Conditions to Closing by the Buyer. The obligations of Buyer to consummate the acquisition of the Control Shares are subject to the satisfaction of the following conditions:

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

#​ and the Shareholders’ Closing of the Acquisition are contingent upon the following conditions precedent, or their waiver thereof:

Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the Put Date.

The obligation hereunder of the Subscriber to acquire and pay for the Purchased Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Subscriber’s sole benefit and may be waived by the Subscriber at any time in its sole discretion.

Closing Conditions. All obligations of the Purchaser and Seller to consummate the purchase and sale of Membership Units are subject to the fulfillment of each of the following conditions, except in the event the parties hereto shall all waive one or more of such conditions in writing:

3A.Conditions to Effectiveness of Agreement. The effectiveness of this Agreement and the amendment and restatement of the Prior Agreement effected hereby is subject to the satisfaction of the following conditions:

Closing Deliveries by Buyer Parties. At or prior to the Closing, Buyer Parties’ will deliver or cause to be delivered to Seller Parties the following, each in form and substance reasonably acceptable to the Seller Parties:

Obligations of Seller and Buyer & Conditions Precedent to Closing. On or prior to Closing, Seller shall complete and deliver the Property in compliance with all terms and requirements stated herein, if not already done so, including specifically providing the Initial Dedications. Buyer’s obligation to close on the Property and Seller’s right to retain any of the earnest money deposit (other than the independent consideration) is subject to and conditioned upon the completion, compliance and satisfaction, as of the Closing Date, of each of the requirements described herein and below, and compliance with all delivery requirements of Paragraph 7 above. Unless specifically stated otherwise, the satisfaction of these conditions shall be at Seller’s expense. Buyer shall cooperate with Seller to satisfy these conditions as needed.

SECTION # Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction (or waiver by Buyer) on or prior to the Closing Date of each of the following additional conditions: