Common use of Conditions to Seller’s Obligation to Sell Clause in Contracts

Conditions to Seller’s Obligation to Sell. The obligations of Sellers to consummate the transaction contemplated hereunder to occur on the Closing Date are each conditioned on the fulfillment of each of the following on and as of the Closing Date as the same may be extended pursuant to Section 7.3 below, provided that each Seller, in its sole discretion, may waive any such condition as to its particular Property: (a) The delivery to Sellers of the Purchase Price prorated as provided herein plus the payment by Buyer to the appropriate parties of any closing costs to be paid by Buyer hereunder; and (b) All representations and warranties of Buyer contained in this Agreement shall, in all material respects, be true at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied. (c) A simultaneous closing under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods. (d) Closing shall have occurred under that certain Assignment and Assumption Agreement (the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periods.

Conditions to Seller’s Obligation to Sell. The obligations of Sellers Seller’s obligation to consummate the transaction transactions as contemplated hereunder by this Agreement and to occur on deliver the Closing Date are each conditioned on the fulfillment of each documents and instruments required under Article 12 is subject to satisfaction of the following on and as conditions (any of the Closing Date as the same which may be extended pursuant to Section 7.3 below, provided that each waived by notice from Seller, in its sole discretion, may waive any such condition as to its particular Property:): (a) 14.1.1 The delivery to Sellers Escrow Agent of the Purchase Price prorated Price, adjusted as provided herein herein, plus the payment by Buyer Purchaser to the appropriate parties of any closing costs to be paid by Buyer Purchaser hereunder; and. 14.1.2 Purchaser shall have completed all of the other deliveries required of Purchaser under Article 13 (b) which may be delivered into escrow), and all such documents and instruments shall be in the form required hereby, or if no form is required hereby, then in form and substance reasonably satisfactory to Seller and its attorney. 14.1.3 All representations and warranties of Buyer Purchaser contained in this Agreement shall, shall be true in all material respects, be true respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date and Buyer Purchaser shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer Purchaser prior to or by the Closing Date (including, but not limited to, the delivery by Buyer Purchaser of the items described in Article XIII below13). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied. 14.1.4 All authorizations, consents, orders or approvals, or declarations or filings with, or expirations of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated hereby shall have been obtained or filed or shall have occurred. If the foregoing conditions set forth in this Section 14.1 are not satisfied on and as of the Closing Date, Seller may (a) waive any of the foregoing conditions and proceed to the Closing on the Closing Date, (b) terminate this Agreement in its entirety, or (c) A simultaneous closing under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms such failure constitutes a default by Purchaser, exercise any of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails Seller’s remedies pursuant to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periodsSection 18.1. (d) Closing shall have occurred under that certain Assignment and Assumption Agreement (the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periods.

Conditions to Seller’s Obligation to Sell. The obligations of Sellers to consummate the transaction contemplated hereunder to occur on the Closing Date are each conditioned on the fulfillment of each of the following on and as of the Closing Date as the same may be extended pursuant to Section 7.3 below, provided that each Seller, in its sole discretion, may waive any such condition as to its particular PropertyDate: (a) The delivery to Sellers of the Purchase Price Initial Funding, prorated as provided herein herein, plus the payment by Buyer to the appropriate parties of any closing costs to be paid by Buyer hereunder; and; (b) All representations and warranties of Buyer contained in this Agreement shall, in all material respects, be true at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied.; (c) A The simultaneous closing of the transactions contemplated under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods.CG PSA; (d) Each and all of the representations and warranties of Inland Diversified and Operating Company hereunder and under the other Transaction Documents (as defined below) to which either is a party shall be true and correct in all material respects on and as of the Closing Date, as though given as of the Closing Date, and Inland Diversified and Operating Company shall have delivered to the Sellers receiving OP Units an officer’s certificate to that effect; (e) Inland Diversified and Operating Company shall be in compliance with all covenants of Inland Diversified and Operating Company and shall have performed all obligations of Inland Diversified and Operating Company set forth in this Agreement, or set forth in any document delivered by Inland Diversified or Operating Company to such Transferor; (f) No event shall have occurred that would constitute a material default by Buyer, Inland Diversified or Operating Company under this Agreement or under any other Transaction Document or which with notice or the lapse of time, or both, would constitute such a material default by Buyer, Inland Diversified or Operating Company under this Agreement or under any such other Transaction Document; and (g) Each Seller, at its sole cost and expense, receiving confirmation that certain Assignment and Assumption Agreement (its mortgage lender shall accept a par prepayment of its current secured debt encumbering the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periodsProperty.

Conditions to Seller’s Obligation to Sell. The obligations obligation of Sellers to consummate the transaction contemplated each Seller hereunder to occur sell the Purchased Debentures to the Purchaser and to Exchange the Outstanding Warrants (in accordance with Section 6.7) on the Closing Date are each conditioned is subject to the satisfaction, on or before the fulfillment Closing Date, of each of the following on conditions, provided, that these conditions are for such Seller's sole benefit and may be waived by the Seller at any time in its sole discretion by providing Purchaser with prior written notice thereof: (a) On or prior to the Closing Date, Purchaser shall have delivered to the Escrow Agent the Escrow Amount. (b) On or prior to the Closing Date, Purchaser shall have delivered to the transfer agent of the Common Stock an irrevocable letter of instruction to issue via DWAC transfer all of the shares issuable to the Sellers upon Exchange of the Outstanding Warrants (in accordance with Section 6.7) to the Sellers in the amounts set forth in column (6) and all of the Additional Shares to the Sellers in the amounts set forth in column (7) of the securities Schedule attached hereto. (c) The representations and warranties of Purchaser shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as the same may be extended pursuant to Section 7.3 below, provided though made at that each Seller, in its sole discretion, may waive any such condition as to its particular Property: time (a) The delivery to Sellers of the Purchase Price prorated as provided herein plus the payment by Buyer to the appropriate parties of any closing costs to be paid by Buyer hereunder; and (b) All except for representations and warranties that speak as of Buyer contained in this Agreement shall, in all material respects, a specific date which shall be true at and as of the Closing Date as if such representations specified date), and warranties were made at and as of the Closing Date and Buyer Purchaser shall have performed performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by Buyer Purchaser at or prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfiedDate. (c) A simultaneous closing under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods. (d) Closing shall have occurred under that certain Assignment and Assumption Agreement (the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periods.

Conditions to Seller’s Obligation to Sell. The obligations of Sellers to consummate the transaction transactions contemplated hereunder by this Agreement are subject to occur on the Closing Date are each conditioned on the fulfillment of each satisfaction of the following on and as additional conditions, any one or more of the Closing Date as the same which may be extended pursuant to Section 7.3 below, provided that each Seller, waived in its sole discretion, may waive any such condition as to its particular Propertywriting by Sellers: (a) The delivery this Agreement and the other Transaction Documents to Sellers which Buyer are a party or are necessary to transfer or assign the Assets shall have been duly executed by an authorized representative of the Purchase Price prorated as provided herein plus the payment by Buyer Buyer, and delivered to the appropriate parties of any closing costs to be paid by Buyer hereunder; andSellers; (b) All all representations and warranties of Buyer contained in this Agreement shall, in all material respects, be herein (including the Schedules and Exhibits attached hereto) are true and correct as of the date made and at and as of the Closing Date Date; provided, however, that if any portion of any such representation or warranty is already qualified by materiality (including Material Adverse Effect on the business), for purposes of determining whether this condition has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as if such representations so qualified must be true and warranties were made at and as correct in all respects; (c) each of the Closing Date covenants and agreements of Buyer shall have performed and complied contained in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer as of or prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied. (c) A simultaneous closing under the Company Agreement shall have occurred if been performed in all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods.material respects; (d) Closing Buyer shall have occurred under that certain Assignment delivered the documents, agreements and Assumption Agreement instruments required to be delivered by it pursuant to Section 1.8 or elsewhere in this Agreement; (e) Sellers shall have received the “4807 Adjusted Purchase Price by wire transfer in immediately available funds; and (f) Sellers shall have received the Collateral Transfer Agreement”, executed by Buyer and the applicable Servicer(s) with respect to or other Seller Related Parties and any other documents as required by the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periodsCollateral Transfer Agreement.

Conditions to Seller’s Obligation to Sell. The obligations of Sellers Seller to consummate the transaction contemplated hereunder to occur on the Closing Date are each conditioned on the fulfillment of each of the following on and as of the Closing Date as the same may be extended pursuant to Section 7.3 below, provided that each Seller, in its sole discretion, may waive any such condition as to its particular PropertyDate: (a) The delivery to Sellers Seller of the Purchase Price Initial Funding, prorated as provided herein herein, plus the payment by Buyer to the appropriate parties of any closing costs to be paid by Buyer hereunder; and; (b) All representations and warranties of Buyer contained in this Agreement shall, in all material respects, be true at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied.; (c) A The simultaneous closing of the transactions contemplated under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods.PSA; (d) Each and all of the representations and warranties of Inland Diversified and Operating Company hereunder and under the other Transaction Documents (as defined below) to which either is a party shall be true and correct in all material respects on and as of the Closing Date, as though given as of the Closing Date, and, if applicable, Inland Diversified and Operating Company shall have delivered to the Seller receiving OP Units an officer’s certificate to that effect; (e) Inland Diversified and Operating Company shall be in compliance with all covenants of Inland Diversified and Operating Company and shall have performed all obligations of Inland Diversified and Operating Company set forth in this Agreement, or set forth in any document delivered by Inland Diversified or Operating Company to such Transferor; (f) No event shall have occurred that would constitute a material default by Buyer, Inland Diversified or Operating Company under this Agreement or under any other Transaction Document or which with notice or the lapse of time, or both, would constitute such a material default by Buyer, Inland Diversified or Operating Company under this Agreement or under any such other Transaction Document; and (g) Seller, at its sole cost and expense, receiving confirmation that certain Assignment and Assumption Agreement (its mortgage lender shall accept a par prepayment of its current secured debt encumbering the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periodsProperty.