Common use of CONDITIONS TO STOCKHOLDERS' OBLIGATIONS Clause in Contracts

CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations of Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Stockholder prior to or at the Closing of each of the following conditions: 7.2.1 The representations of Parent and its Affiliates contained in Section 4.2.1, Section 4.6, Section 4.10.1 and Section 4.18.2 shall be true and correct in all respects, in each case as of the Closing (or, to the extent such representations and warranties speak as of an earlier date, they shall be true and correct in all respects as of such earlier date). Except as provided in the previous sentence, (i) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall that are qualified by reference to "materiality" or "Material Adverse Effect" shall be true and correct in all respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date) and (ii) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are not qualified by reference to "materiality" or " Material Adverse Effect" shall be true and correct in all material respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all material respects as of such specified date). 7.2.2 Each of Parent and Splitco shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and Stockholder shall have received a certificate, dated the Closing Date, signed on behalf of Parent by an appropriate officer of Parent to such effect. 7.2.3 Since the date hereof, there shall not have been any Material Adverse Effect with respect to the Business or Splitco. 7.2.4 Prior to or at the Closing, Parent shall have delivered to Stockholder the items to be delivered pursuant to Section 2.3. 7.2.5 Prior to or at the Closing, the Reorganization shall have been completed. 7.2.6 Prior to or at the Closing, Parent shall have delivered to Stockholder a schedule setting forth the name of each Business Employee, along with the Employee's job title and reporting position, current salary and bonus opportunity, and years of service, and designating the Employee's status as exempt or non-exempt under the Fair Labor Standards Act, whether the Employee's years of service are continuous or broken, and whether the Employee is full-time or part-time, which schedule shall be in form reasonably satisfactory to Stockholder.

CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations obligation of Stockholder to consummate purchase and pay for the transactions contemplated by this Agreement shall be CP Common Shares at the Closing is subject to the fulfillment fulfilment by CP, at or waiver by Stockholder prior to or at the Closing of each Date, of the following conditions, each of which is for the exclusive benefit of the Stockholder and may be waived by the Stockholder at any time prior to the Closing Date, in whole or in part, in its sole discretion without prejudice to any other right that it may have: 7.2.1 The representations (a) Stockholder shall have received at the Closing an opinion from Farris, Vaughan, Wxxxx & Mxxxxx, counsel to CP, regarding this Stock Purchase Agreement substantially in the form and substance attached hereto as Schedule 1; (b) Stockholder shall have received at the Closing copies of Parent the resolutions of the board of directors of CP authorizing the execution and its Affiliates contained in Section 4.2.1delivery of this Stock Purchase Agreement and the performance by CP of all transactions contemplated hereby, Section 4.6certified by the appropriate officer of CP; (c) Stockholder shall have received at the Closing, Section 4.10.1 a certificate, executed by the appropriate officer of CP and Section 4.18.2 shall be true and correct in all respects, in each case dated as of the Closing date of the Closing, certifying that (or, to i) the extent such representations and warranties speak as of an earlier date, they shall be CP set forth in Article 4 of this Stock Purchase Agreement are true and correct in all respects as of such earlier date). Except as provided in the previous sentence, (i) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions date hereof or in connection with the transactions contemplated hereby shall that are qualified by reference to "materiality" or "Material Adverse Effect" shall be true and correct in all respects when made and as of the Closing Date (as if made at such time (or, on and as of that time) except as affected by the transactions contemplated or permitted by this Stock Purchase Agreement and except to the extent that any such representations and warranties speak representation or warranty is made as of a specified date, they need only be in which case such representation or warranty shall have been true and correct in all respects as of such specified date) and ; (ii) all covenants, agreements and conditions to be performed on or prior to the Closing Date have been performed or complied with in all material respects. Notwithstanding the foregoing, if the effect on CP of any inaccuracies (singularly or cumulatively) in such representations and warranties of Parent and its Affiliates set forth in Article IV of (provided that, for this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are not qualified by reference to "materiality" or " purpose, all Material Adverse Effect" Effect qualifications or other qualifications based on the word “material” contained within the language of such representations and warranties shall be true and correct in all material respects when made and disregarded) does not have a Material Adverse Effect as of the Closing as if made at such time (orDate, the conditions contained in this Section 2.2(c) shall be deemed to the extent be satisfied with respect to such representations and warranties speak as of a specified date, they need only be true and correct in all material respects as of such specified date). 7.2.2 Each of Parent and Splitco shall have performed in all material respects each obligation and agreement to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and Stockholder shall have received a certificate, dated the Closing Date, signed on behalf of Parent by an appropriate officer of Parent to such effect. 7.2.3 Since the date hereof, there shall not have been any Material Adverse Effect with respect to the Business or Splitco. 7.2.4 Prior to or at the Closing, Parent shall have delivered to Stockholder the items to be delivered pursuant to Section 2.3. 7.2.5 Prior to or at the Closing, the Reorganization shall have been completed. 7.2.6 Prior to or at the Closing, Parent shall have delivered to Stockholder a schedule setting forth the name of each Business Employee, along with the Employee's job title and reporting position, current salary and bonus opportunity, and years of service, and designating the Employee's status as exempt or non-exempt under the Fair Labor Standards Act, whether the Employee's years of service are continuous or broken, and whether the Employee is full-time or part-time, which schedule shall be in form reasonably satisfactory to Stockholder.warranties;

CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations obligation of Stockholder to consummate purchase and pay for the transactions contemplated by this Agreement shall be CP Common Shares at the Closing is subject to the fulfillment fulfilment by CP, at or waiver by Stockholder prior to or at the Closing of each Date, of the following conditions, each of which is for the exclusive benefit of the Stockholder and may be waived by the Stockholder at any time prior to the Closing Date, in whole or in part, in its sole discretion without prejudice to any other right that it may have: 7.2.1 The representations (a) Stockholder shall have received at the Closing an opinion from Farris, Vaughan, Xxxxx & Xxxxxx, counsel to CP, regarding this Stock Purchase Agreement substantially in the form and substance attached hereto as Schedule 1; (b) Stockholder shall have received at the Closing copies of Parent the resolutions of the board of directors of CP authorizing the execution and its Affiliates contained in Section 4.2.1delivery of this Stock Purchase Agreement and the performance by CP of all transactions contemplated hereby, Section 4.6certified by the appropriate officer of CP; (c) Stockholder shall have received at the Closing, Section 4.10.1 a certificate, executed by the appropriate officer of CP and Section 4.18.2 shall be true and correct in all respects, in each case dated as of the Closing date of the Closing, certifying that (or, to i) the extent such representations and warranties speak as of an earlier date, they shall be CP set forth in Article 4 of this Stock Purchase Agreement are true and correct in all respects as of such earlier date). Except as provided in the previous sentence, (i) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions date hereof or in connection with the transactions contemplated hereby shall that are qualified by reference to "materiality" or "Material Adverse Effect" shall be true and correct in all respects when made and as of the Closing Date (as if made at such time (or, on and as of that time) except as affected by the transactions contemplated or permitted by this Stock Purchase Agreement and except to the extent that any such representations and warranties speak representation or warranty is made as of a specified date, they need only be in which case such representation or warranty shall have been true and correct in all respects as of such specified date) and ; (ii) all covenants, agreements and conditions to be performed on or prior to the Closing Date have been performed or complied with in all material respects. Notwithstanding the foregoing, if the effect on CP of any inaccuracies (singularly or cumulatively) in such representations and warranties (provided that, for this purpose, all Material Adverse Effect qualifications or other qualifications based on the word "material" contained within the language of Parent such representations and its Affiliates set forth warranties shall be disregarded) does not have a Material Adverse Effect as of the Closing Date, the conditions contained in Article IV this Section 2.2(c) shall be deemed to be satisfied with respect to such representations and warranties; For purposes of this Stock Purchase Agreement, "Material Adverse Effect" means any event, change, occurrence, effect, fact, violation, development or circumstances which has, (either individually or in the aggregate), a material adverse effect on: (A) the ability of CP to duly perform its obligations under this Stock Purchase Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with consummate the transactions contemplated hereby on a timely basis; or (B) the business properties, assets (both tangible and intangible), liabilities, condition (financial or otherwise), results of operations of CP and its subsidiaries which, taken as a whole, fundamentally impairs the ability of CP to carry on its business of drug discovery and development; provided, however, that are not qualified by reference any adverse event, change, occurrence, effect, development or circumstance directly attributable to "materiality" conditions affecting the market sectors in which CP operates, or " affecting financial markets generally or relating to the clinical development or prospects of a particular product candidate shall not, in and of themselves, be deemed to constitute a Material Adverse Effect" shall be true and correct in all material respects when made and as of the Closing as if made at such time ; and (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all material respects as of such specified date). 7.2.2 Each of Parent and Splitco d) CP shall have performed in obtained all material respects each obligation and agreement necessary governmental approvals to be performed by it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to consummate the Closing, and Stockholder shall have received a certificate, dated the Closing Date, signed on behalf of Parent by an appropriate officer of Parent to such effecttransactions contemplated hereunder. 7.2.3 Since the date hereof, there shall not have been any Material Adverse Effect with respect to the Business or Splitco. 7.2.4 Prior to or at the Closing, Parent shall have delivered to Stockholder the items to be delivered pursuant to Section 2.3. 7.2.5 Prior to or at the Closing, the Reorganization shall have been completed. 7.2.6 Prior to or at the Closing, Parent shall have delivered to Stockholder a schedule setting forth the name of each Business Employee, along with the Employee's job title and reporting position, current salary and bonus opportunity, and years of service, and designating the Employee's status as exempt or non-exempt under the Fair Labor Standards Act, whether the Employee's years of service are continuous or broken, and whether the Employee is full-time or part-time, which schedule shall be in form reasonably satisfactory to Stockholder.

CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligations obligation of each Stockholder to consummate acquire the transactions contemplated shares of Common Stock to be acquired by this Agreement shall be it as set forth herein at the Closing is subject to the fulfillment satisfaction on or waiver by Stockholder prior to or at the Closing of each Date of the following conditions: 7.2.1 (a) The representations Certificate of Parent Incorporation and its Affiliates contained By-laws of the Company in Section 4.2.1, Section 4.6, Section 4.10.1 and Section 4.18.2 effect on the Closing Date shall be true in the form of Exhibits D and correct E, hereto, respectively. (b) The Homart Stock Purchase Agreement shall be in all respectsfull force and effect, shall not have been amended or modified in each case as any material respect without the prior written consent of the Class B Stockholder (which consent shall not be unreasonably withheld), and no unwithdrawn notice of any breach (anticipatory or otherwise) thereunder shall have been given by any party to another party thereunder. (c) The conditions precedent to the closing of the transactions contemplated by the Homart Stock Purchase Agreement shall have been fulfilled or waived, or shall be reasonably likely to be fulfilled or waived, so that the Homart Closing Date shall be reasonably likely to occur within three (3) business days of the Closing (orDate, and, if any material condition precedent to the extent Company's obligations under the Homart Stock Purchase Agreement shall have been waived, the Class B Stockholder shall have consented in writing to such waiver, which consent shall not be unreasonably withheld. (d) GGP shall have entered into a definitive agreement with the Company with respect to the Natick Mall, substantially in the form of Exhibit F hereto (the "Natick Mall Agreement"). (e) The Property Manager shall have entered into a definitive agreement with the Company with respect to the acquisition by the Property Manager upon the Homart Closing Date of certain employees and management related assets and operations, substantially in the form of Exhibit G hereto (the "Management Transfer Agreement"). (f) The Company shall have obtained a commitment from Xxxxx Fargo Bank for a first mortgage credit facility in an amount not less than $170 million, such credit facility to be secured by the properties listed on Schedule IV hereto and scheduled to close on the Homart Closing Date, on terms and conditions reasonably satisfactory to the Class B Stockholder (the "Xxxxx Fargo Financing Commitment"). (g) The Company shall have obtained commitments from certain lenders listed on Schedule V hereto to expand their existing loan facilities that are secured by certain properties listed on Schedule V to amounts no less than the amounts set forth on Schedule V for such lender and corresponding property, and scheduled to close on the Homart Closing Date, on terms and conditions reasonably satisfactory to the Class B Stockholder (the "Loan Expansion Commitments", and together with the Xxxxx Fargo Financing Commitment, the "Financing Commitment"). (h) The Company shall have obtained written consents from lenders that have outstanding loans secured by certain of the properties to the transactions contemplated in the Homart Stock Purchase Agreement on terms and conditions reasonably satisfactory to the Class B Stockholder (the "Existing Lender Arrangements"), or such consents shall not be required, from the lenders under existing indebtedness encumbering the properties identified on Schedule VI. (i) The Company's representations and warranties speak as of an earlier date, they contained herein shall be true and correct in all respects as of such earlier date). Except as provided in the previous sentence, (i) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall that are qualified by reference to "materiality" or "Material Adverse Effect" shall be true and correct in all respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date) and (ii) the representations and warranties of Parent and its Affiliates set forth in Article IV of this Agreement or in any agreement or certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby that are not qualified by reference to "materiality" or " Material Adverse Effect" shall be have been true and correct in all material respects when made and as of the Closing as if made at such time (or, to the extent such representations and warranties speak as of a specified date, they need only shall be true and correct in all material respects as of such specified date). 7.2.2 Each of Parent on the Closing Date and Splitco the Company shall have performed in complied with all material respects each obligation of its covenants and agreement agreements to be performed by itthe Company on or before the Closing Date. (j) Each Stockholder shall have funded its Initial Subscription hereunder unless either (1) GGP shall have funded any shortfall or (2) replacement funds shall have been obtained on terms and conditions reasonably acceptable to each Stockholder that is not in breach of its obligation to fund its Initial Subscription. (k) The Company shall have prepared, and NYSCRF shall have complied approved, an operating and capital budget for fiscal year 1996. (l) The Company and GGP Management, Inc. shall have entered into a Sublease Agreement (the "Sublease"), substantially in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing, and form of Exhibit H hereto. (m) Each Stockholder shall have received a certificate, dated the Closing Date, certificate signed on behalf of Parent GGP by an appropriate the chief executive officer of Parent the general partner in GGP to such effectthe effect that (1) all of the conditions set forth in this Section 2.3 (other than those set forth in clauses (f), (g) and (h) have been satisfied, (2) the Homart Closing Date is reasonably likely to occur within three (3) business days of the Closing and (3) the conditions set forth in Sections 2.3 (f), (g) and (h) will be satisfied on or prior to the Homart Closing Date. 7.2.3 Since (n) Each Stockholder shall have received an opinion of counsel to the date hereof, there shall not have been any Material Adverse Effect Company with respect to the Business or Splitcoincorporation and good standing of the Company and the authorization and issuance of the Common Stock being delivered on the Closing Date. 7.2.4 Prior to or at the Closing, Parent shall have delivered to Stockholder the items to be delivered pursuant to Section 2.3. 7.2.5 Prior to or at the Closing, the Reorganization shall have been completed. 7.2.6 Prior to or at the Closing, Parent shall have delivered to Stockholder a schedule setting forth the name of each Business Employee, along with the Employee's job title and reporting position, current salary and bonus opportunity, and years of service, and designating the Employee's status as exempt or non-exempt under the Fair Labor Standards Act, whether the Employee's years of service are continuous or broken, and whether the Employee is full-time or part-time, which schedule shall be in form reasonably satisfactory to Stockholder.