Common use of CONDITIONS TO OBLIGATIONS OF THE TRANSFEREE Clause in Contracts

CONDITIONS TO OBLIGATIONS OF THE TRANSFEREE. The obligations of the Operating Partnership to accept the assignment and conveyance of the Purchase Agreements and the Operating Partnership's and the Company's obligation to perform the other covenants and obligations to be performed by the Operating Partnership and the Company 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 Operating Partnership or the Company): (a) The representations and warranties made by the Contributor 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 a representation or warranty to be true and correct in all material respects shall not give rise to a claim or right of termination by the Operating Partnership or the Company hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) The Contributor shall have executed and delivered to the Operating Partnership and the Company all of the items and documents provided herein for said delivery. (c) The Contributor shall have performed all covenants and obligations undertaken by the Contributor herein in all material respects and materially complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

CONDITIONS TO OBLIGATIONS OF THE TRANSFEREE. The obligations of the Operating Partnership to accept the assignment and conveyance of the Purchase Agreements Agreement and the Operating Partnership's and the Company's obligation to perform the other covenants and obligations to be performed by the Operating Partnership and the Company 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 Operating Partnership or the Company): (a) The representations and warranties made by the Contributor 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 a representation or warranty to be true and correct in all material respects shall not give rise to a claim or right of termination by the Operating Partnership or the Company hereunder so long as such matters do not have a material adverse effect on the transactions contemplated herein. (b) The Contributor shall have executed and delivered to the Operating Partnership and the Company all of the items and documents provided herein for said delivery. (c) The Contributor shall have performed all covenants and obligations undertaken by the Contributor herein in all material respects and materially complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date. (d) The closings contemplated in the Purchase Agreement shall occur simultaneously with Closing under this Agreement, subject to Section 7.1 above. (e) Nationwide shall not be in default or otherwise shall have failed to satisfy any closing conditions specified in the Purchase Agreement.