Common use of Conditions to the Operating Partnership's Consummation of the Clause in Contracts

Conditions to the Operating Partnership's Consummation of the. Acquisition. The obligation of the Operating Partnership to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating Partnership: (a) Each of the representations and warranties of the LLC and the Subsidiaries contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date). (b) Each of the obligations of the LLC and the Subsidiaries to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects. (c) All Consents shall have been obtained. (d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents. (e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A. (f) The LLC and the Subsidiaries shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiaries is required by Section 6.8 to deliver to the Operating Partnership. (g) The LLC and the Subsidiaries shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1. (h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenant.