Common use of Transaction Conditions Clause in Contracts

Transaction Conditions. A. As a condition to Operating Partnership’s obligation to close, any notice to the Lender to the conveyance of the Property as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership in its sole discretion. B. As a condition to the Operating Partnership’s obligation to close, the Operating Partnership or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Property, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) will be free from third-party loans and security interests, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating Partnership’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor shall have paid, or cause to be paid, in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating Partnership’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. Intentionally deleted. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, Operating Partnership shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to Operating PartnershipREIT’s obligation to close, any notice to the Lender to the conveyance of the Property Springhouse Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership REIT in its sole discretion. B. As a condition to the Operating PartnershipREIT’s obligation to close, the Operating Partnership REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the PropertySpringhouse Interests, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) Springhouse Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor Springhouse Titleholder shall have paid, or cause to be paid, paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. Intentionally deletedAs a condition to REIT’s obligation to close, as of the Closing Date, Hawthorne LLC, or its successors or assigns, shall have agreed to modify the terms and conditions of the BR Hawthorne Springhouse JV’s operating agreement or limited liability company agreement (the “BR Hawthorne Springhouse JV Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion, if necessary. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, Operating Partnership REIT shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership REIT shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to Operating PartnershipREIT’s obligation to close, any notice to the Lender to the conveyance of the Property Village Green Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership REIT in its sole discretion. B. As a condition to the Operating PartnershipREIT’s obligation to close, the Operating Partnership REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the PropertyVillage Green Interests, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) Village Green Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor Village Green Titleholder shall have paid, or cause to be paid, paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. Intentionally deletedAs a condition to REIT’s obligation to close, as of the Closing Date, the Xxxxxxxx Entities, or its successors or assigns, shall have agreed to modify the terms and conditions of the Village Green Titleholder’s operating agreement or limited liability company agreement (the “Village Green Titleholder Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Contributors shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, Operating Partnership REIT shall pay to Contributor Contributors (or reimburse ContributorContributors, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership REIT shall have the right to participate with Contributor Contributors in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to Operating PartnershipREIT’s obligation to close, any notice to the Lender to the conveyance of the Property Waterford Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership REIT in its sole discretion. B. As a condition to the Operating PartnershipREIT’s obligation to close, the Operating Partnership REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the PropertyWaterford Interests, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) Waterford Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor Waterford Titleholder shall have paid, or cause to be paid, paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. Intentionally deletedAs a condition to REIT’s obligation to close, as of the Closing Date, the Xxxx Entities, or its successors or assigns, shall have agreed to modify the terms and conditions of the Waterford Titleholder’s operating agreement or limited liability company agreement (the “Waterford Titleholder Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Contributors shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, Operating Partnership REIT shall pay to Contributor Contributors (or reimburse ContributorContributors, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership REIT shall have the right to participate with Contributor Contributors in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to Operating Partnershipthe REIT’s obligation to close, any notice to the Lender to the conveyance of the Property Oak Crest Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership REIT in its sole discretion. B. As a condition to the Operating PartnershipREIT’s obligation to close, the Operating Partnership REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents, Documents as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the PropertyOak Crest Interests, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) Oak Crest Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor Oak Crest Titleholder shall have paid, or cause to be paid, paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. Intentionally deletedAs a condition to REIT’s obligation to close, as of the Closing Date, the Madison Entities, or their successors or assigns shall have agreed to modify the terms and conditions of the Oak Crest JV’s operating agreement or limited liability company agreement (the “Oak Crest JV Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. .” If Operating Partnership REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, Operating Partnership REIT shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership REIT shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to Operating PartnershipREIT’s obligation to close, any notice to the Lender to the conveyance of the Property Lansbrook Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the Operating Partnership REIT in its sole discretion. B. As a condition to the Operating PartnershipREIT’s obligation to close, the Operating Partnership REIT or its direct REIT Parent (or indirect owners or subsidiaries both) may be obligated to assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the Operating Partnership REIT or any of its direct or indirect owners or REIT Parent shall be obligated to assume any liabilities directly related to the PropertyLansbrook Interests, and at Closing all of the Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) Lansbrook Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Contributor Lansbrook Titleholder shall have paid, or cause to be paid, paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to Operating PartnershipREIT’s obligation to close, as of the Closing Date, Sellers shall have agreed to modify the terms and conditions of the BR Lansbrook JV Member’s limited liability company agreement (the “BR Lansbrook JV Member Operating Agreement”) relative to control of the entity to the satisfaction of the REIT shall have completed in its IPO (“IPO Completion”). E. Intentionally deletedsole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”. If Operating Partnership REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Sellers shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and Operating Partnership REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur)efforts. At Closing, Operating Partnership REIT shall pay to Contributor Sellers (or reimburse ContributorSellers, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). Operating Partnership REIT shall have the right to participate with Contributor Sellers in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.