CONSENT OF THE MUNICIPAL COUNCIL OF THE CITY IS REQUIRED IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE IX
CONDITIONS PRECEDENT TO CLOSING
SECTION 9.1
CONDITIONS PRECEDENT TO OBLIGATION OF PURCHASER.
THE
OBLIGATION OF PURCHASER TO CONSUMMATE THE TRANSACTION HEREUNDER SHALL BE SUBJECT
TO THE FULFILLMENT ON OR BEFORE THE SCHEDULED CLOSING DATE OF ALL OF THE
FOLLOWING CONDITIONS, ANY OR ALL OF WHICH MAY BE WAIVED BY PURCHASER IN ITS SOLE
DISCRETION:
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(A)
SELLER SHALL HAVE DELIVERED TO ESCROW AGENT ALL OF THE ITEMS
REQUIRED TO BE DELIVERED TO PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO, THOSE PROVIDED FOR IN SECTION 10.3.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 8.6(A), ALL OF THE
REPRESENTATIONS AND WARRANTIES OF EACH SELLER ENTITY AND SELLER CONTAINED IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE
CLOSING DATE.
(C)
SELLER SHALL HAVE PERFORMED AND OBSERVED, IN ALL MATERIAL
RESPECTS, ALL COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE PERFORMED AND
OBSERVED BY SELLER AS OF THE CLOSING DATE.
(D)
SCHWAB SHALL NOT HAVE COMMENCED A VOLUNTARY CASE, OR HAD ENTERED
AGAINST IT A PETITION, FOR RELIEF UNDER ANY FEDERAL BANKRUPTCY ACT OR ANY
SIMILAR PETITION, ORDER OR DECREE UNDER ANY FEDERAL OR STATE LAW OR STATUTE
RELATIVE TO BANKRUPTCY, INSOLVENCY OR OTHER RELIEF FOR DEBTORS, DURING THE
PERIOD FROM THE EFFECTIVE DATE TO, AND INCLUDING, THE CLOSING DATE.
(E)
THE AMENDED FINANCIAL AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
(F)
NO TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT
INJUNCTION OR OTHER ORDER OR DECREE ISSUED BY ANY COURT OF COMPETENT
JURISDICTION OR OTHER LEGAL RESTRAINT OR PROHIBITION (COLLECTIVELY, "LEGAL
RESTRAINTS) THAT HAS THE EFFECT OF PREVENTING THE CONSUMMATION OF THE
TRANSACTION CONTEMPLATED HEREBY SHALL BE IN EFFECT.
(G)
THE CREA AND THE CRA SHALL HAVE BEEN RECORDED AGAINST THE REAL
PROPERTY.
(H)
TITLE TO THE REAL PROPERTY AND IMPROVEMENTS SHALL BE IN THE
CONDITION REQUIRED PURSUANT TO ARTICLE VI OF THIS AGREEMENT.
(I)
THE EXCLUDED REAL PROPERTY SHALL HAVE BEEN, OR SIMULTANEOUSLY
WITH THE CLOSING SHALL BE, CONVEYED TO 8/9 TRANSFEREE.
(J)
THE APPROVALS SHALL HAVE BEEN OBTAINED.
(K)
THE PERMIT CONDITION SHALL HAVE BEEN SATISFIED.
(L)
THE RETAINED ENTITY SHALL HAVE CONTRIBUTED THE RETAINED INTEREST
TO PURCHASER PURSUANT TO THE RETAINED INTEREST ASSIGNMENTS, AND IF REQUIRED,
HARSIMUS SHALL HAVE CONSENTED THERETO.
(M)
PURCHASER SHALL HAVE RECEIVED AN ESTOPPEL CERTIFICATE EXECUTED BY
SCHWAB CERTIFYING AS TO THE ITEMS SPECIFIED IN THE FIRST SENTENCE OF SECTION
9.02 OF THE SCHWAB LEASE (THE "THRESHOLD ESTOPPEL CERTIFICATE").
NOTWITHSTANDING THE FOREGOING, SELLER AGREES TO REQUEST AN ESTOPPEL CERTIFICATE
FROM SCHWAB CERTIFYING AS TO THE ITEMS SPECIFIED IN THE FIRST SENTENCE OF
SECTION 9.02 OF THE SCHWAB LEASE AND SUCH OTHER ITEMS CONCERNING THE SCHWAB
LEASE AS
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PURCHASER MAY REASONABLY REQUEST ("PURCHASER'S PROPOSED ESTOPPEL CERTIFICATE"),
BUT IT SHALL ONLY BE A CONDITION TO CLOSING THAT THE THRESHOLD ESTOPPEL
CERTIFICATE BE DELIVERED ON THE CLOSING DATE.
PROMPTLY FOLLOWING