Common use of Conditions to the Obligations of the Company Parties Clause in Contracts

Conditions to the Obligations of the Company Parties. The obligation of the Company Parties to consummate the Mergers is subject to the satisfaction, or waiver by the Company, at or prior to Closing, of the following conditions: (a) (i) the representations and warranties set forth in Section 4.1 (Organization and Good Standing; Subsidiaries), Section 4.3 (Capitalization), Section 4.16 (Authority; Binding Nature of Agreement), Section 4.17 (Vote Required), Section 4.20 (Brokers) and Section 4.22 (Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date and (ii) each of the other representations and warranties of the Parent Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of this clause (ii), where the failure of such representations or warranties to be true and correct (except in the case of Section 4.5(b), without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) the Parent Parties shall have performed in all material respects all obligations required to be performed by them under this Agreement on or prior to the Closing Date; (c) since the date hereof, there shall not have occurred any Parent Material Adverse Effect; (d) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied; (e) the Company shall have received a tax opinion of Hunton (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit G to this Agreement, dated as of the Closing Date, to the effect that, beginning with the Parent’s taxable year ended December 31, 2009 and ending with its taxable year that includes the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 5.17(g)(ii) and Section 5.17(h)(ii)); and (f) the Company shall have received the written opinion of Xxxxxxx (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit H to this Agreement, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon the tax representation letters described in Section 5.17(g) (iii) and Section 5.17(h) (iii). The condition set forth in this Section 6.3(f) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Conditions to the Obligations of the Company Parties. The obligation obligations of the Company Parties to consummate consummate, or cause to be consummated, the Mergers Transactions is subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) (i) the representations and warranties set forth of SPAC contained in the first and second sentences of Section 4.1 6.1 (Organization and Good Standing; SubsidiariesSPAC Organization), Section 4.3 6.2 (CapitalizationDue Authorization), Section 4.16 6.3 (Authority; Binding Nature of AgreementNo Conflict), Section 4.17 6.7 (Vote RequiredGovernmental Authorities; Approvals), Section 4.20 6.4 (Litigation and Proceedings), Section 6.12 (Capitalization of SPAC), Section 6.13 (Brokers) ’ Fees), and Section 4.22 6.17 (Takeover StatutesSPAC Related Parties) (collectively, the “SPAC Fundamental Warranties”) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement and as of the Closing Datewhich are contemplated or expressly permitted by this Agreement, as though made as of the Closing Date and (ii) each the representation and warranty of the other representations and warranties of the Parent Parties SPAC contained in this Agreement Section 6.10 shall be true and correct as of the date Closing Date in all respects, and (iii) each of the representations and warranties of SPAC contained in this Agreement (other than the SPAC Fundamental Warranties and as of the Closing DateSection 6.10) (disregarding any qualifications and exceptions contained therein relating to materiality, as though made material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except (A) in each case, with respect to such representations and warranties that are made which speak as of a specific date to an earlier date, which representations and warranties shall be true and correct only on in all material respects at and as of such date, and (B) in each case, inaccuracies or omissions that would not, individually or in the case aggregate, reasonably be expected to have a material adverse effect on SPAC’s ability to consummate the Transactions; (b) each of this clause (ii), where the failure covenants of such representations or warranties SPAC to be true and correct performed as of or prior to the Closing shall have been performed in all material respects; (except in the case of Section 4.5(b)c) there shall have not been any Event that has had, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent material adverse effect on the SPAC’s ability to consummate the Transactions (a “SPAC Material Adverse Effect; (b) ”); provided, however, that in no event would any of the Parent Parties shall have performed following, alone or in all material respects all obligations required combination, be deemed to constitute, or be performed by them under this Agreement on taken into account in determining whether there has been or prior to the Closing Date; (c) since the date hereofwill be, there shall not have occurred any Parent a SPAC Material Adverse Effect;: (i) the announcement of this Agreement and consummation of the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, suppliers, business partners or employees of SPAC, (ii) the taking of any action by SPAC that is expressly required by this Agreement, or (iii) any action taken by, or at the written request of, the Company; and (d) the Company SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants shall remain listed on a Stock Exchange. SPAC shall have received at been in material compliance with the Closing a certificate signed on behalf of Parent by reporting requirements under the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied; (e) the Company shall have received a tax opinion of Hunton (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit G to this Agreement, dated as of the Closing Date, Exchange Act applicable to the effect that, beginning with the Parent’s taxable year ended December 31, 2009 and ending with its taxable year that includes the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 5.17(g)(ii) and Section 5.17(h)(ii)); and (f) the Company shall have received the written opinion of Xxxxxxx (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit H to this Agreement, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon the tax representation letters described in Section 5.17(g) (iii) and Section 5.17(h) (iii). The condition set forth in this Section 6.3(f) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosureSPAC.

Conditions to the Obligations of the Company Parties. The obligation obligations of the Company Parties to consummate the Mergers is are subject to the satisfaction, satisfaction or waiver by the Company, at or prior to Closing, in writing of the following additional conditions: (a) The representations and warranties of the Parent Parties contained in this Agreement shall be true and correct, except where the failure of such representations or warranties to be so true and correct (iwithout giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties (other than with respect to the last sentence of Section 5.06)) would not have, individually or in the aggregate, a Parent Material Adverse Effect, in each case as of the date of this Agreement and as of Closing as though made on the Closing Date (except to the extent such representations and warranties expressly are made as of a specific date, in which case such representations and warranties shall be true and correct only on and as of such date. In addition, the representations and warranties set forth in Section 4.1 (Organization and Good Standing; Subsidiaries), Section 4.3 (Capitalization), Section 4.16 (Authority; Binding Nature of Agreement), Section 4.17 (Vote Required), Section 4.20 (Brokers5.03(a) and Section 4.22 (Takeover Statutes5.03(b)(i) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made as of on the Closing Date and (ii) each of except to the other extent such representations and warranties of the Parent Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, except (A) in each case, representations and warranties that expressly are made as of a specific date date), in which case such representations and warranties shall be true and correct only on and as of such date). The Company shall have delivered to Parent a certificate, dated the date of the REIT Merger Effective Time, signed by an officer of the Company and (B) certifying as to the satisfaction of the conditions specified in the case of this clause (iiSection 8.03(a), where the failure of such representations or warranties to be true and correct (except in the case of Section 4.5(b), without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;. (b) the Parent Parties shall have performed performed, in all material respects respects, all material obligations required and complied with, in all material respects, its material agreements and covenants to be performed or complied with by them it under this Agreement on or prior to the Closing Date;REIT Merger Effective Time, and Parent shall have delivered to the Company a certificate, dated the date of the REIT Merger Effective Time, signed by an officer of the Company and certifying as to the satisfaction of the conditions specified in this Section 8.03(b). (c) since On the date hereofClosing Date, there shall not have occurred any exist a Change arising after the date of this Agreement that, individually or in the aggregate, constitutes a Parent Material Adverse Effect; (d) the . The Company shall have received at the Closing a certificate signed on behalf of Parent by an officer of Parent, dated the Chief Executive Officer or Closing Date, to the Chief Financial Officer of Parent certifying that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied;foregoing effect. (ed) the The Company shall have received a tax opinion of Hunton (or such other nationally recognized REIT counsel as may be Xxxxx Lord Bissell & Liddell LLP, reasonably acceptable satisfactory to Parent and the Company), substantially in the form of Exhibit G to this Agreement, dated as of the Closing Date, in the form attached hereto as Exhibit E (such opinion shall be based upon customary assumptions, exceptions and qualifications, and customary representations made by Parent and its Subsidiaries in an officer’s certificate in the form attached hereto as an exhibit to such tax opinion, which shall have been furnished to and agreed to by counsel to Parent and counsel to the effect thatCompany), beginning with the Parent’s taxable year ended December 31, 2009 and ending with its taxable year opining that includes the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 5.17(g)(ii) for all taxable periods commencing with Parent’s taxable year ended December 31, 2004 through and Section 5.17(h)(ii)); and (f) the Company shall have received the written opinion of Xxxxxxx (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit H to this Agreement, dated as of including the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon the tax representation letters described in Section 5.17(g) (iii) and Section 5.17(h) (iii). The condition set forth in this Section 6.3(f) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Conditions to the Obligations of the Company Parties. The obligation obligations of the Company Parties to consummate the Mergers is are subject to the satisfaction, satisfaction or waiver by the Company, at or prior to Closing, in writing (where permissible) of the following additional conditions: (ai) no Buyer Party shall have breached or failed to comply in any material respect with any of its obligations, covenants or agreements required to be performed or complied with by it under this Agreement (iafter giving effect to the cure rights set forth in Section 10.01(d)(i)); (ii) the representations and warranties set forth in Section 4.1 (Organization and Good Standing; Subsidiaries), Section 4.3 (Capitalization), Section 4.16 (Authority; Binding Nature of Agreement), Section 4.17 (Vote Required), Section 4.20 (Brokers) and Section 4.22 (Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date and (ii) each of the other representations and warranties of the Parent Buyer Parties contained in this Agreement shall be that (A) are not made as of a specific date are true and correct as of the date of this Agreement and as of the Closing DateClosing, as though made as of the Closing Date, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) are made as of a specific date are true and correct as of such date, in the each case of this clause (ii), except where the failure of such representations or warranties to be true and correct (except in the case of Section 4.5(b), without giving effect to any materiality limitation as to “materiality” or “Parent Material Adverse Effect” qualifications set forth thereinin such representations and warranties) does not have, have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;; in addition, the representations and warranties set forth in Sections 5.01 (Corporate Organization), 5.02 (Ownership of MergerSub and Partnership MergerSub; No Prior Activities) and 5.03 (Authority Relative to this Agreement) shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date); and (iii) the Company shall have received a certificate of an executive officer of Parent, dated the date of the Company Merger Effective Time, to the effect set forth in the foregoing clauses (i) and (ii); and (b) the Parent Parties shall have performed in all material respects all obligations required to be performed by them under this Agreement on or prior to the Closing Date; (c) since the date hereofof this Agreement, there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had a Parent Material Adverse Effect; (d) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied; (e) the Company shall have received a tax opinion of Hunton (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit G to this Agreement, dated as of the Closing Date, to the effect that, beginning with the Parent’s taxable year ended December 31, 2009 and ending with its taxable year that includes the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 5.17(g)(ii) and Section 5.17(h)(ii)); and (f) the Company shall have received the written opinion of Xxxxxxx (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit H to this Agreement, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon the tax representation letters described in Section 5.17(g) (iii) and Section 5.17(h) (iii). The condition set forth in this Section 6.3(f) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Conditions to the Obligations of the Company Parties. The obligation of the Company Parties to consummate consummate, or cause to be consummated, the Mergers Acquisition Transactions is subject to the satisfactionsatisfaction of the following additional conditions, any one or waiver more of which may be waived in writing by the Company, at or prior to Closing, of the following conditions: (a) (i) the representations and warranties set forth in Section 4.1 (Organization and Good Standing; Subsidiaries), Section 4.3 (Capitalization), Section 4.16 (Authority; Binding Nature of Agreement), Section 4.17 (Vote Required), Section 4.20 (Brokers) and Section 4.22 (Takeover Statutes) Acquiror Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Merger Closing Date, except with respect to such representations and warranties which speak as though made to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representations and warranties set forth in Section 6.12(a) shall be true and correct in all but de minimis respects as of the date hereof and as of the Merger Closing Date Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements and (iiiii) each of the other representations and warranties of Acquiror in Article VI (other than the Parent Parties Acquiror Fundamental Representations and the representations and warranties set forth in Section 6.12(a)) (disregarding any qualifications and exceptions contained in this Agreement therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the date of this Agreement hereof and as of the Closing Date, as though made as of the Merger Closing Date, except (A) in each case, with respect to such representations and warranties that are made which speak as of a specific date to an earlier date, which representations and warranties shall be true and correct only on and as of such date, and (B) except for, in the case of this clause (ii)each case, where the failure of such representations inaccuracies or warranties to be true and correct (except in the case of Section 4.5(b), without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein) does omissions that have not havehad, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the ability of Acquiror to consummate the Transactions contemplated by this Agreement in accordance with the terms of this Agreement and changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements; (b) Each of the Parent Parties covenants of Acquiror set forth in this Agreement to be performed as of or prior to the Acquisition Closing shall have been performed in all material respects all obligations required to be performed by them under this Agreement on or prior to the Closing Date; (c) since the date hereof, there shall not have occurred any Parent Material Adverse Effect; (d) the Company shall have received at the Closing a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent certifying that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied; (e) the Company shall have received a tax opinion of Hunton (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit G to this Agreement, dated as of the Closing Date, to the effect that, beginning with the Parent’s taxable year ended December 31, 2009 and ending with its taxable year that includes the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 5.17(g)(ii) and Section 5.17(h)(ii))respects; and (fi) The amount of cash or cash equivalents available in the Trust Account following the Acquiror Shareholders’ Meeting (after deducting the amount required to satisfy the Acquiror Share Redemption Amount but prior to payment of any Company Transaction Expenses or Acquiror Transaction Expenses) plus (ii) the Company shall have PIPE Investment Amount actually received the written opinion of Xxxxxxx by Swiss NewCo (or other counsel as may be reasonably acceptable financing in connection with the Acquisition Transactions) prior to Parent or substantially concurrently with the Acquisition Closing (the sum of (i) and the Company(ii), substantially in the form of Exhibit H “Available Acquiror Cash”), is equal to this Agreement, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel shall rely upon the tax representation letters described in Section 5.17(g) (iii) and Section 5.17(h) (iii). The condition set forth in this Section 6.3(f) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosuregreater than $850 million.