Common use of Transaction Conditions Clause in Contracts

Transaction Conditions. A. As a condition to the REIT’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in its sole discretion. B. As a condition to the REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Oak Crest Interests, and at Closing all of the Oak Crest Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Titleholder shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison Entities, or their successors or assigns shall have agreed to modify the terms and conditions of the Oak Crest JV’s operating agreement or limited liability company agreement (the “Oak Crest JV Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, REIT shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to the REIT’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Waterford Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in its sole discretion. B. As a condition to the REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Oak Crest Waterford Interests, and at Closing all of the Oak Crest Waterford Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Waterford Titleholder shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison ▇▇▇▇ Entities, or their its successors or assigns assigns, shall have agreed to modify the terms and conditions of the Oak Crest JVWaterford Titleholder’s operating agreement or limited liability company agreement (the “Oak Crest JV Waterford Titleholder Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” ”. If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Contributors shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, REIT shall pay to Contributor Contributors (or reimburse ContributorContributors, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT shall have the right to participate with Contributor Contributors in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to the REITOperating Partnership’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Interests Property as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT Operating Partnership in its sole discretion. B. As a condition to the REITOperating Partnership’s obligation to close, the REIT Operating Partnership or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT Operating Partnership or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Oak Crest InterestsProperty, and at Closing all of the Oak Crest Interests Property (except for those obligations related to the operation of the Property that Operating Partnership has agreed to assume following Closing including, without limitation, the Leases) will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REITOperating Partnership’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Titleholder Contributor shall have paid paid, or cause to be paid, in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REITOperating Partnership’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison Entities, or their successors or assigns shall have agreed to modify the terms and conditions of the Oak Crest JV’s operating agreement or limited liability company agreement (the “Oak Crest JV Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretionIntentionally deleted. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” ”. If REIT Operating Partnership does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT Operating Partnership agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, REIT Operating Partnership shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT Operating Partnership shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to the REIT’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Springhouse Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in its sole discretion. B. As a condition to the REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Oak Crest Springhouse Interests, and at Closing all of the Oak Crest Springhouse Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Springhouse Titleholder shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison EntitiesHawthorne LLC, or their its successors or assigns assigns, shall have agreed to modify the terms and conditions of the Oak Crest BR Hawthorne Springhouse JV’s operating agreement or limited liability company agreement (the “Oak Crest BR Hawthorne Springhouse JV Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion, if necessary. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” ”. If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, REIT shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to the REIT’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Village Green Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in its sole discretion. B. As a condition to the REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal liability for certain undertakings under the Loan Documents Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated to assume any liabilities directly related to the Oak Crest Village Green Interests, and at Closing all of the Oak Crest Village Green Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Village Green Titleholder shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison ▇▇▇▇▇▇▇▇ Entities, or their its successors or assigns assigns, shall have agreed to modify the terms and conditions of the Oak Crest JVVillage Green Titleholder’s operating agreement or limited liability company agreement (the “Oak Crest JV Village Green Titleholder Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” ”. If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Contributors shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur). At Closing, REIT shall pay to Contributor Contributors (or reimburse ContributorContributors, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT shall have the right to participate with Contributor Contributors in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.

Transaction Conditions. A. As a condition to the REIT’s obligation to close, any notice to the Lender to the conveyance of the Oak Crest Lansbrook Interests as a permitted transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents, and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in its sole discretion. B. As a condition to the REIT’s obligation to close, the REIT or its direct REIT Parent (or indirect owners or subsidiaries both) may be obligated to assume personal liability for certain undertakings under the Loan Documents Documents, as reasonably required by Lender as a condition to granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners or REIT Parent shall be obligated to assume any liabilities directly related to the Oak Crest Lansbrook Interests, and at Closing all of the Oak Crest Lansbrook Interests will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain subject to the Loans and all liens and security interests associated therewith. C. As a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan Documents and Oak Crest Lansbrook Titleholder shall have paid in full all interest and other amounts (including, without limitation, installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan Documents to which it is a party at or prior to Closing. D. As a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”). E. As a condition to REIT’s obligation to close, as of the Closing Date, the Madison Entities, or their successors or assigns Sellers shall have agreed to modify the terms and conditions of the Oak Crest JVBR Lansbrook JV Member’s operating agreement or limited liability company agreement (the “Oak Crest BR Lansbrook JV Member Operating Agreement”) relative to control of the entity to the satisfaction of the REIT in its sole discretion. The conditions precedent set forth in this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions.” ”. If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant to Section 2.4, following the expiration of the Due Diligence Period, Contributor Sellers shall use Commercially Reasonable Efforts to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur)efforts. At Closing, REIT shall pay to Contributor Sellers (or reimburse ContributorSellers, as applicable, with respect to) (i) any and all payments required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT shall have the right to participate with Contributor Sellers in respect to negotiation with each Lender concerning satisfaction of the Transaction Conditions.