Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. The obligations of Harbor pursuant to this Agreement to effect the Distribution shall be subject to the consummation of (a) the Restructuring, (b) the payment of the Special Dividend and the Additional Special Dividend (if applicable) and the effectuation of the Intercompany Debt Repayment as contemplated in Section 2.8, (c) the procurement by Spinco of all material licenses, permits, registrations, authorizations or certificates necessary to operate the Spinco Business following the Effective Time, the failure of which to be obtained would cause a condition to Voyager’s obligation to consummate the Merger not to be satisfied, if and to the to the extent such condition is not waived by Voyager, and (d) the satisfaction (or waiver by (i) Harbor, in the case of the conditions set forth in Section 7.2 of the Merger Agreement, (ii) Voyager, in the case of the conditions set forth in Section 7.3 of the Merger Agreement, or (iii) each party to the Merger Agreement, in the case of the conditions set forth in Section 7.1 of the Merger Agreement) on or prior to the Distribution Date (other than those conditions that, by their nature, are to be satisfied contemporaneously with the Closing, but subject to the satisfaction (or waiver by (x) Harbor, in the case of the conditions set forth in Section 7.2 of the Merger Agreement, (y) Voyager, in the case of the conditions set forth in Section 7.3 of the Merger Agreement, or (z) each party to the Merger Agreement, in the case of the conditions set forth in Section 7.1 of the Merger Agreement) of such conditions at the Closing) of each of the conditions set forth in Sections 7.1, 7.2 and 7.3 of the Merger Agreement (except the consummation of the payment of the Special Dividend and the Additional Special Dividend (if applicable), the effectuation of the Intercompany Debt Repayment and the Separation); provided that, notwithstanding anything set forth in this ARTICLE III to the contrary, the Parties agree that the Distribution Date shall occur on the same date as the Closing Date, as determined in accordance with the terms and conditions of the Merger Agreement.

Conditions to the Distribution. (a) The obligations consummation of Harbor pursuant to this Agreement to effect the Distribution shall will be subject to the satisfaction of, or waiver by Realty Income of, the following conditions: (i) the Mergers shall have been consummated; (ii) the Orion Credit Facilities shall have been executed and the conditions for borrowing thereunder satisfied, and $595.8 million from the borrowings under the Orion Credit Facilities shall have been distributed to the partners of Orion LP and then shall have been contributed, directly or indirectly, to Realty Income (the “Realty Income Distribution”); (iii) the SEC shall have declared effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect, and with no proceedings for such purposes instituted or threatened by the SEC; (iv) the Information Statement shall have been mailed to, or shall be concurrently mailed to, the Record Holders; (v) each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto; (vi) no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation Transactions, the Distribution or any of the transactions related thereto shall be in effect; and (avii) the RestructuringOrion Common Stock to be distributed to the Realty Income stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (b) The foregoing conditions are for the payment sole benefit of Realty Income and shall not give rise to or create any duty on the Special Dividend and part of Realty Income or the Additional Special Dividend (if applicable) and Realty Income Board to waive or not waive any such condition or in any way limit Realty Income’s right to terminate this Agreement as set forth in Article VIII or alter the effectuation consequences of any such termination from those specified in Article VIII. Any determination made by the Intercompany Debt Repayment as contemplated in Section 2.8, (c) the procurement by Spinco of all material licenses, permits, registrations, authorizations or certificates necessary to operate the Spinco Business following the Effective Time, the failure of which to be obtained would cause a condition to Voyager’s obligation to consummate the Merger not to be satisfied, if and Realty Income Board prior to the to the extent such condition is not waived by Voyager, and (d) Distribution concerning the satisfaction (or waiver by (i) Harbor, in the case of any or all of the conditions set forth in Section 7.2 of the Merger Agreement, (ii3.4(a) Voyager, in the case of the conditions set forth in Section 7.3 of the Merger Agreement, or (iii) each party to the Merger Agreement, in the case of the conditions set forth in Section 7.1 of the Merger Agreement) on or prior to the Distribution Date (other than those conditions that, by their nature, are to shall be satisfied contemporaneously with the Closing, but subject to the satisfaction (or waiver by (x) Harbor, in the case of the conditions set forth in Section 7.2 of the Merger Agreement, (y) Voyager, in the case of the conditions set forth in Section 7.3 of the Merger Agreement, or (z) each party to the Merger Agreement, in the case of the conditions set forth in Section 7.1 of the Merger Agreement) of such conditions at the Closing) of each of the conditions set forth in Sections 7.1, 7.2 conclusive and 7.3 of the Merger Agreement (except the consummation of the payment of the Special Dividend and the Additional Special Dividend (if applicable), the effectuation of the Intercompany Debt Repayment and the Separation); provided that, notwithstanding anything set forth in this ARTICLE III to the contrary, the Parties agree that the Distribution Date shall occur binding on the same date as the Closing Date, as determined in accordance with the terms and conditions of the Merger AgreementParties.