Buyer Closing Conditions. The obligation of Buyer to consummate the Closing hereunder is subject to satisfaction, at or prior to Closing, of each of the following conditions (unless waived in writing by Buyer):
Buyer Closing Conditions. The following (the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close the transaction:
(a) This Agreement shall not have terminated pursuant to its terms;
(b) Any Title Objections which Seller is obligated to cure have been cured as of the Closing Date and the Title Company is irrevocably committed to issue the Title Policy;
(c) Seller’s representations and warranties set forth in Article 10 shall be true and correct in all material respects as if made on the Closing Date, provided that there shall be no failure of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date and are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and
(d) Seller has materially performed all its obligations and covenants, and made all required deliveries, under this Agreement. If any of the Closing Conditions listed in (a) through (d) shall not have been satisfied on or before the Closing Date, then Buyer shall have the right to either (i) waive such Closing Condition(s) and proceed with Closing, or (ii) elect to not proceed with Closing by giving written notice to Seller of such election prior to the Closing Date, in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have its rights under Article 7.
Buyer Closing Conditions. Conditions precedent to Buyer’s obligation to consummate this transaction, as set forth in Section 5(a).
Buyer Closing Conditions. The conditions set forth in this Section 5(a) are conditions precedent to Buyer’s obligation to acquire the Property (“Buyer Closing Conditions”). The Buyer Closing Conditions are intended solely for the benefit of Buyer. If any of the Buyer Closing Conditions is not satisfied, Buyer shall have the right in its sole discretion either to waive the Buyer Closing Condition and proceed with the acquisition of the Property without adjustment to the Consideration or terminate this Agreement by written notice to Seller and the Title Company.
Buyer Closing Conditions. The obligation of the Buyer to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions (any one or more of which may be waived in whole or in part by the Buyer at its option):
Buyer Closing Conditions. The obligation of Buyer to acquire Shares at the Closing is subject to the satisfaction of each of the following conditions, unless explicitly waived by Xxxxx in writing:
(a) The representations and warranties of Shareholder contained in this Agreement shall have been true and correct in all material respects on and as of the date hereof and shall be true and correct in all material respects as of the Closing, except (i) those representations and warranties that address matters only as of a particular date need only be true and correct as of such date, and (ii) in each case for any representations or warranties that are qualified by “materiality” or “Material Adverse Effect” or any similar qualifier, which representations and warranties shall have been and be true and correct in all respects;
(b) The Selling Parties shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Selling Parties prior to or on the Closing Date;
(c) The Selling Parties shall have delivered or caused to be delivered to Buyer:
(i) original certificates evidencing all of the Shares duly endorsed for transfer or accompanied by notarized powers, with all transfer stamps attached, if required, each duly executed by Shareholder, and such other instruments as may be requested by Buyer to vest full legal and beneficial ownership of the Shares in Buyer, free and clear of any Liens;
(ii) a certificate dated as of the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 2.3(a) and Section 2.3(b) have been satisfied;
(iii) a certificate from the Secretary or comparable official of Company, dated as of the Closing Date, attesting to the resolutions of such entity authorizing the execution, delivery and performance of the Transaction Agreements to be executed, performed and delivered by Company, and to the incumbency of the Person(s) executing any Transaction Agreement on behalf of such entity;
(iv) copies of the Organizational Documents of Company, each as in effect on the Closing Date and certified by the appropriate Governmental Authority or, with respect to any Organizational Documents that are not publicly filed, the Secretary or comparable official of Company;
(v) a certificate of valid existence as to Company from the Secretary of State (or its equivalent) in its jurisdiction of organization and each state where...
Buyer Closing Conditions. The conditions set forth in this Section 5(a) are conditions precedent to Buyer’s obligation to acquire the Properties (collectively with any other express conditions precedent to Buyer’s obligations with respect to the Closing set forth in this Agreement, “Buyer Closing Conditions”). The Buyer Closing Conditions are intended solely for the benefit of Buyer. If one or more of the Buyer Closing Conditions is not satisfied as of the Closing Date, Buyer shall have the right in its sole discretion either to waive the Buyer Closing Condition and proceed with the acquisition of the Properties without adjustment to the Consideration or terminate this Agreement by written notice to Seller and the Title Company.
Buyer Closing Conditions. The following are conditions to Closing for Buyer’s benefit, unless they have been waived by Buyer:
Buyer Closing Conditions. The Buyer's obligation to close shall be subject to the following conditions, any one or more of which may be waived by the Buyer: (a) Seller shall have executed and delivered the documents referred to in Section 2.03 hereof and (b) the representations and warranties made by the Seller shall be accurate as of the date hereof and the Closing Date and the undertakings of the Seller to be fulfilled prior to the Closing shall have been fulfilled.
Buyer Closing Conditions. The obligations of Buyer hereunder shall be subject to the fulfillment prior to or at the Closing, of each of the following conditions (any or all of which may be waived, in writing, by Buyer in its sole discretion):
(a) The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of the date of the Closing (except for changes contemplated by this Agreement and except for those representations and warranties that address matters only as of a particular date, which shall remain true and correct as of such particular date) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller shall have performed and complied with in all material respects all covenants, undertakings, obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date executed by the President or a Vice President of Seller to such effect.
(b) The novation of the BT Agreement, in the form attached hereto as Schedule 7.2(f), shall have been duly executed and delivered by British Telecommunications PLC.
