Common use of CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. (a) In addition to all other conditions set forth in this Agreement, the obligation of Purchaser to consummate the transactions contemplated under this Agreement shall also be conditioned on each of the following: (1) Seller’s representations and warranties contained in this Agreement shall be true and correct as of the Agreement Date and the Closing Date. For purposes of this Section 5.2(a)(1), if a representation is made to knowledge, but the factual matter that is the subject of the representation is false notwithstanding any lack of knowledge or notice to Seller, such event shall constitute a failure of this condition only, and not a default by the party making such representation; (2) As of the Closing Date, Seller shall have performed its obligations under this Agreement and all deliveries to be made at Closing have been tendered; (3) There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller or the Property that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement, the Property or the operation of the Property. (4) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated under this Agreement. (5) The availability, adequacy and cost of all utilities (including without limitation, water, sanitary sewer, storm sewer, gas, electric, cable and any other utilities) to serve or service a multifamily project comprised of 106 dwelling units on the Property shall be reasonably acceptable to Purchaser. (6) There shall exist no pending or threatened moratorium on development or other governmental or quasi-governmental action which could prohibit or delay Purchaser’s development of the Proposed Project. (7) The City of Fort Lauderdale has available dwelling units (including, among other, Seller’s Units (defined in Section 7.1(h)) that will permit the development of the Proposed Project on the Property and other adjacent properties owned or to be acquired by Purchaser. (8) There shall exist no default under the Lease by Seller, as landlord, or the tenant. (9) There shall exist no new special assessments, or any additional amounts for special assessments currently assessed, that are payable with respect to the Property other than those special assessments listed on Exhibit D attached to this Agreement. (10) Seller shall have delivered to Purchaser within 15 days after the Agreement Date an estoppel certificate duly executed by the tenant under the Lease in the form attached as Exhibit E to this Agreement. (b) So long as a party is not in default under this Agreement, if any condition to that party’s obligation to proceed with the Closing under this Agreement has not been satisfied as of the Closing Date, the party may, in its sole discretion, elect to (i) terminate this Agreement by delivering written notice to the other party on or before the Closing Date, (ii) extend the Closing until such condition is satisfied, but in no event longer than thirty (30) calendar days, or (iii) consummate this transaction notwithstanding the non-satisfaction of such condition, in which event the party shall be deemed to have waived any such condition. If a party elects to close, notwithstanding that a condition to that party’s obligation to proceed with the Closing has not been satisfied, the other party shall have no liability for breaches of representations and warranties of which the party electing to close had actual knowledge at the Closing. Notwithstanding the foregoing, the failure of a condition due to the breach of a party shall not relieve the breaching party from any liability it would otherwise have under this Agreement.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. (a) In addition The Purchaser shall not be obligated to all other conditions set forth in this Agreement, proceed with the obligation of Purchaser to consummate the transactions contemplated under this Agreement shall also be conditioned on Closing unless and until each of the followingfollowing conditions has been either fulfilled or waived in writing by the Purchaser: (1) Seller’s representations and warranties contained in this This Agreement shall be true and correct as of the Agreement Date and the Closing Date. For purposes of this Section 5.2(a)(1), if a representation is made not have been previously terminated pursuant to knowledge, but the factual matter that is the subject of the representation is false notwithstanding any lack of knowledge or notice to Seller, such event shall constitute a failure of this condition only, and not a default by the party making such representationother provision hereof; (2) As of The Seller shall be prepared to deliver or cause to be delivered to the Purchaser all instruments and documents to be delivered to the Purchaser at the Closing Date, pursuant to Section 12 and Section 14 or any other provision of this Agreement; (3) Seller shall have performed all of its obligations under this Agreement and all deliveries required to be made at Closing have been tendered;performed hereunder on or before Closing. (34) The Title Company shall have committed to issue a title policy satisfying the requirements of Section 11 hereof. (5) There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending against or threatened against involving the Seller or the Property that would materially and adversely affect the Seller’s ability to perform its obligations under this Agreement, the Property or the operation of the Property. (4) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated under this Agreement. (5) The availability, adequacy and cost of all utilities (including without limitation, water, sanitary sewer, storm sewer, gas, electric, cable and any other utilities) to serve or service a multifamily project comprised of 106 dwelling units on the Property shall be reasonably acceptable to Purchaser. (6) There shall exist no pending or threatened moratorium on development or other governmental or quasi-governmental action which could prohibit or delay Purchaser’s development of the Proposed Project. (7) The City of Fort Lauderdale has available dwelling units (including, among other, Seller’s Units (defined in Section 7.1(h)) that will permit the development of the Proposed Project on the Property and other adjacent properties owned or to be acquired by Purchaser. (8) There shall exist no default under the Lease by Seller, as landlord, or the tenant. (9) There shall exist no new special assessments, or any additional amounts for special assessments currently assessed, that are payable with respect to the Property other than those special assessments listed on Exhibit D attached to this Agreement. (10) Seller shall have delivered to Purchaser within 15 days after the Agreement Date an estoppel certificate duly executed by the tenant under the Lease in the form attached as Exhibit E to this Agreement. (b) So long as a party is not in default under this Agreement, if In the event that any condition to that party’s obligation to proceed with the Closing under this Agreement has not been satisfied as of the Closing Date, the party may, in its sole discretion, elect to (i) terminate this Agreement by delivering written notice to the other party foregoing conditions shall not have been fulfilled on or before the time for Closing Datehereunder, then subject to the provisions of Section 16(b) hereof, the Purchaser may elect, upon notice to the Seller, to either (ii1) extend the Closing until such condition is satisfied, but in no event longer than thirty (30) calendar days, or (iii) consummate terminate this transaction notwithstanding the non-satisfaction of such conditionAgreement, in which event the party ▇▇▇▇▇▇▇ Money shall be deemed immediately returned to have waived any such condition. If a party elects to closethe Purchaser, notwithstanding that a condition to that party’s obligation to proceed with the Closing has not been satisfied, the other and neither party shall have no any further liability for breaches of representations and warranties of which the party electing to close had actual knowledge at the Closing. Notwithstanding the foregoing, the failure of a condition due or obligation to the breach other, except for the provisions of a party shall not relieve this Agreement which are expressly stated to survive the breaching party from termination of this Agreement or (2) waive any liability it would otherwise have under this Agreementone or more of the foregoing conditions and proceed to Closing.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The Purchaser's obligation to effect the Transactions shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions: (a) In addition to all other conditions set forth in this Agreement, the obligation of Purchaser to consummate the transactions contemplated under this Agreement shall also be conditioned on each of the following: (1) Seller’s representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Agreement Date and the Closing Date. For purposes of this Section 5.2(a)(1)correct, if a representation is made to knowledge, but the factual matter that is the subject of the representation is false notwithstanding any lack of knowledge or notice to Seller, such event shall constitute a failure of this condition only, and not a default by the party making such representation; (2) As of the Closing Date, Seller shall have performed its obligations under this Agreement and all deliveries to be made at Closing have been tendered; (3) There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller or the Property that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement, the Property or the operation of the Property. (4) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated under this Agreement. (5) The availability, adequacy and cost of all utilities (including without limitation, water, sanitary sewer, storm sewer, gas, electric, cable and any other utilities) to serve or service a multifamily project comprised of 106 dwelling units on the Property shall be reasonably acceptable to Purchaser. (6) There shall exist no pending or threatened moratorium on development or other governmental or quasi-governmental action which could prohibit or delay Purchaser’s development of the Proposed Project. (7) The City of Fort Lauderdale has available dwelling units (including, among other, Seller’s Units (defined in Section 7.1(h)) that will permit the development of the Proposed Project on the Property and other adjacent properties owned or to be acquired by Purchaser. (8) There shall exist no default under the Lease by Seller, as landlord, or the tenant. (9) There shall exist no new special assessments, or any additional amounts for special assessments currently assessed, that are payable with respect to the Property other than those special assessments listed on Exhibit D attached to this Agreement. (10) Seller shall have delivered to Purchaser within 15 days after the Agreement Date an estoppel certificate duly executed by the tenant under the Lease in the form attached as Exhibit E to this Agreement. (b) So long as a party is not in default under this Agreement, if any condition to that party’s obligation to proceed with the Closing under this Agreement has not been satisfied as of the Closing Date, as though made on and as of the party mayClosing Date, except where the failure to be so true and correct would not, individually or in its sole discretionthe aggregate, elect have or be reasonably likely to have a Material Adverse Effect; (ib) terminate this Agreement by delivering written notice the covenants and agreements of the Seller to the other party be performed on or before the Closing DateDate in accordance with this Agreement shall have been duly performed in all material respects; (c) the Seller shall have delivered to the Purchaser certificates for all of the Shares, duly endorsed for transfer or accompanied by duly executed stock powers or stock transfer forms; (d) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would have a Material Adverse Effect; (e) the Purchaser shall have received the resignations, effective as of the Closing, of each director of the Company and its Subsidiaries other than those whom the Purchaser shall have specified in writing at least five Business Days prior to the Closing; (f) the Seller shall have delivered the Trademark Agreement and the Non-Competition Agreement; (g) the Seller shall have caused Kennedy Hygiene Products to have executed and delivered the Sanis ▇▇▇▇▇▇ Agreement; (h) the conditions relating to the Transactions specified in Section 10.1 and this Section 10.2 shall have been satisfied, and the Purchaser shall have received a certificate dated the Closing Date and validly executed on behalf of the Seller certifying as to the matters specified in Section 10.2(a) and 10.2(b); and (i) the Phase II Environmental Assessment described in Schedule 10.2(i) hereto shall have been completed and the sum of (i) $5,000,000 plus (ii) extend the Closing until such condition is satisfied, but in no event longer than thirty (30) calendar days, or (iii) consummate this transaction notwithstanding Present Value of the non-satisfaction Seller's Portion of such condition, in which event the party shall be deemed to have waived any such condition. If a party elects to close, notwithstanding that a condition to that party’s obligation to proceed with the Closing has not been satisfied, the other party shall have no liability for breaches of representations and warranties of which the party electing to close had actual knowledge at the Closing. Notwithstanding the foregoing, the failure of a condition due to the breach of a party Environmental Liability Estimate shall not relieve the breaching party from any liability it would otherwise have under this Agreementexceed $50,000,000.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. (a) In addition The Purchaser shall not be obligated to all other conditions set forth in this Agreement, proceed with the obligation of Purchaser to consummate the transactions contemplated under this Agreement shall also be conditioned on Closing unless and until each of the followingfollowing conditions has been either fulfilled or waived in writing by the Purchaser: (1) Seller’s representations and warranties contained in this This Agreement shall be true and correct as of the Agreement Date and the Closing Date. For purposes of this Section 5.2(a)(1), if a representation is made not have been previously terminated pursuant to knowledge, but the factual matter that is the subject of the representation is false notwithstanding any lack of knowledge or notice to Seller, such event shall constitute a failure of this condition only, and not a default by the party making such representationother provision hereof; (2) As The Seller shall be prepared to deliver or cause to be delivered to the Purchaser at Closing all instruments and documents to be delivered to the Purchaser by Seller as required by this Agreement pursuant to Section 14 and Section 16 or any other provision of this Agreement; (3) Seller shall have delivered a written notice to each counterparty to the Service Contracts which provides, inter alia, that (w) Seller is conveying the Property to the Purchaser on the Closing Date, (x) Seller is, immediately thereafter, leasing the Property from Purchaser, (y) Seller, in its capacity as owner of the Property, is assigning the Service Contracts to Seller, in its capacity as tenant of the Property, and (z) Seller, in its capacity as tenant of the Property, is assuming all rights and obligations thereunder, and is effective to make any and all lien rights available to such counterparty pursuant to Massachusetts General Laws, Chapter 154 respecting labor and/or materials supplied to the Property from and after the Closing Date attach only to Seller’s interest in the Property as tenant under the Lease, and in no event constitute a lien on Purchaser’s fee ownership interest therein (collectively, the “Service Contract Notices”); (4) Seller shall have performed all of its obligations required to be performed hereunder on or before Closing in all material respects; (5) Except to the extent caused by the Purchaser’s failure to satisfy any requirements contained in the Title Commitment which are applicable to Purchaser and not Seller, or due to other facts or circumstances which are applicable to Purchaser and not Seller, the Title Policy (as defined in Section 13 hereof) shall be available to Purchaser at Closing upon the parties’ compliance with their respective obligations under this Agreement Agreement, provided, however, that the Title Policy may be delivered after the Closing if at the Closing the Title Insurer, issues a currently effective, duly-executed “marked-up” Title Commitment and all deliveries irrevocably commits in writing to be made at Closing have been tenderedissue the Title Policy in the form of the “marked-up” Title Commitment after the Closing; (36) There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending against or threatened against involving Seller or the Property that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement, the Property or the operation of the Property. (4) There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated under this Agreement. (5) The availability, adequacy and cost of all utilities (including without limitation, water, sanitary sewer, storm sewer, gas, electric, cable and any other utilities) to serve or service a multifamily project comprised of 106 dwelling units on the Property shall be reasonably acceptable to Purchaser. (6) There shall exist no pending or threatened moratorium on development or other governmental or quasi-governmental action which could prohibit or delay Purchaser’s development of the Proposed Project.; (7) The City Seller shall have entered into and delivered the lease between Seller as tenant and Purchaser as landlord (the “Lease”) in the form attached hereto as Exhibit H; (8) Purchaser shall have received financing for its acquisition of Fort Lauderdale has available dwelling units the Property on terms and conditions consistent in all material respects with the Approved Loan Commitment, provided, however, that this condition shall be deemed satisfied for all purposes under this Agreement in the event that either (i) such financing is not received due to the fault of the Purchaser (including, among otherwithout limitation, Sellerthe Purchaser’s Units (defined failure to comply with or satisfy any term or condition contained in Section 7.1(h)) that will permit the development of the Proposed Project on Approved Loan Commitment applicable to Purchaser as opposed to any term or condition relating to the Property and other adjacent properties owned or to be acquired by Purchaser. (8) There shall exist no default under the Lease by Seller, as landlord), or (ii) the tenantPurchaser fails to deliver the Approved Loan Commitment to the Seller within the time permitted pursuant to Section 7(g) hereof. (9) There has been no material adverse change in Seller’s financial condition, provided, however, that for purposes of the foregoing, in no event shall exist no new special assessmentsa material adverse change in Seller’s financial condition be deemed to have occurred due to any of the following reasons: (a) changes in general economic, general market or industry conditions ; (b) changes in generally accepted accounting principles; (c) change in any laws, legislation or regulations; (d) changes resulting from terrorism or war; (e) changes resulting from natural disasters; (f) this Agreement and/or the Lease (or Seller’s performance hereunder or thereunder, or the announcement hereof or thereof); and/or (g) the identity of Purchaser or any additional amounts for special assessments currently assessedof its successors or assigns, that are payable with respect or other matter related to the Property other than those special assessments listed on Exhibit D attached Purchaser. Further, in no event shall a material adverse change in Seller’s financial condition be deemed to this Agreement. have occurred so long as Seller’s “Tangible Net Worth” (10) Seller shall have delivered to Purchaser within 15 days after the Agreement Date an estoppel certificate duly executed by the tenant under the Lease as defined in the form attached Lease) as Exhibit E to this Agreementof the Closing Date is at least Fifty Million Dollars ($50,000,000.00). (b) So long as a party is not in default under this Agreement, if In the event that any condition to that party’s obligation to proceed with the Closing under this Agreement has not been satisfied as of the Closing Date, the party may, in its sole discretion, elect to (i) terminate this Agreement by delivering written notice to the other party foregoing conditions shall not have been fulfilled on or before the time for Closing Datehereunder, then subject to the provisions of Section 18(b) hereof, the Purchaser may elect, upon notice to the Seller, to either (ii1) extend the Closing until such condition is satisfied, but in no event longer than thirty (30) calendar days, or (iii) consummate terminate this transaction notwithstanding the non-satisfaction of such conditionAgreement, in which event the party ▇▇▇▇▇▇▇ Money shall be deemed immediately returned to have waived any such condition. If a party elects to close, notwithstanding that a condition to that party’s obligation to proceed with the Closing has not been satisfied, the other Purchaser and neither party shall have no any further liability for breaches of representations and warranties of which the party electing to close had actual knowledge at the Closing. Notwithstanding the foregoing, the failure of a condition due or obligation to the breach other, except for the indemnity provisions which survive the termination of a party shall not relieve this Agreement pursuant to Section 22(o) of this Agreement and any other provision of this Agreement that is expressly intended to survive the breaching party from any liability it would otherwise have under termination of this Agreement, or (2) waive any one or more of the foregoing conditions and proceed to Closing.