Conditions Precedent The closing of the Company's IPO on or before March 31, 1998, is a condition precedent to the obligations of all parties to this Contribution Agreement to effect the transactions contemplated hereunder. In addition to the foregoing, the Operating Partnership shall not be obligated to close hereunder absent satisfaction of the following additional conditions precedent if such failure is, in the judgment of the Operating Partnership, either intentional or likely to have a Material Adverse Effect on the Operating Partnership or its future operations: (a) The representations and warranties of each of the Contributors contained herein shall have been true and correct on the date such representations and warranties were made, and shall be true and correct on the Closing Date as if made at and as of such date; (b) Each of the obligations hereunder of each of the Contributors shall have been duly performed on or before the Closing Date; (c) Concurrently with the Closing, each of the Contributors shall have executed and delivered to the Operating Partnership the documents required to be delivered hereunder; (d) Except as otherwise permitted herein, each of the Contributors shall have obtained all consents or approvals of any Governmental Entity or third party to the consummation of the transactions contemplated hereunder or in the Proxy Solicitation; (e) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Entity that prohibits the consummation of the transactions contemplated herein, and no litigation or governmental proceeding seeking any such order shall be pending or threatened in writing; and (f) There shall not have occurred between the date hereof and the Closing Date any adverse change in any Titleholder's assets, business, financial condition, results of operations or prospects or the Management Business.
Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.