Conditions to Settlement. (a) This Agreement shall be subject to and is expressly conditioned on the occurrence of all of the following events: (i) The Court has entered the Preliminary Approval/Notice Order, as required by Section 4 above; (ii) The Court has entered the Final Approval Order as required by Sections 6 and 7 above, and all objections, if any, to such Order are overruled, and all appeals taken from such Order are resolved in favor of approval; and (iii) The Effective Date has occurred. (b) If all of the conditions specified in Section 14(a) are not met, and the Parties have no further recourse from the Court or an appellate court to complete these conditions, then this Agreement shall be cancelled and terminated. (c) Defendant shall have the option to terminate this Agreement if five percent (5%) or more of the Potential Settlement Class Members opt-out. Defendant shall notify Class Counsel and the Court of its intent to terminate this Agreement pursuant to this Section 14(c) within ten (10) business days after the Bar Date to Opt-Out, or the option to terminate shall be considered waived. (d) In the event this Agreement is terminated pursuant to Section 14(c), or fails to become effective in accordance with Section 14(b), then the parties shall be restored to their respective positions in this case as they existed as of the date of the execution of this Agreement. In such event, the terms and provisions of this Agreement shall have no further force and effect with respect to the parties and shall not be used in this case or in any other action or proceeding for any other purpose, and any order entered by this Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc. (i) Neither the Agreement terms nor any publicly disseminated information regarding the Agreement including, without limitation, the Notice, court filings, orders, and public statements relating to the Agreement, may thereafter be used as evidence for any purpose whatsoever. (ii) The fact of, and any documents, findings, decisions, or orders relating to any failure of a court to approve the Agreement or any modifications or amendments of the Agreement, as well as the fact and content of any objections which may have been filed to the Agreement, may not be used as evidence for any purposes whatsoever.

Conditions to Settlement. (a) The obligation of Purchaser under this Agreement to purchase Property from Seller is subject to the satisfaction at or prior to Settlement of each of the following conditions (any one of which may be waived in whole or in part by Purchaser at or prior to Settlement), as applicable: (i) The representations and warranties of Seller set forth in this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the terms of this Agreement. (ii) Seller shall have performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. EST on the day that is sixty (60) days following the Effective Date (the “Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property subject to the terms, conditions and limitations set forth in Section 14 below. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days from the expiration of the initial Feasibility Period provided that Purchaser: (i) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period; and (ii) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to ten percent (10%) of the Purchase Price ($__ _) (“Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Feasibility Period. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER’S RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 6(a)(iii). If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of this Agreement (including, without limitation, Purchaser’s re...

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Conditions to Settlement. The obligations of each party to this Agreement are subject to the representations and warranties of the other party contained herein being true and correct on and as of the Settlement Date with the same effect as though such representations and warranties had been made on and as of the Settlement Date.

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Conditions to Settlement. On or before the transfer of any Common Shares in settlement of vested RSUs and as a condition to Executive’s right to receive any Common Shares, Executive shall be required to agree in writing to be bound by the Shareholder Agreements to the extent he is not so bound already.

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Conditions to Settlement. The Stipulation contains conditions, certain of which may be waived, which must be satisfied for the parties to be required to complete the Settlement, including: (1) KIM’s agreement, which agreement shall not be construed to prevent XXX from soliciting Partners Fund’s shareholders in favor of Partners Fund’s proposal to merge with MPT, that, except as expressly set forth in the Partners Fund Settlement Agreement, through the termination of the Effective Period, it will not, and will cause its Affiliates and Associates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chairman and President of Partners Fund or by a resolution of a majority of the Directors of Partners Fund, take any of the following actions (or take any action that would require Partners Fund to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in (other than as specifically contemplated by the Partners Fund Settlement Agreement) any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”), whether or not relating to the election or removal of Directors, with respect to Partners Fund or any action resulting in XXX or any of its Affiliates or Associates becoming a “participant” in any “election contest” (as such terms are defined in the rules and regulations promulgated under the 0000 Xxx) with respect to Partners Fund; (b) propose any matter for submission to a vote of shareholders of Partners Fund; (c) grant any other proxy with respect to any Shares of Partners Fund (other than to its Affiliates or the Chairman and President of Partners Fund, as the case may be); (d) execute any written consent with respect to any Shares; (e) form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to any Shares or deposit any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares or other agreement having similar effect (in each case except between XXX and its Affiliates); (f) seek, alone or in concert with others, (i) to call a meeting of...

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Conditions to Settlement. This memorandum shall be null and void and of no force and effect should any of these conditions not be met. The consummation of the Derivative Settlement contemplated herein is subject to: (i) the drafting and execution of a Derivative Settlement Agreement that is acceptable to all parties hereto and of such pleadings and notices as may be required to obtain the Federal Court approval of the Derivative Settlement; (ii) preliminary approval by the Federal Court; (iii) final approval by the Federal Court; (iv) a final judgment, which means a judgment entered by the Federal Court, approving the Derivative Settlement and dismissing all the claims that have been or could be asserted in the Derivative Actions as against the Settling Derivative Defendants with prejudice and without costs to any party, that has become final and no longer subject to further appeal or review, whether by exhaustion of any possible appeal, lapse of time or otherwise; (v) the payment of the fee and expense award to counsel for the Derivative Plaintiffs; and (vi) dismissal with prejudice of the Settling State Derivative Action without additional consideration.

Conditions to Settlement. (a) The obligation of ORIX to sell the Purchased Shares to the Company and the obligation of the Company to purchase and pay for the Purchased Shares on the Settlement Date are subject to the consummation of the Follow-on Offering, with ORIX having approved in writing the number of shares of Class A Common Stock sold by the Company to the underwriters and the price per share of such sale, in each case in the Follow-on Offering, such approval to be evidenced by the execution and delivery by ORIX of the Escrow Agreement.

Conditions to Settlement. On or before the transfer of any shares of Common Stock in settlement of vested Restricted Stock Units and as a condition to the Participant’s or Permitted Transferee’s right to receive any shares of Common Stock, the Participant or Permitted Transferee shall be required to enter into (or shall have previously entered into) the Management Stockholders’ Agreement with respect to the shares of Common Stock to be transferred upon such settlement, provided that the Management Stockholders’ Agreement is in effect at such time. The shares of Common Stock so transferred shall be deemed to be “Rollover Shares” for purposes of Section 3(b) of the Management Stockholders’ Agreement. In the event that the Participant or Permitted Transferee does not so enter into the Management Stockholders’ Agreement, if in effect at such time, the Participant or Permitted Transferee shall forfeit all vested Restricted Stock Units and the vested Restricted Stock Units shall be cancelled without any consideration therefor.

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