Common use of Conditions to Closing Obligations Clause in Contracts

Conditions to Closing Obligations. (a) Anything herein to the contrary notwithstanding, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon fulfillment by and as of the time of Closing of each condition listed below, provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to Closing, may waive any of such conditions: (i) Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller all of the documents set forth in Paragraph 4(c) hereof, shall have paid all of the sums of money and shall have taken, or caused to be taken, all of the other action required by Purchaser under this Agreement; and (ii) All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date. (b) Anything herein to the contrary notwithstanding, the obligation of Purchaser to close title in accordance with this Agreement is expressly conditioned upon fulfillment by and as of the time of Closing of each condition listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to Closing, may waive any of such conditions: (i) Seller shall have executed and delivered, or caused to be executed and delivered, to Purchaser all of the documents set forth in Paragraph 4(a) hereof, and shall have taken, or caused to be taken, all of the other action required by Purchaser under this Agreement; (ii) All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date; and (iii) Title Company shall be prepared to issue, upon payment by Purchaser of the premium therefor, an owner’s policy of title insurance in the amount of the Purchase Price and subject only to the Permitted Encumbrances, insuring title to the Property as required under this Agreement.

Conditions to Closing Obligations. (a) Anything herein 9.1 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Seller Transferor to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that SellerTransferor, at its election, evidenced by written notice delivered to Purchaser SLGOP at or prior to the Closing, may waive any of such conditions: (i) Purchaser 9.1.1 SLGOP shall have executed and delivereddelivered to Transferor (or the Transferor Parties, as applicable) all documents described in Section 8.2, shall have paid the Consideration and shall have taken or caused to be executed and delivered, to Seller all of the documents set forth in Paragraph 4(c) hereof, shall have paid all of the sums of money and shall have taken, or caused to be taken, taken all of the other material action required by Purchaser under of SLGOP in this Agreement; and. (ii) 9.1.2 All representations and warranties made by Purchaser SLGOP in this Agreement shall be true and correct in all material respects as of the Closing Datedate of the Closing. 9.1.3 SLGOP shall have caused Funding, the current holder of a Special Member Interest (as defined in the LLC Agreement) in MZ, to (a) waive payment to Funding of the Additional Return (as defined in the LLC Agreement) and any sum which would be due upon calculation of the IRR Lookback Payment (as defined in the LLC Agreement) in respect of the period January 1, 2003 through September 7, 2003 by reason of redemption of the Special Member Interest, it being understood and agreed that (i) the Additional Return payable to Funding through December 31, 2002 shall remain due and payable when, and as provided under the LLC Agreement, regardless of the date Closing occurs, and (ii) Transferor shall at Closing satisfy the Preferred Equity Investment by distribution of the SLGOP Interest to Designee and payment of the Preferred Equity Return through the Closing Date (and any other sum payable by reason of an occurrence of an Event of Default under the LLC Agreement prior to Closing), (b) Anything herein execute and deliver to News a release of all obligations arising from and after the Closing Date under the LLC Agreement and all other agreements executed and delivered pursuant to the LLC Agreement, including all obligations of guarantors and indemnitors thereof, and (c) to execute and deliver a statement confirming that, to the knowledge of Funding (which for the purposes of this Agreement shall mean the actual, present knowledge (and not constructive knowledge) of Xxxx Xxxxxxxx and Xxxxxx Xxxxxxx, without investigation or inquiry, which individuals SLGOP hereby represents and warrants are the persons who would, in the ordinary course of their responsibilities as officers of SLGOP, receive notice from other employees or agents of SLGOP or from other persons or entities of such matters) that no default by News exists under the LLC Agreement. 9.1.4 SLG shall not have revoked its prior election pursuant to Section 856(c)(1) of the Code to be taxed as a REIT or engaged in any activity which has caused SLG to lose its REIT status. 9.1.5 The consummation of the transactions contemplated hereby and the delivery of the Consideration to Transferor shall have been duly and validly authorized and approved by the board of directors of SLG in its capacity as the general partner of SLGOP. 9.2 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Purchaser SLGOP to close title and pay the Consideration in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of o f the Closing of each condition of the conditions listed below, provided that PurchaserSLGOP, at its election, evidenced by written notice delivered to Seller Transferor at or prior to the Closing, may waive all or any of such conditions: (i) Seller 9.2.1 Transferor and each Transferor Party shall have caused the Interim Transactions to have occurred. 9.2.2 Transferor and each Transferor Party shall have executed and delivereddelivered to SLGOP all of the documents, and shall have taken or caused to be executed and delivered, to Purchaser all of the documents set forth in Paragraph 4(a) hereof, and shall have taken, or caused to be taken, taken all of the other action actions, required by Purchaser of Transferor under this Agreement;. (ii) 9.2.3 All representations and warranties made by Seller Transferor (and SCW and the SCW Entity, if applicable) in this Agreement shall be true and correct in all material respects when made and as of the Closing Date; and, except to the extent the facts and circumstances underlying such representations and warranties may have changed as of the Closing, in which event Transferor shall represent in the Bring Down Certificate such changed facts and circumstances. SLGOP shall not be obligated to close if a epresentation or warranty is not true and correct in all material respects as of the Closing Date unless caused by changed facts or circumstances which pursuant to the terms of this Agreement are permitted to have occurred. (iii) 9.2.4 The Title Company shall be prepared willing to issue, upon payment by Purchaser insure title to the Property pursuant to an ALTA 1992 Owner's Policy of the premium therefor, an owner’s policy of title insurance Title Insurance in the amount of the Purchase Price Consideration at regular rates and without additional premium, subject only to the Permitted EncumbrancesExceptions and as otherwise provided in this Agreement (the "Title Policy"). 9.2.5 SLGOP shall have received Confirming Estoppels required pursuant to Section 8.1.12. 9.2.6 Mortgage Lender shall have executed and delivered the Mortgage Lender Consent, insuring title and SLGOP shall have approved the form, terms and conditions of the Confirmatory Mortgage Documents. 9.2.7 Mezzanine Lender shall have executed and delivered (a) the Mezzanine Lender Consent, and (b) the New Mezzanine Loan Agreement. 9.2.8 Transferor shall have caused News to execute and deliver a statement confirming that, to the Property as knowledge of News, that is no default by Funding under the LLC Agreement. 9.2.9 SLGOP shall have received all other documents and instruments required under to be delivered or which it is entitled to receive pursuant to this Agreement.

Conditions to Closing Obligations. (a) Anything herein 9.1 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive any of such conditions: (i) 9.1.1 Purchaser shall have executed and delivered, or caused to be executed and delivered, delivered to Seller all of the documents set forth described in Paragraph 4(c) hereofSection 8.2, shall have paid all of the required sums of money and shall have taken, taken or caused to be taken, taken all of the other material action required by of Purchaser under in this Agreement; and. (ii) 9.1.2 All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Datedate of the Closing. 9.1.3 The closing of the sale of the WP Property to WP Purchaser shall have occurred or shall occur simultaneously with the Closing. 9.1.4 The Board of Managers shall (a) not have either (i) objected in writing to the transfer of the Property to Purchaser, or (ii) instituted a proceeding seeking to enjoin the transfer of the Property to Purchaser, and (b) Anything herein have executed and delivered a Board Estoppel or such other form reasonably satisfactory to Purchaser. 9.1.5 Mack-Cali Realty Corporation shall have paid to S.L. Green Management Corp. the “Closing Date Management Termination Fee” xx xxxxned in, and pursuant to, the terms of txx Xxxxxxxent Letter, if applicable. 9.2 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Purchaser to close title and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: (i) 9.2.1 Seller shall have executed and delivered, or caused to be executed and delivered, delivered to Purchaser all of the documents set forth in Paragraph 4(a) hereofdocuments, and shall have taken, taken or caused to be taken, taken all of the other action material action, required by Purchaser of Seller under this Agreement;. (ii) 9.2.2 All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects when made and as of the Closing Date; and, except to the extent the facts and circumstances underlying such representations and warranties may have changed as of the Closing, in which event Seller shall represent in the Bring Down Certificate such changed facts and circumstances. Purchaser shall not be obligated to close if a representation or warranty is not true and correct in all material respects as of the Closing Date in a manner which would have a material adverse effect on the value or intended use of the Property unless caused by changed facts or circumstances which pursuant to the express terms of this Agreement are permitted to have occurred. (iii) 9.2.3 The Title Company shall be prepared willing to issue, upon payment by Purchaser insure title to the Property pursuant to an Owner’s Policy of the premium therefor, an owner’s policy of title insurance Title Insurance (ALTA 10-17-92) in the amount of the Purchase Price at regular rates and without additional premium, subject only to the Permitted Encumbrances, insuring title Exceptions and as otherwise provided in this Agreement (the “Title Policy”). 9.2.4 The Board of Managers shall (a) not have either (i) objected in writing to the transfer of the Property to Purchaser, or (ii) instituted a proceeding seeking to enjoin the transfer of the Property to Purchaser, and (b) have executed and delivered a Board Estoppel in the Required Form or such other form satisfactory to Purchaser. 9.2.5 Purchaser shall have received the Citibank Estoppel as required pursuant to Section 8.1.9. 9.2.6 The Closing shall be a simultaneous closing and transfer of both Units, it being understood and agreed that neither Purchaser nor Seller shall have any obligation under this AgreementAgreement to close on one Unit without simultaneously closing on the other.

Conditions to Closing Obligations. (a) Anything herein 9.1 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive any of such conditions: (i) 9.1.1 Purchaser shall have executed and delivered, or caused to be executed and delivered, delivered to Seller all of the documents set forth described in Paragraph 4(c) hereofSection 8.2, shall have paid all of the required sums of money and shall have taken, taken or caused to be taken, taken all of the other material action required by of Purchaser under in this Agreement; and. (ii) 9.1.2 All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Datedate of the Closing. (b) Anything herein 9.1.3 The closing of the sale of the 125 Property to 125 Purchaser shall have occurred or shall occur simultaneously with the Closing. 9.2 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Purchaser to close title and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: (i) 9.2.1 Seller shall have executed and delivered, or caused to be executed and delivered, delivered to Purchaser all of the documents set forth in Paragraph 4(a) hereofdocuments, and shall have taken, taken or caused to be taken, taken all of the other action material action, required by Purchaser of Seller under this Agreement;. (ii) 9.2.2 All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects when made and as of the Closing Date; and, except to the extent the facts and circumstances underlying such representations and warranties may have changed as of the Closing, in which event Seller shall represent in the Bring Down Certificate such changed facts and circumstances. Purchaser shall not be obligated to close if a representation or warranty is not true and correct in all material respects as of the Closing Date in a manner which would have a material adverse effect on the value or intended use of the Property unless caused by changed facts or circumstances which pursuant to the express terms of this Agreement are permitted to have occurred. (iii) 9.2.3 The Title Company shall be prepared willing to issue, upon payment by Purchaser insure title to the Property pursuant to an Owner’s Policy of the premium therefor, an owner’s policy of title insurance Title Insurance (ALTA 10-17-92) in the amount of the Purchase Price at regular rates and without additional premium, subject only to the Permitted Encumbrances, insuring title Exceptions and as otherwise provided in this Agreement (the “Title Policy”). 9.2.4 Purchaser shall have received the Lender’s Consent (as hereinafter defined). 9.2.5 Purchaser shall have received the Identified Tenant Estoppels required pursuant to the Property as required under this AgreementSection 8.1.9.

Conditions to Closing Obligations. SECTION 9.01 CONDITIONS TO CLOSING OBLIGATIONS OF NEXTEL, ARCH, PAGENET SMR, SPV HOLDINGS AND SPV. The obligations of Nextel, Arch, PageNet SMR, SPV Holdings and SPV to consummate, or cause to be consummated, the transactions contemplated by this Agreement at the Closing or any Subsequent Closing, as the case may be, are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by such parties: (a) Anything herein All waiting periods under the HSR Act and the regulations promulgated thereunder applicable to the contrary notwithstanding, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon fulfillment transactions contemplated by and as of the time of Closing of each condition listed below, provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to Closing, may waive any of such conditions: (i) Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller all of the documents set forth in Paragraph 4(c) hereof, shall have paid all of the sums of money and shall have taken, or caused to be taken, all of the other action required by Purchaser under this Agreement; and (ii) All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Datehave expired or been terminated. (b) Anything herein All necessary Consents of governmental and regulatory authorities required to be procured by Nextel, Arch, PageNet SMR, SPV Holdings or SPV in connection with the contrary notwithstanding, the obligation of Purchaser to close title in accordance with transactions contemplated by this Agreement is expressly conditioned upon fulfillment (including all required FCC Consents, which shall be deemed to be obtained for purposes of this Agreement only when they have become Final Orders), shall have been received. (c) There shall not be in force any order or decree, statute, rule or regulation nor shall there be on file any complaint by and as a governmental agency seeking an order or decree, restraining, enjoining or prohibiting the consummation of the time transactions contemplated by this Agreement, and none of Closing of each condition listed belowNextel, provided that PurchaserArch, at its electionPageNet SMR, evidenced by written notice delivered to Seller at SPV Holdings or prior to ClosingSPV, may waive any of such conditions: (i) Seller shall have executed and deliveredreceived notice from any governmental agency that it has determined to institute any suit or proceeding to restrain or enjoin the consummation of the transactions contemplated by this Agreement or to nullify or render ineffective this Agreement if consummated, or caused to be executed and delivered, to Purchaser all of the documents set forth in Paragraph 4(a) hereof, and shall have taken, or caused to be taken, all of the take any other action required by Purchaser under this Agreement; (ii) All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date; and (iii) Title Company shall be prepared to issue, upon payment by Purchaser of the premium therefor, an owner’s policy of title insurance which would result in the amount of the Purchase Price and subject only to the Permitted Encumbrances, insuring title to the Property as required under prohibition or material change in this Agreement.

Conditions to Closing Obligations. (a) Anything herein 8.1 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of Closing of each condition of the conditions listed below, ; provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive any of such conditions:the conditions set forth in subsections 8.1.1 and 8. (i) 8.1.1 Purchaser shall have executed and delivered, or caused to be executed and delivered, delivered to Seller all of the documents set forth in Paragraph 4(c) hereofdocuments, shall have paid all of the sums of money and shall have taken, taken or caused to be taken, taken all of the other action actions required by of Purchaser under in this Agreement; and. (ii) 8.1.2 All representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date. (b) Anything herein 8.1.3 The DAP Closing shall have occurred. 8.2 Notwithstanding anything to the contrary notwithstandingcontained herein, the obligation of Purchaser to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each condition of the conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditionsconditions except the condition set forth in subsections 8.2.3: (i) 8.2.1 Seller shall have executed and delivered, or caused to be executed and delivered, delivered to Purchaser all of the documents set forth in Paragraph 4(a) hereofdocuments, and shall have taken, taken or caused to be taken, taken all of the other action actions, required by Purchaser of Seller under this Agreement;. (ii) All 8.2.2 The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date; and, except that to the extent the facts underlying such representations may have changed as of the Closing, then Seller shall represent in the certificate delivered pursuant to subsection 7.1.9 such changed facts and circumstances. (iii) Title Company 8.2.3 The DAP Closing shall have occurred. 8.2.4 Deleted Prior to Execution. 8.2.5 There shall be prepared to issueno actions, upon payment by Purchaser of suits or proceedings pending or threatened against the premium thereforPremises, an owner’s policy of title insurance at law or in the amount of the Purchase Price and subject only to the Permitted Encumbrancesequity, insuring before any governmental authority which would in any way affect title to the Property as required under Premises. 8.2.6 There shall be no pending or written notice of any condemnation or eminent domain proceedings that would affect any portion of the Premises. 8.2.7 Seller shall not have caused or consented to the introduction of Hazardous Material on, above or beneath the Land underlying the Premises provided, however, that this Agreementcondition shall have been deemed to have been waived by Purchaser if Purchaser, Managing Agent or Leasing Agent, or any related entities thereto, have caused or consented to the introduction of Hazardous Materials on, above or beneath the Land underlying the Premises.