Common use of Conditions to Purchaser’s Obligation to Close Clause in Contracts

Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to effect the purchase of the Shares at the Closing and to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditions: (a) (i) the warranties of Parent and Seller set out in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”) shall be true and correct in all respects as of the date hereof and as of the Closing Date, as if made at and as of such time (except to the extent any such warranty expressly speaks as of an earlier or particular date, in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier or particular date, in which case as of such earlier or particular date), except where the failure of such warranties to be so true and correct (without regard to any qualifications or exceptions contained as to “materiality”, “Material Adverse Effect” or similar qualifiers contained in such warranties), individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective of the disclosure by Parent or Seller or the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (b) the covenants, agreements and undertakings of each of Parent and Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, except Section 4.1(a), which shall have been performed in all respects; (c) the Neste Oil Contract shall have been executed by the parties thereto; (d) Parent shall have provided evidence in the form of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys); and (e) since the date of this Agreement, no Material Adverse Effect shall have occurred or be occurring.

Conditions to Purchaser’s Obligation to Close. Purchaser’s The obligation to effect the purchase of the Shares at the Closing and Purchaser to consummate the transactions contemplated to be performed by this Agreement shall be it in connection with the Closing is subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditions: 8.1 the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (a) (i) as so written, including the warranties of Parent and Seller set out in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the term “Seller Fundamental Warrantiesmaterial” or “Material”) shall be true and correct in all respects as of the date hereof at and as of the Closing Date; 8.2 each of the Sellers shall have performed and complied with all covenants hereunder in all material respects through the Closing, as if made at and as of such time (except to the extent any that such warranty expressly speaks covenants are qualified by the term “material,” or contain terms such as of an earlier or particular date, in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier or particular date, “Material Adverse Change,” in which case as each of the Sellers shall have performed and complied with all of such earlier covenants (as so written, including the term “material” or particular date)“Material”) in all respects through the Closing; 8.3 no action, except where suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the failure transactions contemplated by this Purchase Agreement, (B) cause any of such warranties the transactions contemplated by this Purchase Agreement or agreements with third parties being assigned, transferred or assumed as a result of this Purchase Agreement to be so true and correct rescinded following consummation, or (without regard C) adversely affect the right of Purchaser to any qualifications own the Assets or exceptions contained as to “materiality”become a party to, “Material Adverse Effect” or similar qualifiers contained in such warranties)perform under, individually the Assigned Contracts or in to operate the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective Business; 8.4 each of the disclosure by Parent or Seller or Sellers and Chartwell shall have delivered to Purchaser a certificate to the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (b) the covenants, agreements and undertakings of effect that each of Parent the conditions specified above in Section 8.1, 8.2 and Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, except Section 4.1(a), which shall have been performed 8.3 is satisfied in all respects; 8.5 each of the Sellers and Chartwell shall have delivered to Purchaser a certificate of the secretary or an assistant secretary of such Seller or Chartwell, as the case may be, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (ci) no amendments to the certificate of incorporation of such Seller since the Effective Date; (ii) the Neste Oil Contract bylaws of such Seller; (iii) the resolutions of the board of directors (or a duly authorized committee thereof) of such Seller and Chartwell, as the case may be, authorizing the execution, delivery, and performance of this Purchase Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of such Seller and Chartwell, as the case may be, executing this Purchase Agreement or any other agreement contemplated by this Purchase Agreement; 8.6 each of the Sellers shall obtain and deliver to Purchaser a fully executed assignment and assumption agreement, and consent thereto, of the items on Schedule 8.6; 8.7 each of the Sellers deliver to Purchaser a fully executed bxxx of sale and assignment to transfer all of the Assets to Purchaser (the “Bxxx of Sale”), and the Bxxx of Sale shall be executed in form and substance satisfactory to Purchaser in its sole discretion; 8.8 Seller shall have settled the litigation case listed on Schedule 8.8 such that all claims have been dismissed with prejudice and fully executed by copy of an agreement evidencing such settlement has been delivered to the parties thereto; (d) Parent shall have provided evidence in Purchaser, and the form settlement agreement shall be in a form to the satisfaction of an up-dated extract from Purchaser; provided, however, that Purchaser shall assume the Finnish land register Assumed Liabilities. Purchaser may waive any condition specified in this Section 8 if it executes a writing so stating at or prior to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys); and (e) since the date of this Agreement, no Material Adverse Effect shall have occurred or be occurringClosing.

Conditions to Purchaser’s Obligation to Close. In addition to the other conditions set forth in this Agreement, the following shall be conditions precedent to Purchaser’s 's obligation to effect the purchase of the Shares at the Closing and to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditionsclose hereunder: (a) (i) the all representations and warranties of Parent and Seller set out in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”as modified by any Variance pursuant to Section 12.02 hereof) shall be true and correct in all material respects as of the date hereof Closing Date and as of the Closing Date, as if made Seller shall have observed and performed in all material respects all covenants and obligations on its part to be observed or performed at and as of such time (except or prior to the extent any such warranty expressly speaks as of an earlier or particular date, in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier or particular date, in which case as of such earlier or particular date), except where the failure of such warranties to be so true and correct (without regard to any qualifications or exceptions contained as to “materiality”, “Material Adverse Effect” or similar qualifiers contained in such warranties), individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective of the disclosure by Parent or Seller or the knowledge of Purchaser of such breach or breaches at the Initial Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (b) Seller shall have obtained and delivered estoppel letters addressed to Purchaser from at least (i) each Initial Tenant under the covenantsLeases whose space is greater than or equal to 5,000 square feet ("Major Tenants") and from eighty percent (80%) of the non-Major Tenants, agreements (ii) from the Seller with respect to the Leases of any non-Major Tenants who do not deliver an estoppel in accordance with Section 14.02(b)(ii) above; provided, however, that (x) upon delivery of a tenant estoppel, the Seller estoppel shall automatically terminate and undertakings be of each no further force or effect with respect to such tenant and its lease (y) Purchaser shall reasonably cooperate with Seller after the Initial Closing to obtain any undelivered Tenant estoppel and (z) in any event, any and all Seller estoppels shall terminate and be of Parent and Seller to be performed no further force or effect on or before the date that is six (6) months after the Closing Date in accordance and (iii) all third parties under any reciprocal easement agreement or operating agreement with this Agreement shall have been duly performed in all material respectsrespect to the Property, except Section 4.1(aif any (any of the foregoing, a "REA"), which confirming the material provisions of their respective Leases or REAs and setting forth no facts indicating any default by the landlord (or Seller, with respect to a REA) in the performance of its obligations thereunder (it being agreed that in lieu of any form of estoppel requested by Purchaser, the respective forms of estoppel letters required by the Leases or REAs, if any, and, absent a required form under any given Lease or REA, the form of estoppel letter normally utilized by any such tenant or REA party shall have been performed in all respectsbe acceptable to Purchaser); (c) There will be no threatened or pending litigation relating to the Neste Oil Contract shall have been executed by Property at the parties theretotime of the Initial Closing other than any mechanics' lien or other litigation relating to matters for which any of the tenants are solely responsible pursuant to their respective Leases and such other matters as Purchaser may agree to accept; (d) Parent Seller and Purchaser shall have provided evidence in agreed by the end of the Inspection Period upon the form and substance of an up-dated extract from (i) the Finnish land register document to confirm that that be attached to this Agreement as EXHIBIT H, -28- as contemplated in Section 15.04(e), and (ii) the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3License Agreement, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitysas contemplated in Section 10.01(h); and (e) since Seller shall execute and deliver to Purchaser no later than two (2) business days prior to the Closing Date, an "audit representation letter" in substantially the form of the letter dated June 15, 2004, executed by ORIX Touchstone Seattle Venture, with such factual modifications as may be appropriate. If any representation or warranty of Seller is true and accurate in all material respects as of the date hereof, but due to a change in factual circumstances, Seller cannot certify that any representation or warranty of Seller contained in Section 12.01 is true and correct as of the Closing Date, or Seller is unable to obtain a required estoppel letter(s) from any tenant or the tenant estoppel letters are inconsistent with Sellers representations and warranties herein, or any of the other conditions set forth in this Section 14.02 are not satisfied on or before the Closing Date, then Purchaser shall not be entitled to exercise the remedy set forth in Section 16.01 and Purchaser shall, as its sole and exclusive remedy, either waive such condition and proceed to the Initial Closing or terminate this Agreement. Upon any such termination, no Material Adverse Effect the Deposit together with interest thereon, if any, shall forthwith be returned to Purchaser and all obligations of the parties hereunder other than any Surviving Obligations shall cease and this Agreement shall have occurred no further force or be occurringeffect except with respect to the Surviving Obligations.

Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation Purchaser shall not be obligated to effect the purchase of the Shares at proceed with the Closing and to consummate the transactions contemplated by if this Agreement shall be subject have been previously terminated pursuant to the satisfaction or written waiver by Purchaserany other provision hereof, in its sole discretion, on or prior to the Closing Date, of all and unless and until each of the following conditionsconditions has been fulfilled or waived in writing by Purchaser: (a) Seller shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at Closing. (ib) On the Closing Date, the representations and warranties of Parent and Seller set out forth in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”in Section 6(a) shall be true true, complete and correct accurate in all respects as of material respects. (c) At Closing, the date hereof and Escrow Agent shall have issued the Title Policy (defined below) to Purchaser (provided, that the Title Policy may be delivered after the Closing Date if, as of the Closing Date, as if made at Escrow Agent issues a currently effective, duly-executed “marked-up” Title Commitment and as of such time (except irrevocably commits in writing to issue the extent any such warranty expressly speaks as of an earlier or particular date, Title Policy in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as form of the date of this Agreement and as of “marked-up” Title Commitment after the Closing Date, as if made at and as ). In the event that any of such time the foregoing conditions shall not have been fulfilled (except to the extent expressly made as of an earlier or particular datewaived by Purchaser, in which case as of such earlier or particular date), except where the failure of such warranties to be so true Purchaser’s sole and correct (without regard to any qualifications or exceptions contained as to “materiality”, “Material Adverse Effect” or similar qualifiers contained in such warranties), individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective of the disclosure by Parent or Seller or the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (babsolute discretion) the covenants, agreements and undertakings of each of Parent and Seller to be performed on or before the time for Closing Date hereunder, then Purchaser may elect, upon written notice to Seller, to terminate this Agreement, in accordance with which event the Xxxxxxx Money (including the Nonrefundable Deposit) shall promptly be returned to Purchaser, and, if termination is due to a failure of condition (a) or (b) above, the Commitment Fee and any Extension Fee paid shall be returned to Purchaser, and except for the Surviving Provisions, this Agreement shall have been duly performed in all material respectsbe void and of no further force and effect, except Section 4.1(a), which and neither party shall have been performed in all respects; (c) any liability to the Neste Oil Contract shall have been executed other by reason hereof, provided that if such failure is the parties thereto; (d) Parent shall have provided evidence in result of a default by Seller of the form of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys); and (e) since the date terms of this Agreement, no Material Adverse Effect Agreement then the terms of Section 17(b) below shall have occurred or be occurringapply.

Conditions to Purchaser’s Obligation to Close. Purchaser’s The obligation to effect the purchase of the Shares at the Closing and Purchaser to consummate the transactions contemplated to be performed by this Agreement shall be it in connection with the Closing is subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditions: 8.1 the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (a) (i) as so written, including the warranties of Parent and Seller set out in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the term “Seller Fundamental Warrantiesmaterial” or “Material”) shall be true and correct in all respects as of the date hereof at and as of the Closing Date; 8.2 each of the Sellers shall have performed and complied with all covenants hereunder in all material respects through the Closing, as if made at and as of such time (except to the extent any that such warranty expressly speaks covenants are qualified by the term “material,” or contain terms such as of an earlier or particular date, in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier or particular date, “Material Adverse Change,” in which case as each of the Sellers shall have performed and complied with all of such earlier covenants (as so written, including the term “material” or particular date)“Material”) in all respects through the Closing; 8.3 no action, except where suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the failure transactions contemplated by this Purchase Agreement, (B) cause any of such warranties the transactions contemplated by this Purchase Agreement or agreements with third parties being assigned, transferred or assumed as a result of this Purchase Agreement to be so true and correct rescinded following consummation, or (without regard C) adversely affect the right of Purchaser to any qualifications own the Assets or exceptions contained as to “materiality”become a party to, “Material Adverse Effect” or similar qualifiers contained in such warranties)perform under, individually the Assigned Contracts or in to operate the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective Business; 8.4 each of the disclosure by Parent or Seller or Sellers and Chartwell shall have delivered to Purchaser a certificate to the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (b) the covenants, agreements and undertakings of effect that each of Parent the conditions specified above in Section 8.1, 8.2 and Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, except Section 4.1(a), which shall have been performed 8.3 is satisfied in all respects; 8.5 each of the Sellers and Chartwell shall have delivered to Purchaser a certificate of the secretary or an assistant secretary of such Seller or Chartwell, as the case may be, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (ci) no amendments to the certificate of incorporation of such Seller since the Effective Date; (ii) the Neste Oil Contract bylaws of such Seller; (iii) the resolutions of the board of directors (or a duly authorized committee thereof) of such Seller and Chartwell, as the case may be, authorizing the execution, delivery, and performance of this Purchase Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of such Seller and Chartwell, as the case may be, executing this Purchase Agreement or any other agreement contemplated by this Purchase Agreement; 8.6 each of the Sellers shall obtain and deliver to Purchaser a fully executed assignment and assumption agreement, and consent thereto, of each of the items on Schedule 8.6 (each an “Assignment and Assumption Agreement”), and each Assignment and Assumption Agreement shall be executed in form and substance satisfactory to Purchaser in its sole discretion; 8.7 each of the Sellers deliver to Purchaser a fully executed bxxx of sale and assignment to transfer all of the Assets to Purchaser (the “Bxxx of Sale”), and the Bxxx of Sale shall be executed in form and substance satisfactory to Purchaser in its sole discretion; 8.8 Seller shall have settled each litigation case or resolved each matter listed on Schedule 8.8 such that (i) with respect to all litigation cases, all claims in each case have been executed by dismissed with prejudice and all consideration for such dismissal(s) has been delivered to the parties thereto; satisfaction of Purchaser and (dii) Parent shall with respect to all other matters, any and all outstanding invoices or accounts have provided evidence been paid or satisfied in full to the form satisfaction of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys)Purchaser; and (e) since 8.9 each of the date Diligence Closing Conditions shall be satisfied in the sole discretion of Purchaser. Purchaser may waive any condition specified in this Agreement, no Material Adverse Effect shall have occurred Section 8 if it executes a writing so stating at or be occurringprior to the Closing.

Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation Purchaser shall not be obligated to effect the purchase of the Shares at proceed with the Closing and to consummate the transactions contemplated by if this Agreement shall be subject have been previously terminated pursuant to the satisfaction or written waiver by Purchaserany other provision hereof, in its sole discretion, on or prior to the Closing Date, of all and unless and until each of the following conditionsconditions has been fulfilled or waived in writing by Purchaser: (a) Seller shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at Closing. (ib) On the Closing Date, the representations and warranties of Parent and Seller set out forth in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”in Section 6(a) shall be true true, complete and correct accurate in all respects as of material respects. (c) At Closing, the date hereof and Escrow Agent shall have issued the Title Policy (defined below) to Purchaser (provided, that the Title Policy may be delivered after the Closing Date if, as of the Closing Date, as if made at Escrow Agent issues a currently effective, duly-executed “marked-up” Title Commitment and as of such time (except irrevocably commits in writing to issue the extent any such warranty expressly speaks as of an earlier or particular date, Title Policy in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as form of the date of this Agreement and as of “marked-up” Title Commitment after the Closing Date, as if made at and as ). In the event that any of such time the foregoing conditions shall not have been fulfilled (except to the extent expressly made as of an earlier or particular datewaived by Purchaser, in which case as of such earlier or particular date), except where the failure of such warranties to be so true Purchaser’s sole and correct (without regard to any qualifications or exceptions contained as to “materiality”, “Material Adverse Effect” or similar qualifiers contained in such warranties), individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective of the disclosure by Parent or Seller or the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches; (babsolute discretion) the covenants, agreements and undertakings of each of Parent and Seller to be performed on or before the time for Closing Date hereunder, then Purchaser may elect, upon written notice to Seller, to terminate this Agreement, in accordance with which event the Exxxxxx Money (including the Nonrefundable Deposit) shall promptly be returned to Purchaser, and, except for the provisions of this Agreement shall have been duly performed in all material respects, except Section 4.1(a), which shall have been performed in all respects; (c) the Neste Oil Contract shall have been executed by the parties thereto; (d) Parent shall have provided evidence in the form of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys); and (e) since the date expressly survive Closing or earlier termination of this Agreement, this Agreement shall be void and of no Material Adverse Effect further force and effect, and neither party shall have occurred or be occurringany liability to the other by reason hereof, provided that if such failure is the result of a default by Seller of the terms of this Agreement then the terms of Section 17(b) below shall apply.

Conditions to Purchaser’s Obligation to Close. Purchaser’s 's obligation to effect purchase the purchase of the Shares at the Closing and to consummate the transactions contemplated by this Agreement shall be Units is subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditionsconditions precedent, any or all of which may be waived by Purchaser: (a) This Agreement shall be in full force and effect and there shall not then exist any event which would allow Purchaser to terminate this Agreement pursuant to the express terms hereof; and (b) Seller shall have complied, in all material respects, with its obligations under Article VIII hereof. (c) Seller shall have delivered to Purchaser Tenant Estoppel Certificates which are delivered by tenants within 60 days prior to the date originally scheduled for the Closing (i.e., not taking into account adjournments of the Closing) from either (i) tenants under the warranties Leases demising an aggregate number of Parent and Seller set out rentable square feet equal to at least seventy- five (75%) percent of the aggregate number of rentable square feet contained in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”) shall be true and correct in all respects Unit as of the date hereof and as of the Closing Datethis Agreement, as if made at and as of such time (except to the extent any such warranty expressly speaks as of an earlier or particular date, in which case as of such earlier or particular date), (ii) seventy-five (75%) percent of the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) tenants under the Existing Leases as of the date of this Agreement and as (in any event including at least three of the Closing Datefollowing tenants: Secretariat of the Commonwealth of Nations, as if made at Permanent Mission of Barbados, Kanan, Corbin, and as of such time (except to the extent expressly made as of an earlier or particular dateLS, in which case as of such earlier or particular dateInc.), except where the failure of such warranties to be so true and correct or (without regard to any qualifications or exceptions contained as to “materiality”iii) tenants under Existing Leases, “Material Adverse Effect” or similar qualifiers contained in such warranties)which Existing Leases account for, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective seventy-five (75%) percent of the disclosure by Parent or Seller or total Fixed Rent payable with respect to the knowledge Units as of Purchaser the date hereof. If, as of such breach or breaches at the Closing, Seller shall not have satisfied the condition set forth in the preceding sentence, then Seller may, at its election, satisfy such condition by delivering to Purchaser estoppel certificate(s) executed by Seller as the landlord under any Lease for which a Tenant Estoppel Certificate has not been obtained to the extent necessary to satisfy such condition, which estoppel certificate shall retain all rights for indemnification under Section 11 of this Agreement state (i) whether such Existing Lease is unmodified and in respect of such breach full force and effect, or breaches; if there have been modifications, whether the same is in full force and effect as modified and stating the modifications, (bii) the covenantsamount of fixed rent payable under such Existing Lease, agreements and undertakings of each of Parent the dates to which such fixed rent and Seller to be performed on or before the Closing Date in accordance with this Agreement shall any additional rent have been duly performed in all material respectspaid, except Section 4.1(a)and (iii) whether or not, which shall have been performed in all respects; (c) to the Neste Oil Contract shall have been executed best of Seller's knowledge, there exists any default by the parties thereto; (d) Parent shall have provided evidence in the form of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent tenant under the Oulu such Existing Lease, are free from mortgages (kiinteistökiinnitys); and (e) since the date of this Agreementand if so, no Material Adverse Effect shall have occurred or be occurringspecifying each such default.