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

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing 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 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) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (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 date of Closing.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by the Purchaser in its sole discretion:whole or in part to the extent permitted by applicable law): (a) Seller shall have delivered to Purchaser all representations and warranties of the items required to Sellers contained herein shall be delivered to Purchaser pursuant to true and correct as of the terms date hereof and as of this Agreement, including but not limited to, those provided for in Section 4.2 hereofthe Closing Date; (b) All all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller the Sellers contained in this Agreement herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the date Closing Date with the same effect as though those representations and warranties had been made again at and as of Closing (with appropriate modifications permitted under this Agreement)that time; (c) The members of the Board of Directors of the Condominium Sellers shall have performed and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing (collectively, the "Board Resignation Letters")Date; and (d) Seller there shall not have performed and observed, been or occurred any material adverse change in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as the business or operations of the date of ClosingCompany.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All each of the representations and warranties of Seller contained Sellers set forth in this Agreement Article V shall be true and correct correct, in all material respects as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Sellers on behalf of all Sellers, dated the Closing Date, to the foregoing effect; (b) Sellers shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and agreements required in this Agreement)Agreement to be performed or complied with by it prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Sellers on behalf of all Sellers, dated the Closing Date, to the forgoing effect; (c) The members of the Board of Directors of the Condominium all Required Consents set forth on Schedule 10.2(a) shall have been duly obtained, made or given and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective be in full force and effect; (d) there shall not have occurred after the date of the Closing (collectively, the "Board Resignation Letters")hereof an event or failure to act causing a Material Adverse Effect; and (de) Seller Sellers shall have performed and observeddelivered, in all material respects, all covenants and agreements of this Agreement or caused to be performed and observed by Seller as delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by the Purchaser in its sole discretion:whole or in part to the extent permitted by applicable law): (a) Seller shall have delivered to Purchaser all representations and warranties of the items required to Company contained herein shall be delivered to Purchaser pursuant to true and correct as of the terms of this Agreement, including but not limited to, those provided for in Section 4.2 date hereof; (b) All all representations and warranties of the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller the Company contained in this Agreement herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the date Closing Date with the same effect as though those representations and warranties had been made again at and as of Closing (with appropriate modifications permitted under this Agreement)that time; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller Company shall have performed and observed, complied in all material respects, respects with all obligations and covenants and agreements of required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (d) the Purchaser shall have been furnished with certificates (dated the Closing Date and observed in form and substance reasonably satisfactory to the Purchaser) executed by Seller the Company certifying as to the fulfillment of the date of Closing.conditions specified in Sections 6.1(a), 6.1

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be Transactions is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller Sellers contained in this Agreement (disregarding any “materiality” or “Seller Material Adverse Effect” qualifications contained therein) shall be true and correct in all material respects as of the date of Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except where the failure to be so true and correct has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Sellers shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and agreements required in this Agreement)Agreement to be performed or complied with by them prior to or on the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the forgoing effect; (c) The members Sellers shall have delivered, or caused to be delivered, to Purchaser all of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters")items set forth in Section 4.2; and (d) No Seller Material Adverse Effect 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 occurred since the date of Closingthis Agreement.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained Sellers set forth in this Agreement shall be true and correct at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect; (b) Sellers shall have performed and complied in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement); (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller shall have performed and observed, in all material respects, all covenants obligations and agreements of required in this Agreement to be performed or complied with by it prior to the Closing Date, and observed Purchaser shall have received a certificate signed by Seller as an authorized officer of Parent on behalf of Sellers, dated the Closing Date, to the forgoing effect; and (c) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate effect the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment satisfaction or waiver of each of the following conditions on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretionDate: (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 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 (Date with appropriate modifications permitted under this Agreement); (c) The members of the Board of Directors of the Condominium same effect as if such representations and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date warranties had been made or given on and as of the Closing (collectively, Date; all covenants and conditions to be performed or met by Seller on or prior to the "Board Resignation Letters"); and (d) Seller Closing Date shall have been so performed and observed, or met in all material respects; and on the Closing Date, all covenants and agreements of this Agreement to be performed and observed by Seller Purchaser shall have received an officers' certificate, dated as of the date Closing Date, signed by the chief financial officer or another senior executive officer of ClosingSeller, attesting to such facts to the best knowledge of that officer after reasonable inquiry. (b) Except as otherwise provided herein Seller shall have obtained all consents and approvals which are necessary or advisable in connection with its consummation of the transactions contemplated hereby and shall have delivered executed copies thereof to Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the The representations and warranties of Seller Sellers contained in this Agreement that are not qualified by materiality or similar qualification shall be true and correct in all material respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and the date representations and warranties of Sellers contained in this Agreement that are qualified by materiality or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing (with appropriate modifications permitted under this Agreement);Date, to the foregoing effect. (cb) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller Sellers shall have performed and observed, complied in all material respectsrespects with all covenants, all covenants obligations and agreements of required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and observed Purchaser shall have received a certificate signed by an authorized officer of each Seller as on behalf of such Seller, dated the Closing Date, to the forgoing effect. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:: 38 (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 including, but not limited to, those provided for in Section 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 Section 4.2(k) of this Agreement); (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (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 date of Closing; and (d) If the Property and the adjoining property known as Peter Cooper Village ("PCV") are conveyed to one party or affiliated xxxxxxx, xxx following shall comprise additional conditions precedent to the obligations of Purchaser hereunder: (i) the Closing of the sale of PCV shall occur simultaneously with the Closing of the sale of the Property; and (ii) any default by Seller in the performance of its obligations pursuant to the purchase and sale agreement for PCV and/or to consummate the sale of PCV shall constitute a default by Seller hereunder and the non-fulfillment of Section 4.6(c) hereof.

Conditions Precedent to Obligations of Purchaser. The obligation obligations of Purchaser to consummate the transaction hereunder shall be Contemplated Transactions as provided by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller Sellers contained in this Agreement shall and in any document, instrument or certificate delivered hereunder (i) that are not qualified by materiality will be true and correct in all material respects at and as of the Closing with the same force and effect as if made as of the Closing and (ii) that are qualified by materiality will be true and correct in all respects at and as of the Closing with the same force and effect as if made as of the Closing, in each case, other than representations and warranties that expressly speak only as of a specific date or time, which will be true and correct as of such specified date or time; (b) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing (with appropriate modifications permitted under this Agreement)Date; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller Purchaser shall have performed received a Phase I Environmental Site Assessment Report with respect to the Real Estate (which report must cover mold, asbestos, radon and observedlead-based paint as well as environmental matters customarily addressed in a Phase I Environmental Site Assessment Report), which report must be acceptable to Purchaser in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing.its reasonable discretion;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (ai) 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 4.2 hereof; (b) All of the representations and warranties of the Company and the Seller contained set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, at and as of the Closing Date (without regard to any supplement or amendment to the Schedules pursuant to Section 8.12) as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date (without regard to any supplement or amendment to the Schedules pursuant to Section 8.12)), in each case, except as in the aggregate would not have a Material Adverse Effect, and (ii) Purchaser shall have received a certificate signed by an authorized officer of each of the Company and the Seller, dated the Closing (with appropriate modifications permitted under this Agreement)Date, to the foregoing effect; (cb) The members each of the Board of Directors of the Condominium Company and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller shall have performed and observed, complied in all material respects, respects with all covenants and agreements of required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and observed Purchaser shall have received a certificate signed by Seller as an authorized officer of each of the date of Closing.Company and the Seller, dated the Closing Date, to the foregoing effect;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing 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 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) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "“Board Resignation Letters"”); and (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 date of Closing.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained Parent set forth in this Agreement shall be true and correct at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Parent, dated the Closing Date, to the foregoing effect; (b) Parent shall have performed and complied in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement); (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller shall have performed and observed, in all material respects, all covenants obligations and agreements of required in this Agreement to be performed or complied with by it prior to the Closing Date, provided, that the condition set forth in this Section 10.1(b) shall be deemed satisfied unless such failures to so perform or comply taken together result in a Material Adverse Effect, and observed Purchaser shall have received a certificate signed by Seller as an authorized officer of Parent, dated the Closing Date, to the forgoing effect; and (c) Parent shall have delivered, or caused to be delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment on fulfillment, at or before prior to the date Closing, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller each of Seller, WPS and the Company to Purchaser contained in this Agreement herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date; (b) each of Seller, WPS and the Company shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and covenants required by this Agreement)Agreement to be performed or complied with by it on or prior to the Closing Date; (c) The members the waiting period under the HSR Act shall have expired or been earlier terminated; (d) no Law shall have been enacted, and no Order of any Governmental Body shall be in effect, which restrains, enjoins or otherwise prohibits the consummation of the Board transactions contemplated hereby; (e) the consents, waivers, approvals or other authorizations of Directors Governmental Bodies required to have been obtained by Purchaser in connection with the execution, delivery and performance of this Agreement, and the consummation of the Condominium transactions contemplated hereby, shall have been obtained; (f) Purchaser shall have received an opinion of counsel to Seller, WPS and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of Company, dated the Closing (collectivelyDate, the "Board Resignation Letters")in form and content reasonably acceptable to Purchaser; and (dg) Seller Purchaser shall have performed received sufficient funds to effect the Closing and observed, in all material respects, all covenants and agreements of other transactions contemplated by this Agreement to be performed and observed by Seller as of the date of ClosingAgreement.

Conditions Precedent to Obligations of Purchaser. The ------------------------------------------------ obligation of the Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by the Purchaser in its sole discretion:whole or in part): (a) Seller shall have delivered to Purchaser all representations and warranties of the items required to Shareholders and the Tri-S Shareholders contained herein shall be delivered to Purchaser pursuant to true and correct as of the terms of this Agreement, including but not limited to, those provided for in Section 4.2 date hereof; (b) All all representations and warranties of the Shareholders and the Tri-S Shareholders contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller the Shareholders and the Tri-S Shareholders contained in this Agreement herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the date Closing Date with the same effect as though those representations and warranties had been made again at and as of Closing (with appropriate modifications permitted under this Agreement)that time; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectivelyShareholders, the "Board Resignation Letters"); and (d) Seller Tri-S Shareholders and National shall have performed and observed, complied in all material respects, respects with all obligations and covenants and agreements of required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (d) the Purchaser shall have been furnished with certificates (dated the Closing Date and observed in form and substance reasonably satisfactory to the Purchaser) executed by Seller each Shareholder and each Tri-S Shareholder certifying as to the fulfillment of the date of Closing.conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained Sellers set forth in this Agreement shall be true and correct at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller Representative, dated the Closing Date, to the foregoing effect; (b) each Seller shall have performed and complied in all material respects as with all obligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller Representative, dated the date of Closing (with appropriate modifications permitted under this Agreement)Date, to the forgoing effect; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of Cash Balances on the Closing Date shall be greater than the Purchase Price; (collectivelyd) no Distributions shall have occurred since June 1, 2010; (e) there shall exist no restrictions on the "Board Resignation Letters")Company’s ability to repay the amounts owed to the Sellers under the Notes; and (df) each Seller shall have performed and observeddelivered, in all material respects, all covenants and agreements of this Agreement or caused to be performed and observed by Seller as delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser Purchaser, in its sole discretion:whole or in part, subject to Applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained in this Agreement herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Seller that speak of a certain date, which representations and warranties shall have been true and correct as of such date; provided, however, that this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a Transfer Gxxxx Xxxxxxxx Adverse Effect or a Seller Material Adverse Effect; (b) Seller shall have performed and complied with its obligations and covenants required by this Agreement (other than Section 8.1(d) hereof) to be performed or complied with by Seller on or prior to the Closing Date, in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)respects; (c) The members None of the Board of Directors of Transfer Group Companies or the Condominium and Northern Border Companies shall have filed a petition for relief under the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"Bankruptcy Code or taken any other action specified in Section 6.2(b)(xii); and (d) Seller Purchaser shall have performed and observedbeen furnished with the documents referred to in Section 8.1 (other than Section 8.1(d) hereof), in all material respects, all covenants and agreements including originally executed versions of this Agreement to be performed and observed the Transaction Documents executed by Seller as of the date of Closingall parties thereto other than Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller Sellers contained in this Agreement that are not qualified by materiality or Seller Material Adverse Effect or similar qualification shall be true and correct (i) with respect to the representations and warranties of Sellers contained in Sections 5.1, 5.2, 5.4 and 5.5, in all non-de minimis respects and (ii) with respect to all other representations and warranties of Sellers contained in this Agreement, in all material respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to the representations and warranties of Sellers contained in Section 5.5(c), in all non-de minimis respects) as of such earlier date, and the representations and warranties of Sellers contained in this Agreement that are qualified by materiality or Seller Material Adverse Effect or similar qualification shall be true and correct in all respects on and as of the date Closing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date, and Purchaser shall have received a certificate signed by an authorized officer of each Seller on behalf of such Seller, dated the Closing (with appropriate modifications permitted under this Agreement)Date, to the foregoing effect; (cb) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller Sellers shall have performed and observed, complied in all respects with the obligations and agreements set forth in Sections 8.2(f)(i) and (ii) and Section 8.9 and in all material respects, respects with all covenants other obligations and agreements of required in this Agreement to be performed or complied with by them prior to or on the Closing Date, and observed Purchaser shall have received a certificate signed by an authorized officer of each Seller as on behalf of such Seller, dated the Closing Date, to the forgoing effect; and (c) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the date of Closingitems set forth in Section 4.2.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by the Purchaser in its sole discretion:whole or in part to the extent permitted by applicable law): (a) Seller shall have delivered to Purchaser all representations and warranties of the items required to Sellers contained herein shall be delivered to Purchaser pursuant to true and correct as of the terms of this Agreement, including but not limited to, those provided for in Section 4.2 date hereof; (b) All all representations and warranties of the Sellers contained herein qualified as to materiality shall be true and correct, and the representations and warranties of Seller the Sellers contained in this Agreement herein not qualified as to materiality shall be true and correct in all material respects respects, at and as of the date Closing Date with the same effect as though those representations and warranties had been made again at and as of Closing (with appropriate modifications permitted under this Agreement)that time; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (d) Seller Sellers shall have performed and observed, complied in all material respects, respects with all obligations and covenants and agreements of required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (d) the Purchaser shall have been furnished with certificates (dated the Closing Date and observed in form and substance reasonably satisfactory to the Purchaser) executed by each Seller certifying as to the fulfillment of the date of Closing.conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment on fulfillment, at or before prior to the date Closing, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained Holdings and of the Sellers (i) set forth in Sections 5.1, 5.2, 5.4, 5.19, 6.1, 6.2, 6.4 and 6.6 of this Agreement (the “Fundamental Representations”) shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, and (ii) set forth in any other Section of this Agreement shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except, in each case under this clause (ii), where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality,” including the words “material” or “Material Adverse Effect,” set forth therein) would not, individually or in the aggregate, have a Material Adverse Effect; (b) Holdings and the Sellers shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date (without giving effect to any limitation or qualification as of to “materiality,” including the date of words “material” or “Material Adverse Effect,” set forth therein); provided, however, that with respect to the Sellers’ and Holdings’ obligations under Section 8.13, the condition in this Section 9.1(b) shall only require Holdings and the Sellers to have performed and complied in all material respects with all obligations and agreements in Section 8.13 to the extent reasonably achievable on or prior to the Closing Date (with appropriate modifications permitted under the Closing Date for purposes of this Agreementproviso being determined ignoring the requirements of Section 8.13); (c) The members there shall not be in effect any Order by a Governmental Authority of competent jurisdiction prohibiting the consummation of the Board of Directors of transactions contemplated hereby; (d) the Condominium and waiting period applicable to the Officers of transactions contemplated by this Agreement under the Condominium HSR Act shall deliver written notices resigning their respective positions of the Condominium effective have expired or early termination shall have been granted; (e) since the date of the Closing (collectivelythis Agreement, the "Board Resignation Letters")there shall not have occurred any event, occurrence, change, result, state of facts or effect that has had or would reasonably be expected to have a Material Adverse Effect; and (df) Holdings the Sellers and the Seller Representative shall have performed and observed, in all material respects, all covenants and agreements of this Agreement delivered or caused to be performed and observed by Seller as delivered to Purchaser all of the date of Closingcertificates and other documents set forth in Sections 3.2(a), 3.2(b), and 3.2(c).

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be Transactions is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller Sellers contained in this Agreement (disregarding any "materiality" or "Seller Material Adverse Effect" qualifications contained therein) shall be true and correct in all material respects as of the date of Closing (except such representations and warranties that expressly address an earlier date, which such representations and warranties shall be true and correct as of such earlier date), except where the failure to be so true and correct has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the foregoing effect; (b) Sellers shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and agreements required in this Agreement)Agreement to be performed or complied with by them prior to or on the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, to the forgoing effect; (c) The members Sellers shall have delivered, or caused to be delivered, to Purchaser all of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters")items set forth in Section ‎4.2; and (d) No Seller Material Adverse Effect shall have performed and observed, in all material respects, all covenants and agreements occurred since the date of this Agreement to and be performed and observed by Seller as of the date of Closingcontinuing.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by Applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained set forth in this Agreement that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (with appropriate modifications permitted under this Agreementin which case such representations and warranties that are qualified as to materiality or that contain a Material Adverse Effect qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (db) Seller shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required in this Agreement or the Ancillary Agreements to be performed and observed or complied with by Seller as it prior to the Closing Date; (c) there shall not have been or occurred any event, change, occurrence or circumstance that has had or has a reasonable likelihood of having a Material Adverse Effect since the date of Closing.this Agreement;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date of Closing of all Date, of the following conditions, any or all of conditions (which may be waived in writing by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (a) Seller The representations and warranties of Sellers and Invensys contained herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Invensys and Sellers that speak of a certain date, which representations and warranties shall have been true and correct as of such date, in each case without giving effect to any materiality qualifications contained in such representations and warranties; provided, however, that this condition shall be deemed satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had a Company Material Adverse Effect. (b) Sellers and Invensys shall have performed and complied with their respective obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, in all material respects. (c) Purchaser shall have received the proceeds of the financing transactions contemplated by the Debt Commitment Letter on terms and conditions which, in the aggregate, are not materially adverse to Purchaser as compared to those set forth therein. (d) Sellers and Invensys shall have delivered to Purchaser all a certificate, dated the Closing Date and signed by an officer of each Seller and Invensys, stating that the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for conditions in Section 4.2 hereof; Sections 8.1(a) and (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) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (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 date of Closingbeen satisfied.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder transactions contemplated by this Agreement shall be subject to the performance and observance by Seller of all covenants, warranties and agreements of this Agreement to be performed or observed by Seller prior to or on the Closing Date and the fulfillment on or before the date of Closing Date of all of the following conditionsother conditions precedent to Closing benefiting Purchaser specifically enumerated in this Agreement, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller . If Purchaser does not elect to waive such unsatisfied conditions and proceed to Closing, and subject to any automatic extension of the Closing Date and Purchaser’s right to further extend the Closing Date as provided herein, Purchaser may terminate this Agreement on the then-scheduled Closing Date by sending written notice of such termination to Seller, in which event the Deposit and all interest accrued thereon shall have delivered be returned to Purchaser all and each of the items required parties hereto shall be relieved of all further obligations hereunder, except for any obligations which are expressly stated herein to be delivered to Purchaser pursuant to survive the terms expiration or earlier termination of this Agreement; provided, including but however, that if any of such conditions has not limited tobeen satisfied due to a default by Purchaser or Seller hereunder, those provided for then Purchaser’s and Seller’s respective rights, remedies and obligations shall instead be determined in accordance with Section 4.2 hereof; (b) All of 9.1. or Section 9.2, as 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) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (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 date of Closingcase may be.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): . (a) Seller shall have delivered to Purchaser all Each representation and warranty 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 4.2 hereof; (b) All of the representations and warranties of each Seller contained in this Agreement shall be true and correct (in the case of representations and warranties qualified as to materiality or Material Adverse Effect) or true and correct in all material respects (in the case of representations and warranties that are not so qualified) as of the date Closing Date with the same effect as though made on the Closing Date; (b) Each Seller shall have complied on or before the Closing Date in all material respects with each of the covenants and agreements of Sellers contained in this Agreement to be performed on or before the Closing (with appropriate modifications permitted under this Agreement)Date; (c) The members Sellers shall have delivered, or caused to be delivered, to Purchaser all of the Board items set forth in Section 4.2; (d) there shall not be in effect any Order by a Governmental Authority of Directors competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters")transactions contemplated hereby; and (de) Seller the Bankruptcy Court shall have performed and observedentered the Sale Order, in all material respectswhich shall not have been stayed, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closingmodified, amended, dissolved, revoked or rescinded without Purchaser’s consent.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser Purchaser, in its sole discretion:whole or in part, subject to Applicable Law): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained in this Agreement herein shall be true and correct on and as of the Closing Date, except those representations and warranties of Seller that speak of a certain date, which representations and warranties shall have been true and correct as of such date; PROVIDED, HOWEVER, that this condition shall be deemed to have been satisfied so long as any failure of such representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to result in a Transfer Group Material Adverse Effect or a Seller Material Adverse Effect; (b) Seller shall have performed and complied with its obligations and covenants required by this Agreement (other than Section 8.1(d) hereof) to be performed or complied with by Seller on or prior to the Closing Date, in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)respects; (c) The members None of the Board of Directors of Transfer Group Companies or the Condominium and Northern Border Companies shall have filed a petition for relief under the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"Bankruptcy Code or taken any other action specified in Section 6.2(b)(xii); and (d) Seller Purchaser shall have performed and observedbeen furnished with the documents referred to in Section 8.1 (other than Section 8.1(d) hereof), in all material respects, all covenants and agreements including originally executed versions of this Agreement to be performed and observed the Transaction Documents executed by Seller as of the date of Closingall parties thereto other than Purchaser.

Conditions Precedent to Obligations of Purchaser. The obligation of the Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by the Purchaser in its sole discretion:whole or in part to the extent permitted by applicable law): (a) Seller shall have delivered to Purchaser all representations and warranties of the items required to Sellers contained herein shall be delivered to Purchaser pursuant to true and correct as of the terms of this Agreement, including but not limited to, those provided for in Section 4.2 date hereof; (b) All of the representations Sellers shall have performed and warranties of Seller contained in this Agreement shall be true and correct complied in all material respects as of with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the date of Closing (with appropriate modifications permitted under this Agreement)Date; (c) The members of the Board of Directors of Sellers shall have obtained all consents and waivers with respect to the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); andtransactions contemplated by this Agreement; (d) Seller no legal proceedings shall have performed and observedbeen instituted or threatened or claim or demand made against the Sellers, in all material respectsStonewall, all covenants and agreements of this Agreement or the Purchaser seeking to be performed and observed by Seller as restrain or prohibit or to obtain substantial damages with respect to the consummation of the date transactions contemplated hereby, and there shall not be in effect any order by a governmental body of Closingcompetent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (e) the Purchaser shall have received the written resignations of each director of Stonewall.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated by this Agreement is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part to the extent permitted by applicable Law): (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 4.2 hereof; (bi) All of the representations and warranties of Seller contained the Sellers set forth in Section 3.2 (Authorization) and Section 3.3 (Capitalization; Title to Equity Interests) shall be true and correct in all respects, (ii) the representations and warranties of Sellers set forth in this Agreement (other than Sections 3.2 and 3.3) that are qualified by materiality (whether by reference to the terms “material” or “Seller Material Adverse Effect,” any threshold amount or otherwise) shall be true and correct in all respects, and (iii) the representations and warranties of Sellers that are not so qualified by materiality (other than Sections 3.2 and 3.3) shall be true and correct in all material respects respects, in each case, as of the date of this Agreement and at and as of the Closing Date (except for representations and warranties that by their terms are made as of a specified date or period, which shall be true and correct only as of such specified date or period); (b) Sellers shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and agreements required in this Agreement)Agreement to be performed or complied with by Sellers prior to the Closing Date; (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective between the date of this Agreement and the Closing (collectivelyDate, the "Board Resignation Letters"); and (d) no Seller Material Adverse Effect 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 date of Closing.occurred;

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:: 38 (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 including, but not limited to, those provided for in Section 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 Section 4.2(k) of this Agreement); (c) The members of the Board of Directors of the Condominium and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (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 date of Closing; and (d) If the Property and the adjoining property known as Stuyvesant Town ("ST") are conveyed to one party or affiliated parties, the following shall comprise additional conditions precedent to the obligations of Purchaser hereunder: (i) the Closing of the sale of ST shall occur simultaneously with the Closing of the sale of the Property; and (ii) any default by Seller in the performance of its obligations pursuant to the purchase and sale agreement for ST and/or to consummate the sale of ST shall constitute a default by Seller hereunder and the non-fulfillment of Section 4.6(c) hereof.

Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be transactions contemplated hereby is subject to the fulfillment fulfillment, on or before prior to the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Purchaser in its sole discretion:whole or in part): (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 4.2 hereof; (b) All of the representations and warranties of Seller contained in this Agreement the Sellers set forth herein qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects respects, as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (b) the Sellers shall have performed and complied in all material respects with appropriate modifications permitted under all obligations and agreements required herein to be performed or complied with by the Sellers pursuant to this Agreement)Agreement prior to the Closing Date; (c) The members Purchaser shall have received a certificate signed by an authorized officer or member, as applicable, of each of the Board of Directors Sellers, dated the Closing Date, to the effect of the Condominium matters contained in clauses (a) and the Officers of the Condominium shall deliver written notices resigning their respective positions of the Condominium effective the date of the Closing (collectively, the "Board Resignation Letters"); and (db) 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 date of Closing.Section 10.1;