Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and or the Optional Option Securities to be purchased on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares as provided herein on the First Closing Date and or the Optional Securities to be purchased Option Shares as provided herein on each Optional any Additional Closing Date will Date, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder, and to each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Units as provided herein on the First Closing Date and and, with respect to the Optional Securities to be purchased on Units, each Optional Subsequent Closing Date will Date, shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the First Closing Date and each Subsequent Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Stockholder herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be are subject to the accuracy satisfaction or waiver, as determined by the Representative in its sole discretion, of the representations and warranties of following conditions precedent on or prior to the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of officers of the Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Units on the First Closing Date and or any Option Units on the Optional Securities to be purchased on each Optional Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares on the First Closing Date and or any Option Shares on the Optional Securities to be purchased on each Optional Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantor herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)Transaction Entities herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Shareholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Transaction Entities and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities and the Manager made pursuant to the provisions hereof, to the performance by the Company Transaction Entities and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company the Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date, if any, as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of officers of the Company officers and the Manager made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein and the Operating Partnership (as though made on such Closing Date), to the accuracy of the statements of the Company officers made pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Shareholder herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Depositary Shares on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (as though made on such the Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein Transaction Entities (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities made pursuant to the provisions hereof, to the performance by the Company Transaction Entities of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (on the date hereof and on and as though made on of such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereofhereof on the date hereof and on and as of such Closing Date, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Securityholder herein (as of the date hereof and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Securityholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy when made and on the Closing Date of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and Hovnanian herein, to the accuracy of the statements of the Company and Guarantor officers made pursuant to the provisions hereof, to the performance by the Company and each Guarantor in all material respects of its respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Common Shares on the First Closing Date and the Optional Securities to be purchased Common Shares on each Optional the Second Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth as though made on such of the date hereof and as of the First Closing Date or the Second Closing Date), as the case may be, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Issuer herein (as though made on such the Closing Date), to the accuracy of the statements of officers of the Company officers and the Issuer made pursuant to the provisions hereof, to the performance by the Company and the Issuer of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. I. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (as of the date hereof and as though made on such the Closing Date), to the accuracy of the statements of Company Company’s and the Guarantors’ respective officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made in any certificates delivered pursuant to the provisions hereofthis Agreement, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by each of the Company and the Selling Shareholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Option Closing Date), to as the accuracy of the statements of Company officers made pursuant to the provisions hereofcase may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantors herein (on the date hereof and as though made on such the Closing Date), to the accuracy of the statements of Company the Company’s and the Guarantors’ officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Partnership herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities to be purchased Additional Shares on each Optional any Option Closing Date will be are subject to the accuracy fulfillment of each of the representations following conditions on or prior to the Closing Date and warranties of the Company herein (as though made on such each Option Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Guarantor herein (as though made on such the Closing Date), to the accuracy of the statements of Company the Company’s and the Guarantor’s officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Units on the First Closing Date and or the Optional Securities to be purchased Option Shares on each Optional the Option Closing Date will be Date, as the case may be, as provided herein is subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)Company, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each the Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities to be purchased Option Shares, if any, on each Optional the Option Closing Date will be Date, is subject to the accuracy accuracy, as of the Closing Date and the Option Closing Date, if any, of the representations and warranties of the Company herein (as though made on such Closing Date)contained herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, and to the performance in all material respects by the Company of its covenants and obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Transaction Entities herein (as though made on such Closing Date), to the accuracy of the statements of Company officers the Transaction Entities made pursuant to the provisions hereof, to the performance by the Company Transaction Entities of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (on the date hereof and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy accuracy, at and as of the date of this Agreement, at the Applicable Time and as of the Closing Date, of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company Company, at and as of the Closing Date, of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities as provided herein on the First Closing Date and or the Optional Securities to be purchased on each Optional Option Closing Date will shall be subject to (1) the accuracy of the representations and warranties on the part of the Company herein (set forth in Section 1 hereof, as of the date hereof and as of the Closing Date or the Option Closing Date as though made on such Closing Date), to then made; (2) the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder hereunder; and to (3) each of the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers of the Company, the Manager and their respective subsidiaries made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company and Manager officers made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy when made and on the Closing Date of the representations and warranties of the Company herein (as though made on such Closing Date)Partnership herein, to the accuracy of the statements of Company officers of the Partnership Entities made pursuant to the provisions hereof, to the performance by the Company Partnership of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholder herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Firm Securities Units on the First Closing Date and the Optional Securities to be purchased Option Units, if any, on each Optional the Option Closing Date will be are subject to the accuracy accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company herein (as though made on such Closing Date)contained herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:.

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company Company’s officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Offered Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)Transaction Entities herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and for the Optional Securities to be purchased on each Optional Closing Date will be subject to to, as of the Applicable Time and such Closing Date, the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date)contained herein, to the accuracy of the statements of officers of the Company officers made in certificates or documents issued pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Manager herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Manager of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Initial Notes on the First Closing Date and the Optional Securities Option Notes to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Partnership Parties herein (as though made on such Closing Date), to the accuracy of the statements of Company Partnership officers made pursuant to the provisions hereof, to the performance by the Company Partnership Parties of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company contained herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder in all material respects and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities ADSs on the First Closing Date and the Optional Securities ADSs to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Shareholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein on the date hereof (and as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date Date, if any, will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Stockholders herein, to the accuracy of the statements certificates of Company officers made and the Selling Stockholders delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities ADSs on the First Closing Date and the Optional Securities Option ADSs to be purchased on each Optional Option Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Principal Shareholders herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and NCM LLC herein, to the accuracy of the statements of Company and NCM LLC officers made pursuant to the provisions hereof, to the performance by the Company and NCM LLC of its their respective obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such of the Applicable Time and as of the Closing Date), Date to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Underwritten Shares on the First Closing Date and the Optional Securities to be purchased Option Shares on each Optional the Second Closing Date will shall be subject to the accuracy of the representations and warranties on the part of the Company herein (set forth as though made on such of the First Closing Date or the Second Closing Date), as the case may be, to the accuracy of the statements of officers of the Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions precedentconditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company Partnership Parties herein (as though made on such Closing Date), to the accuracy of the statements of Company the Partnership Parties’ officers made pursuant to the provisions hereof, to the performance by the Company Partnership Parties of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares on the First Closing Date and the Optional Securities Shares to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant in any certificates or other documents delivered to the provisions hereofUnderwriters in connection herewith, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities Stock on the First Closing Date and the Optional Securities Stock to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein (as though made on such Closing Date)and the Selling Securityholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Securityholders of its their obligations hereunder and to the following additional conditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein Parties (as though made on such Closing Date), to the accuracy of the statements of the Company Parties’ officers made pursuant to the provisions hereof, to the performance by the Company Parties of its their obligations hereunder and to the following additional conditions precedent: