Common use of Seller’s Conditions Precedent to Closing Clause in Contracts

Seller’s Conditions Precedent to Closing. The completion by Seller of the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which may be waived in writing by Seller: (a) Buyer shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of Buyer, the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction contemplated by this Agreement. (i) The representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers shall have been in full force and effect. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller:: ​ (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; ​ ​ ​ ​ ​ STORE/Orion Marine Construction Purchase and Sale Agreement 000 XX-000, Xxxx Xxxxxx, XX File No. 7210/02-965.1 ​ ​ ​ ​ 11 ​ ​ ​ ​ ​ ​ (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Lease, together with the Memorandum of Lease and the Assignment of Warranties; ​ (c) Purchaser and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; ​ (d) Purchaser shall have delivered to Seller and/or the incumbency of the officers of Buyer executing any of this Agreement or the in any Title Company such other documents relating as may reasonably be required in order to the transaction contemplated by fully and legally close this Agreement.Transaction; and ​ (ie) The representations All covenants, agreements and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effect. (c) Buyer shall have delivered writing by Seller prior to Seller the Purchase Price in accordance with Section 2.2.or at such time. ​

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Assignment of Warranties; (c) Purchaser and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and the incumbency adjustments contemplated by or specifically provided for in this Agreement; (d) Seller shall have received evidence of the officers occurrence of Buyer executing any the closing or satisfaction of this Agreement or all conditions for closing under the in any Asset Purchase Agreement, which shall close on June 29, 2018 with an effective date of July 1, 2018 at 12:01 a.m. local time; (e) Purchaser shall have delivered to the Title Company its executed counterpart of the Existing Lease termination document; {B3764294.2} 13 (f) Purchaser shall have delivered to Seller and/or the Title Company such other documents relating as may reasonably be required in order to the transaction contemplated by fully and legally close this Agreement.Transaction; and (ig) The All representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement Purchaser set forth herein shall have been true and correct in all respects as of the date hereof when made, and shall be true all covenants, agreements and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Purchaser prior to or at such time or waived in writing by Seller. (h) No event shall have occurred or condition shall exist which would, upon the Closing Date; , or, upon the giving of notice and/or passage of time, constitute a breach or default hereunder or under any Transaction Document. (i) All covenants, agreements and (iii) Buyer shall have procured all consents, approvals and waivers conditions required to be performed or complied with by Purchaser prior to or at the time of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for Closing in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effectwriting by Seller prior to or at such time. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to Seller, the Title Company or Lessee, as applicable, fully executed originals of all documents required to be delivered by this Agreement and the Transaction Documents, as well as executed original counterparts of the Leases and the Assignment of Warranties; (c) Purchaser and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and the incumbency of the officers of Buyer executing any of adjustments contemplated by or specifically provided for in this Agreement or the in any Agreement; (d) Purchaser shall have delivered such other documents relating as may be reasonably required by the Title Company or as may be agreed upon by Seller and Purchaser to consummate the transaction Transaction as contemplated by this Agreement.; and (ie) The All representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement Purchaser set forth herein shall have been true and correct in all material respects as of the date hereof when made, and shall be true all covenants, agreements and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser in full force and effectall material respects or waived in writing by Seller prior to or at such time. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by obligations of the Seller under this Agreement are, at the option of the Seller, subject to the satisfaction, at or prior to the Closing Date, of the following conditions: (a) All legal proceedings in connection with the transactions contemplated hereby shall be satisfactory in form and substance to the Seller and its counsel and the Purchaser shall have delivered to the Seller certificates or other evidences of compliance with its obligations hereunder, dated the Closing Date, as the Seller or its counsel may reasonably require approving the terms and execution and delivery to the Purchaser of this Agreement and authorizing the carrying out of the terms hereof, including without limitation, the issuance of the Shares to the Seller for the consideration and upon the terms and conditions provided for in this Agreement. (b) All consents and approvals from all applicable governmental and regulatory bodies which are necessary for the consummation of the transactions contemplated by this Agreement is subject shall have been obtained in form and substance satisfactory to the fulfillment prior to or at the Closing of each of the following conditions, any of which may Seller and its counsel and shall be waived in writing by Seller: (a) Buyer shall have delivered the Certificate of the Secretary of Buyer, dated full force and effect on the Closing Date, certifying as to the articles and bylaws of Buyer, the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction contemplated by this Agreement. (ic) All consents and approvals to the assignment of all the Reseller Agreements and Tariff Agreements pursuant to which the Business is conducted from all interested parties, including without limitation, the consent by AT&T Wireless, PageMart, Inc., and 360 Communications, Inc., and/or their assignees. (d) The representations and warranties of Buyer the Purchaser contained in this Agreement (including any Schedules and Exhibits hereto) and or in any other documents relating document or certificate delivered to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and Seller pursuant hereto shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date; , except for changes therein expressly permitted hereby and the Seller shall receive the certificate, dated the Closing Date, of the Purchaser to such effect. (iie) Buyer shall have performed All the terms, covenants and complied with all covenants conditions of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement to be performed or complied with and performed by Buyer at the Purchaser on or before the Closing Date shall have been duly complied with and performed. (f) On the Closing Date, no order of any court or administrative agency shall be in effect which restrains, preliminarily or otherwise, or prohibits the transactions contemplated by this Agreement, and no suit, action, investigation, inquiry or other proceeding by any governmental body or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated by this Agreement. In the event of receipt prior to the Closing Date; and (iii) Buyer Date of any communication from any department or agency of government with regard to the transactions contemplated by this Agreement, the Seller shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary be the sole judge for the execution, delivery and performance purpose of this Agreement by Buyer, and all subsection of whether such communication is to be interpreted as a threat of such consents, approvals and waivers shall have been in full force and effectan action or proceeding. (cg) Buyer The Seller shall have delivered to received such other certificates, documents and instruments as the Seller the Purchase Price in accordance with Section 2.2or its counsel shall reasonably request.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Lease, together with the 4848-2670-9558.6 STORE/Synalloy Purchase and Sale Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 Memoranda of Lease and the Assignment of Warranties, as well as a Landlord’s Waiver/Agreement required by Seller’s lender to acknowledge and consent to a blanket first-priority lien on all of Seller/Lessee’s personal property at the Properties; (c) Purchaser and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (d) Purchaser shall have delivered to Seller and/or the incumbency of the officers of Buyer executing any of this Agreement or the in any Title Company such other documents relating as may reasonably be required in order to the transaction contemplated by fully and legally close this Agreement.Transaction; and (ie) The All representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement Purchaser set forth herein shall have been true and correct in all respects as of the date hereof when made, and shall be true all covenants, agreements and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser prior to or at such time or waived in full force and effectwriting by Seller. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, II of the other Transaction Documents; (c) Purchaser and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (d) Purchaser shall have delivered to Seller and/or the incumbency of the officers of Buyer executing any of this Agreement or the in any Title Company such other documents relating as may reasonably be required in order to the transaction contemplated by fully and legally close this Agreement.Transaction; and (ie) The representations All covenants, agreements and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effectwriting by Seller prior to or at such time. (cf) Buyer The Mortgage Loan shall have delivered to Seller close simultaneously with the Purchase Price in accordance with Section 2.2Transaction contemplated under this Agreement.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Lease Agreement, together with the Memoranda of Lease and the Assignment of Warranties; (c) Purchaser shall have delivered to the Title Company Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction adjustments contemplated by or specifically provided for in this Agreement.; (id) The representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement Purchaser shall have been true delivered to Seller and/or the Title Company such other further documents as may reasonably be required in order to fully and correct in all respects as of the date hereof legally close this Transaction; (e) All covenants, agreements and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effect.writing by Seller prior to or at such time; and (cf) Buyer The transaction contemplated by the Existing Purchase Agreement shall have delivered to Seller closed or shall close simultaneously with the Purchase Price in accordance with Section 2.2Transaction contemplated herein.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents; (c) Purchaser shall have delivered to the Title Company a Closing settlement statement approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement; (d) Purchaser shall have delivered to Seller and/or the incumbency Title Company such further documents as may reasonably be required in order to fully and legally close this Transaction; (e) Seller shall have received evidence of the officers occurrence of Buyer executing any the closing or satisfaction of this Agreement all conditions for closing under the Asset Purchase Agreement, which shall close on or before the in any other documents relating Closing Deadline, it being understood that the parties intend to the transaction contemplated by this Agreement.close on or before January 2, 2019, with an effective date of January 1, 2019 at 12:01 a.m. local time, and (if) The representations All covenants, agreements and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effectwriting by Seller prior to or at such time. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by Seller of Seller’s obligation to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment prior to or at the Closing of each satisfaction of the following conditions, any of which may be waived in writing by Seller: (a) Buyer shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of Buyer, the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction contemplated by this Agreement. (i) The representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers shall have been in full force and effect. (c) Buyer Purchaser shall have delivered to Seller an executed original of this Agreement; (b) Purchaser shall have delivered the purchase price specified in paragraph 3.3 by wire transfer of immediately available funds pursuant to paragraph 3.3; (c) Seller shall be satisfied that all representations and warranties made by Purchaser in paragraph 7 were and are true as of the Effective Date and Closing Date, respectively; (d) Purchaser shall have performed in all respects all agreements and covenants required to be performed by Purchaser under this Agreement before the Closing Date; (e) Any required waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated and any required waiting period under any other antitrust laws applicable to the transactions under this Agreement shall have expired or shall have been terminated, and all Required Approvals shall have been obtained and shall be in effect; and Wireless Portfolio Patent Purchase Price Agreement CONFIDENTIAL (f) No law or regulation promulgated by any governmental entity of competent jurisdiction shall have been enacted or shall exist that would prohibit the transactions under this Agreement. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other restraint or prohibition of any governmental entity of competent jurisdiction preventing the consummation of the transactions under this Agreement shall be in accordance with Section 2.2effect. There shall be no action or claim pending seeking any of the foregoing in the preceding sentence.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, less any applicable credits pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Lease Agreements, together with the Memoranda of Lease and the Assignment of Warranties; (c) Purchaser shall have delivered to the Title Company Closing settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction adjustments contemplated by or specifically provided for in this Agreement.; (id) The representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement Purchaser shall have been true delivered to Seller and/or the Title Company such further documents as may reasonably be required in order to fully and correct in all respects as of the date hereof legally close this Transaction; (e) [Intentionally deleted] (f) All covenants, agreements and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing in connection with the Transaction shall have been duly performed or complied with by Purchaser or waived in writing by Seller prior to or at such time; (g) No event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of time, constitute a breach or default by Purchaser hereunder or under any other document, or any other agreements between or among Purchaser, Seller, Lessee or Guarantor; and and (iiih) Buyer No Insolvency Event shall have procured all consents, approvals and waivers occurred with respect to Purchaser or any applicable Affiliate of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers shall have been in full force and effectPurchaser. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.

Seller’s Conditions Precedent to Closing. The completion by Seller of shall not be obligated to close the transactions contemplated by this Agreement is subject to Transaction until the fulfillment prior to (or at the Closing written waiver by Seller) of each all of the following conditions, any of which may be waived in writing by Seller: (a) Buyer Purchaser shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of BuyerTitle Company the Purchase Price, as adjusted pursuant to the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance requirements of this Agreement; (b) Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including without limitation, the Lease Agreement, with modifications as may be required by or customary under applicable state law and necessary to conform to the incumbency particular facts of the officers Properties, together with the Memorandum of Buyer executing any of this Agreement or the in any other documents relating Lease; (c) Purchaser shall have delivered a closing statement to the transaction contemplated by Title Company; (d) Purchaser shall have delivered to Seller and/or the Title Company such further documents as may reasonably be required in order to fully and legally close this AgreementTransaction; and (e) All “Conditions Precedent,” as set forth in the Commitment Letter, have been satisfied to Seller’s reasonable satisfaction. (if) The representations All covenants, agreements and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement conditions required to be performed or complied with by Buyer at or Purchaser prior to or at the time of Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for in connection with the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers Transaction shall have been duly performed or complied with by Purchaser or waived in full force and effectwriting by Seller prior to or at such time. (c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.