Common use of Conditions for the Benefit of the Authority Clause in Contracts

Conditions for the Benefit of the Authority. The Authority shall be obligated to complete the Closing only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by the Authority: (i) all representations and warranties of the Concessionaire in Section 9.3 shall be true and correct on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except (1) that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date and (2) for failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the ability of the Concessionaire to consummate the transactions contemplated hereby or perform its obligations hereunder; (ii) the Concessionaire shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the Concessionaire at or prior to the Time of Closing (including the failure of the Concessionaire to pay the Consideration at Closing in accordance with the terms hereof); and (iii) the Concessionaire shall have delivered to the Authority a legal opinion of counsel to the Concessionaire, in substantially the form attached hereto as Schedule 9.

Conditions for the Benefit of the Authority. The Authority shall be obligated to complete the Closing only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by the Authority: (i) all representations and warranties of the Concessionaire in Section 9.3 9.2 shall be true and correct on and as of the date hereof and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except (1) that representations and warranties that by their terms speak only as of the date of this Agreement or some other date need be true and correct only as of such date and (2) for failures of representations and warranties to be true or correct that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the ability of the Concessionaire to consummate the transactions contemplated hereby or perform its obligations hereunderdate; (ii) the Concessionaire shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the Concessionaire at or prior to the Time of Closing (including the failure of the Concessionaire to pay the Consideration at Closing in accordance with the terms hereof)Closing; and (iii) the Concessionaire shall have delivered to the Authority a legal opinion of counsel to the Concessionaire, in substantially the form attached hereto as Schedule 9; and (iv) the Concessionaire shall have executed and delivered the Borough Assumption Agreement, in escrow, to the Escrow Agent.