Common use of Conditions to Obligations of the Contributor Clause in Contracts

Conditions to Obligations of the Contributor. The obligations of the Contributor to assign and convey all of its right, title and interest in and to the Purchase Agreements to the Operating Partnership and to perform the other covenants and obligations to be performed by the Contributor on the Closing Date shall be subject to satisfaction of the following conditions (all or any of which may be waived, in whole or in part, by the Contributor Group): (a) The representations and warranties made by the Operating Partnership and the Company herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that a failure of any representations or warranties to be true and correct in all material respects shall not give rise to a claim or right of termination by the Contributor hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) The Operating Partnership and the Company shall have executed and delivered to the Contributor all of the items and documents provided herein for said delivery. (c) The Operating Partnership and the Company shall have performed all covenants and obligations undertaken by the Operating Partnership and the Company herein in all material respects and materially complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date.

Conditions to Obligations of the Contributor. The obligations of the Contributor to assign and convey all of its right, title and interest in and to the Purchase Agreements Agreement to the Operating Partnership and to perform the other covenants and obligations to be performed by the Contributor on the Closing Date shall be subject to satisfaction of the following conditions (all or any of which may be waived, in whole or in part, by the Contributor Group): (a) The representations and warranties made by the Operating Partnership and the Company herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that a failure of any representations or warranties to be true and correct in all material respects shall not give rise to a claim or right of termination by the Contributor hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) The Operating Partnership and the Company shall have executed and delivered to the Contributor all of the items and documents provided herein for said delivery. (c) The Operating Partnership and the Company shall have performed all covenants and obligations undertaken by the Operating Partnership and the Company herein in all material respects and materially complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) Nationwide shall not be in default or otherwise shall have failed to satisfy any closing conditions specified in the Purchase Agreement.