereunder shall purchase the Property have been satisfied waived or waived in writing by Purchaserexpired without exercise.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) 4.6.1 Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser (or into the Closing escrow) pursuant to the terms of this Agreement, including including, but not limited to, those provided for in Section 10.34.2. (b) 4.6.2 All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)Date. (c) 4.6.3 Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) Seller shall be ready, willing and able 4.6.4 Any other condition precedent to simultaneously close on each Portfolio Property Closing in accordance with the terms and conditions favor of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue the Title Policy Purchaser expressly set forth in the form provided herein, and all other conditions to Purchaser's obligations hereunder this Agreement shall have been satisfied or waived in writing hereunder. In the event any of the foregoing conditions are not fulfilled or waived by PurchaserPurchaser by Closing, Purchaser may terminate this Agreement by giving written notice to Seller before the Closing occurs and neither party hereto shall have any further rights, obligations or liabilities hereunder except the Surviving Obligations. If Closing occurs, all of the foregoing conditions precedent shall be deemed to have been satisfied or waived.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser Shartsis, in escrow, or to Title Company all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3.4.2 hereof; (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement).; (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date.date of Closing; and (d) Seller shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably unconditionally committed to issue to Purchaser upon the Closing the Title Policy (subject to only the Permitted Exceptions and with such endorsements as have been approved by Purchaser) in the form provided herein, and all other conditions to Purchaser's obligations hereunder shall of the pro-forma policy or title commitment as have been satisfied or waived in writing agreed to by Purchasersuch Title Company and approved by Purchaser during the Title Inspection Period.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3. (b) All Seller shall have delivered to Purchaser an estoppel certificate executed by the Tenant and, except as otherwise set forth in this Section 9.l(b), in the form, or, if no form is specified, limited to the substance, required by the Lease. Notwithstanding the foregoing sentence, such estoppel certificate must certify that the full amount of the representations and warranties of Building IV Work Allowance (as defined in the Lease) has been paid to Tenant. In the event that this condition precedent to Closing is not satisfied on or before the Scheduled Closing Date, then Seller contained in shall have the right to postpone the Closing for up to fourteen (14) days to enable Seller to attempt to satisfy this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)condition precedent. (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) Seller shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue the Title Policy in the form provided herein, and all other conditions to Purchaser's obligations hereunder shall have been satisfied or waived in writing by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3. (b) All of Seller shall have delivered (i) the representations Estoppel Certificate or Purchaser’s Estoppel and warranties of (ii) the Association Estoppel to Purchaser. In the event that this condition precedent to Closing is not satisfied on or before the Scheduled Closing Date, then Seller contained in shall have the right to postpone the Closing for up to fourteen (14) days to enable Seller to attempt to satisfy this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)condition precedent. (c) Seller and Tenant shall have executed and delivered the Second Amendment, and Seller shall have delivered, in accordance with the requirements of the Second Amendment, the original unrecorded Memorandum of Lease Termination, dated as of October 20, 2011 by and between Seller and Tenant and pertaining the Lease. (d) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) Seller shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue the Title Policy in the form provided herein, and all other conditions to Purchaser's obligations hereunder shall have been satisfied or waived in writing by Purchaser.

Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder Closing shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (ai) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this AgreementAgreement on the Closing Date, including but not limited to, those provided for in Section 10.39.3. (bii) All of the representations and warranties of Seller contained in this Agreement Seller’s Representations shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)Date. (ciii) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (div) Seller On or prior to the Closing Date, Purchaser shall be ready, willing and able to simultaneously close on each Portfolio Property in accordance with the terms and conditions of each Portfolio Sale and Purchase Agreement. (e) The Title Company shall be irrevocably committed to issue the Title Policy have received an estoppel certificate in the form provided hereinattached as Exhibit “K” hereto (each a “Tenant Estoppel Certificate”) from Starburst I, Inc. or its assignee for each of its Leases. Seller hereby agrees to promptly deliver copies of any and all other conditions Tenant Estoppel Certificates executed by Starburst I, Inc. to Purchaser's obligations hereunder shall have been satisfied or waived in writing by PurchaserPurchaser after Seller’s receipt of the same.