Common use of The Purchaser’s Conditions Clause in Contracts

The Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) CPLP shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP on or prior to the Closing Date; (b) The representations and warranties of CPLP contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of CPLP shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (c) No notice of delisting from NASDAQ shall have been received by CPLP with respect to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Units; (d) The Class B Amendment, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force; (e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto; (f) CPLP shall have delivered, or caused to be delivered, to the Purchasers at the Closing, CPLP’s closing deliveries described in Section 2.06; and (g) CPLP shall have received gross proceeds from this offering and sale of Class B Units in the amounts set forth on Schedule A hereto.

The Purchaser’s Conditions. The respective obligation of each the Purchaser to consummate the purchase of its Purchased Units the Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular the Purchaser on behalf of itself in writing with respect to its Purchased Unitswriting, in whole or in part, to the extent permitted by applicable Lawlaw): (a) CPLP the Company shall have performed and complied in all material respects with the covenants and agreements contained in provisions of this Agreement that are required to be performed and complied with by CPLP the Company on or prior to the Closing Date; (b) The the representations and warranties of CPLP the Company contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of CPLP shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (c) No notice since the date of delisting from NASDAQ this Agreement, no event or series of events shall have been received by CPLP with respect occurred that has had or could reasonably be expected to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Unitsa Material Adverse Effect; (d) The Class B Amendment, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force; (e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto; (f) CPLP Company shall have delivered, or caused cause to be delivered, to the Purchasers at Purchaser on the ClosingClosing Date, CPLPa certificate or certificates representing the Shares registered in the name of the Purchaser (bearing only the legend set forth in SECTION 5(e)) free and clear of any liens of any Person; (e) the Purchaser shall have received the legal opinion of the Company’s closing deliveries described in Section 2.06outside counsel to substantially the effect set forth on Exhibit B; and (gf) CPLP the Purchaser shall have received gross proceeds from a certificate of an executive officer and the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (i) certifying that the conditions contained in (a), (b) and (c) of this offering SECTION 7.2 have been satisfied and sale (ii) certifying the resolutions adopted by the Board of Class B Units in Directors of the amounts set forth on Schedule A heretoCompany approving this Agreement and the transaction contemplated hereby and as contemplated by SECTION 4.5 hereof.

The Purchaser’s Conditions. The respective obligation of each Purchaser the Purchasers to consummate the purchase of its Purchased the Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself the Purchasers in writing with respect to its Purchased Unitswriting, in whole or in part, to the extent permitted by applicable Law): (a) CPLP the Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP the Company on or prior to the Closing Date; (b) The (i) the representations and warranties of CPLP the Company (A) set forth in Sections 4.1, 4.2 and 4.6 through 4.10 and (B) contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of CPLP the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (c) No notice of delisting from NASDAQ shall have been received by CPLP with respect to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Units; (d) The Class B Amendment, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force; (e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto; (f) CPLP Company shall have delivered, or caused to be delivered, to the Purchasers at the Closing, CPLP’s the closing deliveries described in Section 2.063.5; (d) each of the parties (other than the Purchaser) to the Operative Documents (other than the Mortgages) shall have duly executed and delivered, or caused to be delivered, to the Purchasers each of the Operative Documents to which such party was a party thereto; (e) on the Closing Date, the Units will satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act; and (gf) CPLP on the Closing Date the Purchasers shall have received gross proceeds an opinion from this offering and sale of Class B Units Xxxxxx & Xxxxxx L.L.P. or other counsel to the Company substantially in the amounts set forth on form attached hereto as Schedule A heretoB, or as otherwise agreed to by the Purchaser and any such counsel.

The Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to each of the Closing Date Dates of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) CPLP shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP on or prior to the applicable Closing Date; (b) The representations and warranties of CPLP contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as of each of the Closing Date Dates and all other representations and warranties of CPLP shall be true and correct in all material respects when made and as of each of the Closing DateDates, in each case as though made at and as of each of the Closing Date Dates (except that representations made as of a specific date shall be required to be true and correct as of such date only); (c) No notice of delisting from NASDAQ shall have been received by CPLP with respect to the Common Units and Units, CPLP shall have undertaken to file with NASDAQ, NASDAQ the proper form or other notification and required supporting documentation as soon as reasonably practicable following the ClosingSecond Tranche Closing Date; provided, however, that if for any reason the Second Tranche Closing does not occur, CPLP shall have undertaken to file with NASDAQ the proper form or other notification and required supporting documentation relating to the First Tranche Closing as soon as reasonably practicable following March 29, 2013, and in either case, CPLP shall provide to NASDAQ any requested information relating to the Common Units underlying the Class B Units; (d) The Class B AmendmentThird Amendment to the Partnership Agreement, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force; (e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto; (f) CPLP shall have delivered, or caused to be delivered, to the Purchasers at the Closing, CPLP’s closing deliveries described in Section 2.06, as applicable; and (gf) CPLP shall have received gross proceeds from this offering and sale of Class B Units in the amounts set forth on Schedule A heretohereto at the First Tranche Closing and the Second Tranche Closing, as applicable.

The Purchaser’s Conditions. (1) The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject obliged to complete the satisfaction on or prior to the Closing Date of Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Time (any or all each of which may conditions precedent is acknowledged to be waived by a particular Purchaser on behalf for the exclusive benefit of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable LawPurchaser): (a) CPLP the transaction contemplated by the FM APA shall have performed and complied been completed concurrently with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP on or prior to the Closing DateClosing; (b) The all of the representations and warranties of CPLP contained HondaSub and Honda made in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect other Transaction Documents shall be true and correct when made and as of at the Closing Date and all other representations and warranties of CPLP shall be true and correct in all material respects when made and Time with the same effect as of the Closing Date, in each case as though if made at and as of the Closing Date Time (except that as those representations made as and warranties may be affected by events or transactions (i) expressly permitted by this Agreement or (ii) approved in writing by the Purchaser), except for such failure of a specific date shall be required representations and warranties to be true and correct as of such date only)(without regard to any qualifications with respect to materiality contained therein) that would not be reasonably likely individually or in the aggregate to be materially adverse to HondaSub's or Honda’s interest hereunder or thereunder; (c) No notice each of delisting from NASDAQ Honda and HondaSub shall have complied with or performed (or caused to be complied with or performed) in all material respects all of the obligations, covenants and agreements under this Agreement and each other Transaction Document to be complied with or performed by such party at or before the Closing Time, and all deliveries contemplated by Section 3.2 shall have been received by CPLP with respect to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Unitstabled; (d) The Class B Amendment, all Approvals described in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), Schedule 4.2(1)(d) shall have been duly adopted obtained, in each case in form and be in full force;substance satisfactory to the Purchaser, acting reasonably; and (e) CPLP there shall have provided execution versions be no injunction, preliminary or permanent, or restraining order issued preventing, and no pending or threatened Claim, against any Party, for the purpose of enjoining or preventing, the completion of the amendments for each Transactions or otherwise claiming that this Agreement or the completion of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto;Transactions is improper or would give rise to a Claim under any Applicable Law. (f2) CPLP If any of the conditions in Section 4.1(1) shall have delivered, not be satisfied or caused to be delivered, fulfilled in full at or before the Closing Time to the Purchasers satisfaction of the Purchaser acting reasonably, the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at the Closinglaw or in equity, CPLP’s closing deliveries described in Section 2.06; andeither: (ga) CPLP terminate this Agreement by notice in writing to HondaSub and Honda, except with respect to the obligations contained in Sections 7.1, 7.2, 7.9 and 7.10 which shall have received gross proceeds from this offering survive that termination; or (b) waive compliance with any such condition in whole or in part by notice in writing to HondaSub and sale Honda, except that no such waiver shall operate as a waiver of Class B Units in the amounts set forth on Schedule A heretoany other condition.

The Purchaser’s Conditions. The respective obligation of each the Purchaser to consummate the purchase of its the Purchased Units Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular the Purchaser on behalf of itself in writing with respect to its the Purchased UnitsShares, in whole or in part, to the extent permitted by applicable Lawlaw): (a) CPLP the representations and warranties made in this Agreement by the Company that are qualified by materiality or Material Adverse Effect and the representation and warranty made by the Company in Section 3.02(b) shall be true and correct when made and as of the Closing Date, the representations and warranties of the Company in the second sentence of Section 3.02(a) shall be true and correct in all respects when made and as of the Closing Date, except for de minimis inaccuracies, and all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP the Company on or prior to the Closing Date; (bc) The representations and warranties of CPLP contained in this Agreement that are qualified by materiality or a CPLP Material Adverse Effect shall be true and correct when made and as the completion of the Closing Date and all other representations and warranties of CPLP shall be true and correct in all material respects when made and as of transactions contemplated by the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (c) No notice of delisting from NASDAQ Shareholders’ Agreement shall have been received by CPLP occurred concurrently with respect to the Common Units and CPLP shall have undertaken to file with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information relating to the Common Units underlying the Class B Units; (d) The Class B Amendment, in all material respects in of the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), Operative Documents shall have been duly adopted and be become effective in full forceaccordance with the terms thereof; (e) CPLP since the date hereof, there shall not have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached heretooccurred a Material Adverse Effect; (f) CPLP the Company shall use reasonable best efforts to cause the Purchased Shares to be approved for listing on the NYSE American and conditionally approved for listing on the TSX prior to the Closing Date, subject to the NYSE American’s post-closing review and official notice of issuance in respect of the NYSE American and subject to compliance with all of the customary requirements of the TSX, including receipt of all documentation required by the TSX; (g) the Purchaser Director Nominee shall have been appointed to the Board of Directors of the Company or as an observer to the Board of Directors of the Company, as applicable, in accordance with Section 2.1 of the Investor Rights Agreement; (h) no judgment, writ, order, injunction, award or decree of or by any court, or any judge, justice or magistrate, or any order of or by any Governmental Authority shall have been issued, and no action or proceeding shall have been instituted by any Governmental Authority, enjoining or preventing the consummation of the transactions contemplated by the Operative Documents; and (i) the Company shall have delivered, or caused to be delivered, to the Purchasers Purchaser at the Closing, CPLPthe Company’s closing deliveries described in Section 2.06; and , (gclauses (a) CPLP shall have received gross proceeds from this offering and sale of Class B Units in through (i), the amounts set forth on Schedule A hereto“Purchaser’s Conditions”).

The Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) CPLP Global shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by CPLP Global on or prior to the Closing Date; (b) The representations and warranties of CPLP Global contained in this Agreement that are qualified by materiality or a CPLP Global Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of CPLP Global shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (c) The NYSE shall have approved the terms of Class B Units, as set forth in the Class B Amendment. (d) No notice of delisting from NASDAQ the NYSE shall have been received by CPLP Global with respect to the Common Units Units, and CPLP Global shall have undertaken to file filed a supplemental listing application with NASDAQ, the proper form or other notification and required supporting documentation as soon as reasonably practicable following the Closing, and provide to NASDAQ any requested information NYSE relating to the Common Units underlying the Class B Units; (de) The Class B Amendment, in all material respects in the form attached as Exhibit A to this Agreement but with such additional modifications as shall be consented to by all Purchasers (such consent not to be unreasonably withheld), shall have been duly adopted and be in full force; (e) CPLP shall have provided execution versions of the amendments for each of the CPLP Credit Facilities on the terms set forth on Exhibit B attached hereto; (f) CPLP Global shall have delivered, or caused to be delivered, to the Purchasers at the Closing, CPLPGlobal’s closing deliveries described in Section 2.06; and (g) CPLP Since the date of this Agreement, no Global Material Adverse Effect shall have received gross proceeds from this offering and sale of Class B Units in the amounts set forth on Schedule A heretooccurred.