Conditions to Consummation of the Closing Sample Clauses

Conditions to Consummation of the Closing. ..30 Section 7.1 Conditions to Each Party's Obligation to Effect the Closing...........................30 Section 7.2 Conditions to Obligations of the Company..............................................31 Section 7.3 Conditions to Obligations of Investors................................................31 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER................................................................................32 Section 8.1 Termination by Mutual Consent.........................................................32 Section 8.2 Termination by Either Investors or the Company........................................33 Section 8.3 Termination by the Company............................................................33 Section 8.4 Termination by Investors..............................................................34 Section 8.5 Effect of Termination and Abandonment.................................................34

Conditions to Consummation of the Closing. Section 8.1 Conditions to the Parties’ Obligations to Effect the Closing. The obligations of the MGP Parties and the MGM Parties that are Party to this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction (or, if permitted by applicable law, waiver by the Parties for whose benefit such condition exists) of the following conditions:

Conditions to Consummation of the Closing. Section 7.1 Conditions to Each Party's Obligation to Effect the Closing. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

Conditions to Consummation of the Closing. 16 Section 8.1 Conditions to the Parties’ Obligations to Effect the Closing 16 Section 8.2 No Frustration of Closing Conditions 17 Table of Contents Page ARTICLE IX - TERMINATION RIGHTS 17 Section 9.1 Termination of Agreement 17 Section 9.2 Effect of Termination 18 ARTICLE X - INDEMNIFICATION 18 Section 10.1 General Indemnification by MGM 18 Section 10.2 General Indemnification by the OP 18 Section 10.3 Indemnification Obligations Net of Insurance Proceeds and Other Amounts 19 Section 10.4 Procedures for Indemnification of Third-Party Claims 19 Section 10.5 Tax Procedures 21 Section 10.6 Additional Matters 22 Section 10.7 Remedies Cumulative; Limitations of Liability 23 ARTICLE XI - MISCELLANEOUS 23 Section 11.1 Entire Agreement 23 Section 11.2 Amendment 23 Section 11.3 Assignment 24 Section 11.4 Binding Effect 24 Section 11.5 Counterparts 24 Section 11.6 Governing Law 24 Section 11.7 Waiver of Jury Trial 24 Section 11.8 Jurisdiction and Venue 24 Section 11.9 Construction; Interpretation 25 Section 11.10 Notices 25 Section 11.11 Severability 26 Section 11.12 Third-Party Beneficiaries 26 Section 11.13 Extension; Waiver 26 Section 11.14 Remedies; Specific Performance 26 Section 11.15 Fees and Expenses 27 Section 11.16 Further Assurances 27 MASTER TRANSACTION AGREEMENT This Master Transaction Agreement (this “Agreement”), by and among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Resorts International, a Delaware corporation (“MGM”), MGP Lessor, LLC, a Delaware limited liability company (the “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (the “Tenant”), is dated as of May 31, 2016. The OP, MGP, MGM, the Landlord and the Tenant are each referred to herein as a “Party” and collectively as the “Parties.”

Conditions to Consummation of the Closing. 35 Section 7.1. Conditions to Each Party’s Obligation to Effect the Closing. 35 Section 7.2. Conditions to Obligations of Members Mutual and HoldCo to Effect the Closing. 36 Section 7.3. Conditions to Obligations of the Standby Purchaser to Effect the Closing. 36 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 37

Conditions to Consummation of the Closing. 76 Section 6.1 Conditions to the Obligations of the Parties 76 Section 6.2 Other Conditions to the Obligations of Armada. 78 Section 6.3 Other Conditions to the Obligations of the Company. 80 Section 6.4 Frustration of Closing Conditions. 81 ARTICLE VII TERMINATION 81 Section 7.1 Termination. 81 Section 7.2 Effect of Termination. 83 ARTICLE VIII MISCELLANEOUS 83 Section 8.1 Non-Survival. 83 Section 8.2 Entire Agreement; Assignment. 83 Section 8.3 Amendment. 84 Section 8.4 Notices. 84 Section 8.5 Governing Law. . 86

Conditions to Consummation of the Closing