Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or waived by Houston, in whole or in part, in its sole discretion (other than the condition set forth in Section 3.2(a), which prior to the termination of the Merger Agreement may not be waived without Miami’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed): (a) the Reorganization shall have been completed substantially in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (b) the consummation or satisfaction of the actions set forth in Section 3.1(c)(ii) and Section 3.1(e); (c) an independent appraisal firm shall have delivered an opinion to the Board of Directors of Houston as to the solvency of Houston after giving effect to the Seattle Payment and the consummation of the Distribution (the “Solvency Opinion”); and such Solvency Opinion shall be reasonably acceptable to Houston in form and substance in Houston’s sole discretion; and such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Houston; and (d) the satisfaction or waiver of the conditions set forth in Article 8 of the Merger Agreement, including: (i) the satisfaction, or waiver by Houston and Miami, of the conditions set forth in Section 8.1 the Merger Agreement; (ii) the satisfaction, or waiver by Houston, of the conditions set forth in Section 8.2 of the Merger Agreement; and (iii) the satisfaction, or waiver by Miami, of the conditions set forth in Section 8.3 of the Merger Agreement, in each case other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger. Each of the foregoing conditions is for the sole benefit of Houston and shall not give rise to or create any duty on the part of Houston or its Board of Directors to waive or not to waive any such condition in this Agreement or the Merger Agreement, or in any way limit Houston’s rights of termination set forth in this Agreement or the Merger Agreement, provided, however, that the foregoing shall not limit the Parties’ rights under Section 7.6 of the Merger Agreement.

Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or waived by Houston, in whole or in part, in its sole discretion (other than the condition set forth in Section 3.2(a), which prior to the termination of the Merger Agreement may not be waived without MiamiChicago’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed):) : (a) the Reorganization shall have been completed substantially in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (b) the consummation or satisfaction of the actions set forth in Section 3.1(c)(ii) and Section 3.1(e)3.1; (c) an independent appraisal firm shall have delivered an opinion one or more opinions to the Board of Directors of Houston as to confirming the solvency and financial viability of Houston after giving effect to the Seattle ▇▇▇▇▇▇▇ Debt and the ▇▇▇▇▇▇▇ Payment and the consummation of the Distribution (the “Solvency Opinion”)Distribution; and such Solvency Opinion opinions shall be reasonably acceptable to Houston in form and substance in Houston’s sole discretion; and such Solvency Opinion opinions shall not have been withdrawn or withdrawn, rescinded or modified in any respect adverse to Houston; andrespect; (d) the satisfaction or waiver of the conditions set forth in Article 8 of the Merger Agreement, including: (i) the satisfaction, or waiver by Houston and MiamiChicago, of the conditions set forth in Section 8.1 the Merger Agreement; (ii) the satisfaction, or waiver by Houston, of the conditions set forth in Section 8.2 of the Merger Agreement; and (iii) the satisfaction, or waiver by MiamiChicago, of the conditions set forth in Section 8.3 of the Merger Agreement, in each case other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the MergerDistribution. Each of the foregoing conditions is for the sole benefit of Houston and shall not give rise to or create any duty on the part of Houston or its Board of Directors to waive or not to waive any such condition in this Agreement or the Merger Agreement, or in any way limit Houston’s rights of termination set forth in this Agreement or the Merger Agreement, provided, however, that the foregoing shall not limit the Parties’ rights under Section 7.6 of the Merger Agreement.