Common use of Other Conditions to the Obligations of the Company and Seller Clause in Contracts

Other Conditions to the Obligations of the Company and Seller. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and Seller of the following further conditions: (a) the representations and warranties of Buyer set forth in ARTICLE 5 hereof that are qualified as to their materiality, shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of some other date will be determined as of such date); (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; (c) prior to or at the Closing, Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the Company: (i) a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; and (iii) evidence reasonably satisfactory to Seller that the “tail” policy contemplated by Section 6.6(b) is in effect; (d) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.3(c); and (e) the Closing Escrow Agreement shall have been executed by Buyer and the Escrow Agent.

Other Conditions to the Obligations of the Company and Seller. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Lawlaw, waiver by the Company and and/or Seller of the following further conditions: (a) (i) the representations and warranties of Parent and Buyer set forth in ARTICLE 5 hereof that are qualified as to their materiality(in each case, other than the Parent Fundamental Representations) shall be true and correct in all respects (without regard to any materiality or Material Adverse Effect qualifiers contained therein) as of the Closing Date as though made on and any as of the Closing Date (except, in each case, to the extent such representations and warranties that are made on and as of a specified date, in which case the same shall be so true and correct as of the specified date), except where the failure of such representations and warranties to be so true and correct as of such dates would not so qualified have a Parent Material Adverse Effect, and (ii) the Parent Fundamental Representations shall be true and correct in all material respects as of the Closing Date as if though made at on and as of the Closing Date (except, in each case, to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other date will a specified date, in which case the same shall be determined so true and correct as of such the specified date); (b) Parent and Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it Parent and Buyer under this Agreement on or prior to the Closing DateClosing; (c) since the date of this Agreement, no Parent Material Adverse Effect shall have occurred and be continuing; and (d) prior to or at the Closing, Parent and Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the Companydocuments: (i) a certificate of an authorized officer of Parent and Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy of the resolutions of Buyer’s board the Parent Board and the managing member of directors (or other governing body) Buyer authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (iii) the Investor Rights Agreement duly executed by Parent and Buyer; and (iii) evidence reasonably satisfactory to Seller that the “tail” policy contemplated by Section 6.6(b) is in effect; (d) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.3(c); and (eiv) the Closing Escrow Agreement shall have been duly executed by Buyer Parent and the Escrow Agent.

Other Conditions to the Obligations of the Company and Seller. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, or written waiver by the Company and Seller of the following further conditions: (a) (i) the representations and warranties of Parent, Buyer and Merger Sub set forth in ARTICLE Article 5 hereof (other than those representations and warranties that are qualified address matters as to their materiality, of particular dates (including the “date hereof”)) shall be true and correct (without giving effect to any materiality or Buyer Material Adverse Effect qualification contained therein other than those in Section 5.17) as of the date hereof and any such representations and warranties that are not so qualified shall be true and correct in all material respects as of the Closing Date as if made at though then made, and (ii) the representations and warranties set forth in Article 5 that address matters as of particular dates (including the “date hereof”) shall be true and correct (without giving effect to any materiality or Buyer Material Adverse Effect qualification contained therein other than those in Section 5.17) as of such time (dates, except that where the accuracy failure of such representations and warranties that by their terms speak as of some other date will referenced in the immediately preceding clauses (i) and (ii) to be determined as of such date)so true and correct has not had, or would not reasonably be expected to have, a Buyer Material Adverse Effect; (b) Parent, Buyer and Merger Sub shall have duly performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date;, except where the failure to perform and comply has not had a Buyer Material Adverse Effect; and (c) prior to or at the Closing, Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the CompanySeller: (i) a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied; (ii) a certified copy of the resolutions of Escrow Agreement, duly executed by Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; and (iii) evidence reasonably satisfactory each of the other Transaction Documents to Seller that the “tail” policy contemplated by Section 6.6(b) which Buyer, Parent or Merger Sub is in effect; (d) prior to or at the Closinga party, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.3(c); and (e) the Closing Escrow Agreement shall have been duly executed by Buyer and the Escrow AgentBuyer, Parent or Merger Sub, as applicable.

Other Conditions to the Obligations of the Company and Seller. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and Seller of the following further conditions: (ai) All representations and warranties of Buyer contained in Article 5 (other than the representations and warranties listed in clause (ii) of this Section 7.2(a)) shall be true and correct in all respects as though made on and as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct as of such dates would not have a Buyer Material Adverse Effect; and (ii) the representations and warranties of Buyer set forth in ARTICLE 5 hereof that are qualified as to their materialitySection 5.1 (Organization and Qualification), shall be true Section 5.2 (Authority) and correct and any such representations and warranties that are not so qualified Section 5.4 (Valid Issuance; Listing) shall be true and correct in all material respects as though made on and as of the Closing Date as if made at and as of such time (except that the accuracy of representations and warranties that by their terms speak as of some other date will be determined as of such date);Date. (b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; (c) from the date of this Agreement, there shall not have occurred any Buyer Material Adverse Effect; (d) the Common Units to be issued as the Unit Consideration shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (e) prior to or at the Closing, Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the Company: (i) a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(b7.3(c) have been satisfiedsatisfied by Buyer (the “Buyer Certificate”); (ii) a certified copy of the resolutions of Buyer’s the board of directors of Buyer’s general partner (or other governing body) authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; and (iii) evidence reasonably satisfactory to Seller that the “tail” policy contemplated by Section 6.6(b) is in effect; (d) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.3(c); and (e) the Closing Escrow Agreement shall have been executed by Buyer and the Escrow Agent.

Other Conditions to the Obligations of the Company and Seller. The obligations of the Company and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and Seller of the following further conditions: (a) the representations and warranties of Buyer set forth in ARTICLE Article 5 hereof that are qualified as to their materiality, by materiality (or any variation thereof) shall be true and correct and any such representations and warranties of Buyer that are not so qualified shall be true and correct in all material respects respects, in each case, as of the Closing Date as if though made at on and as of the Closing Date, except to the extent such time (except that the accuracy of representations and warranties that by their terms speak are made on and as of some other date will a specified date, in which case the same shall continue on the Closing Date to be determined true and correct as of such the specified date); (b) Buyer shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it Buyer under this Agreement on or prior to the Closing Date; (c) prior to or at the Closing, Buyer shall have delivered the following closing documents in form and substance reasonably acceptable to the Company: (i) a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied;; and (ii) a certified copy of the resolutions of Buyer’s board of directors (or other governing body) authorizing the execution and delivery of the this Agreement and the consummation of the transactions contemplated hereby; and (iiid) evidence all consents, approvals and authorizations set forth on Schedule 7.3(d) shall have been obtained in form and substance reasonably satisfactory to Seller that and shall be in full force and effect on the “tail” policy contemplated by Section 6.6(b) is in effectClosing Date; (de) prior to or at the Closing, Buyer shall have taken the actions, and delivered the items, contemplated by Section 2.3(c2.3(b); and; (ef) each of the Closing Escrow Agreement and the Working Capital Escrow Agreement shall have been executed and delivered to Seller by Buyer and the Escrow Agent; (g) the Assignment and Assumption Agreement shall have been executed and delivered to Seller by Buyer; and (h) the Management Services Agreement and the Affiliate Servicing Agreements shall have been executed by the Group Company party thereto.