Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller 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 Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser 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); and (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller to consummate the transaction transactions 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 Seller in its sole discretiondiscretion only by a written instrument signed by Seller: (a) Seller Escrow Agent shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreementherein; (b) Purchaser Buyer shall have delivered to Seller or Escrow Agent (as applicable) all of the items required to be delivered to Seller by Buyer pursuant to the terms of this Agreementhereof, including but not limited to, those provided for in Section 4.3 hereof4.3; (c) All of the representations and warranties of Purchaser Buyer contained in this Agreement herein shall be true and correct in all material respects as of the date of Closing Date (with subject to appropriate modifications permitted under this Agreementhereunder); and; (d) Purchaser Buyer shall have performed and observed, in all material respects, all covenants and agreements of this Agreement hereof to be performed and observed by Purchaser Buyer as of the date Closing Date; and (e) All of Closingthe conditions to closing under the Framework Agreement shall have been satisfied (or are being satisfied concurrently with the Closing hereunder) and the closings of the other Framework Transactions thereunder shall be occurring on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation obligations of Seller to consummate the transaction hereunder shall be transactions contemplated under this Option Agreement are subject to the fulfillment on or before fulfillment, as of the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Seller in its sole discretion:Seller): (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser contained Buyer set forth in Article IV of this Option Agreement shall be true and correct in all material respects as of the date Closing Date; (b) Buyer shall have performed and complied in all material respects with all obligations, covenants and undertakings required by this Option Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (c) Seller shall have been furnished with a certificate, dated the Closing Date and executed by an officer of Closing Buyer, to certifying the fulfillment of the conditions specified in Sections 5.2(a) and (with appropriate modifications permitted under this Agreementb); and (d) Purchaser no judgment, order or decree shall have performed and observed, in all material respects, all covenants and agreements been rendered which has the effect of this Agreement to be performed and observed by Purchaser as enjoining the consummation of the date of Closingtransactions contemplated by this Option Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller to consummate the transaction hereunder shall be transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment on satisfaction or before waiver at or prior to the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretionconditions precedent: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser Buyer contained in this Agreement Article IV shall be true and correct in all material respects at and as of the date Closing Date with the same force and effect as if those representations and warranties had been made at and as of Closing such time (with appropriate modifications such exceptions, if any, necessary to give effect to events or transactions expressly permitted under this Agreementherein); and, and Seller shall have received a certificate to such effect from Buyer; (db) Purchaser Buyer shall have performed and observedperformed, in all material respects, all obligations and complied with all covenants and agreements of this Agreement contemplated herein that are necessary to be performed or complied with by it at or before Closing and observed by Purchaser as of Seller shall have received a certificate to such effect from Buyer; and (c) Buyer shall have delivered, or caused to be delivered, to Seller at Closing, the date of Closingclosing deliveries described in Section 2.5(c).

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of the Seller to sell and transfer the Transferred Interests and to consummate the transaction hereunder contemplated by this Agreement shall be subject to the fulfillment on satisfaction, at or before prior to the date of Closing Closing, of all of the following conditions, conditions precedent set forth in this Section 6.1. Seller may waive any or all of which may be waived by Seller these conditions, in whole or in part, without prior notice, in its sole and absolute discretion:. (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing (with appropriate modifications permitted under this Agreement); andDate; (db) Purchaser Buyer shall have performed and observedcomplied with, in all material respects, all covenants covenants, obligations and agreements of conditions required by this Agreement to be performed and observed or complied with by Purchaser as Buyer prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the date transaction contemplated by this Agreement at the Closing; (d) The Seller shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form and substance of Closingall Buyer Documents shall be reasonably satisfactory to the Seller; and (f) Buyer shall have paid the Total Purchase Price to the Seller in accordance with Section 1.2 hereof.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller Seller’s obligations to consummate the transaction hereunder shall be transactions contemplated hereby on the Closing Date are expressly subject to the fulfillment on fulfillment, or before the date written waiver by Seller, of Closing of all each of the following conditions, any or all of which may be waived by Seller deliveries and certifications called for in its sole discretionthis Agreement, to-wit: (a) Seller All of the terms, conditions and covenants of this Agreement to be complied with and performed by Purchaser on or before the Closing Date shall have received the Purchase Price as adjusted as provided hereinbeen complied with and performed by Purchaser in all material respect, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser contained set forth in this Agreement shall be true true, correct and correct complete in all material respects respects, both on the date of this Agreement and at the Closing, as though such representations and warranties were made again on and as of the date of Closing (with appropriate modifications permitted under this Agreement); andDate. (db) Purchaser shall have performed and observed, in all material respects, all covenants and agreements All of this Agreement the documents to be performed delivered or caused to be delivered or caused to be delivered by Purchaser and observed the matters to be completed by Purchaser as of the date of Closingprovided in Section 3.03(b) shall have been so delivered and completed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation obligations of Seller to consummate the transaction hereunder shall be transactions contemplated by this Agreement are subject to the fulfillment fulfillment, prior to or on or before the date Closing Date, of Closing of all each of the following conditions, conditions (any or all of which may be waived by Seller in its sole discretion:whole or in part to the extent permitted by applicable law): (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the The representations and warranties of Purchaser 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, 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 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); and (db) Purchaser shall have performed and observed, complied in all material respects, respects with all covenants obligations and agreements of required by this Agreement to be performed and observed or complied with by Purchaser as of on or prior to the date of ClosingClosing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation obligations of Seller to consummate proceed with the transaction hereunder transactions contemplated hereby, shall be subject subject, at the option of Seller, to the fulfillment on or before the date of Closing of each and all of the following conditions, any conditions at or all of which may be waived by Seller in its sole discretionprior to the Closing Date: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (ci) All of the representations and warranties of Purchaser Buyer contained in this Agreement Article VI hereof or in any Buyer’s Instrument shall be true and correct in all material respects on and as of the date Closing Date with the same force and effect as if made on and as of the Closing Date, (with appropriate modifications permitted under this Agreement); and (dii) Purchaser all documents and agreements required hereunder to be delivered to Seller at or before the Closing shall have performed been delivered, unless waived by Seller in writing, and observed(iii) all covenants, in all material respects, all covenants agreements and agreements obligations by the terms of this Agreement to be performed and observed by Purchaser as of Buyer at or before the date of ClosingClosing shall have been fully performed when due, unless waived by Seller in writing. (b) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 3 above.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation obligations of the Seller to consummate proceed with the transaction hereunder Closing shall be subject to the fulfillment satisfaction, on or before prior to the date Closing Date, of Closing of all each of the following conditionsconditions precedent, any or all of which may be waived in whole or in part by Seller in its sole discretionthe Seller: (a) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement; (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof; (c) All of the representations and warranties of Purchaser contained made by Buyer in this Agreement shall be true and correct in all material respects on and as of the date Closing Date, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer at or prior to the Closing. (b) Buyer shall deliver to the Seller at the Closing a certificate of an officer of Buyer certifying that the conditions stated in Section 9.2(a) have been fulfilled; (c) On the Closing (with appropriate modifications permitted under Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement)Agreement or the Related Agreements; and (d) Purchaser Buyer shall have performed and observed, in delivered to the Seller all material respects, all covenants and agreements of this Agreement the documents required to be performed and observed delivered by Purchaser as of the date of Closingit under Section 2.8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller 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 Seller in its sole discretion: (ai) Seller shall have received the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement;. (bii) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;7(B). (ciii) All of the representations and warranties of Purchaser 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); andClosing. (div) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date Closing Date. (v) [***] (“[***]”) shall have executed and delivered to Seller a legal, valid, binding and enforceable waiver of Closingthe yield maintenance payment provisions of the loan agreement between [***] and Seller, on terms satisfactory to Seller and [***] (the “Waiver”).