Buyer Conditions Precedent to Closing Sample Clauses

Buyer Conditions Precedent to Closing. The obligation of each Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by such Buyer in writing):
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Buyer Conditions Precedent to Closing. In addition to a complete and satisfactory due diligence investigation by Buyer, as described in Section 4.1 above, the obligations of Buyer to complete the transactions contemplated by this Agreement are conditioned upon the conditions precedent (collectively, the “Buyer Conditions”) set forth in subsections (a) through (i) below. The Buyer Conditions are intended solely for the benefit of Buyer and may only be waived by Buyer in writing. In the event any of the Buyer Conditions of this Agreement is not satisfied by the Closing Date, Buyer may, in its sole and absolute discretion, terminate this Agreement by written notice to Seller, in which event, at Buyer’s election, the Deposit shall be returned to Buyer, this Agreement shall become null and void and the Parties hereto shall have no further obligations to each other hereunder, except for those obligations, which, by the express terms of this Agreement, survive such termination, and, except that in the event that any of the Buyer Conditions listed in (b) through (f) below are not satisfied, Buyer shall be entitled to its rights and remedies provided in Section 7.2 below: Buyer shall have obtained, in form satisfactory to Buyer, in Buyer’s sole discretion, the consent of: (i) the United States Department of Housing and Urban Development (“HUD”) and the City of Paterson and/or Paterson Housing Authority (collectively, the “Assistance Providers”), to the transactions described in this Agreement, which may include approval of the transfer of the HAP Contract to Buyer and approval of post-transfer HAP Contract rents acceptable to Buyer, and the approval of the transfer to Buyer of the Local Housing Assistance Contract (collectively, the “Assistance Approvals”). All of Seller’s representations and warranties contained in or made pursuant to this Agreement shall be materially true and correct as of Closing. The physical condition of the Property shall be substantially the same on Closing as on the date of Buyer’s execution of this Agreement, reasonable wear and tear and loss by casualty excepted. Seller shall have complied with all of Seller’s duties and obligations contained in this Agreement, as of Closing, including those listed in Article 8 below. On or prior to Closing, Seller shall have obtained approval of HUD for the prepayment of the existing indebtedness secured by the Property provided as part of the 236 Agreement and shall have paid, in full, such indebtedness. As of Closing, fee simple title to t...
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Buyer Conditions Precedent to Closing. If the following conditions precedent (the “Buyer Conditions Precedent”) are not satisfied, or waived in writing by Buyer, Buyer shall not be obligated to effect the Closing: 3.3.1 Each of the documents referred to in Section 3.2.1 to be executed by Seller or an Affiliate of Seller has been executed and delivered to Buyer; 3.3.2 Full Facility Completion has been achieved; 3.3.3 the AppHarvest Merger Closing has been effected; 3.3.4 receipt by the Parties of the Closing Date Cost Report; 3.3.5 Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Effective Date and the Closing Date; 3.3.6 There has been no Material Adverse Change to any Disclosure Schedule after the Effective Date except as disclosed to Buyer in accordance with Section 3.6 hereof; 3.3.7 There has been no Material Adverse Change to the Facility, Real Property or Project Company after the Effective Date; and 3.3.8 There shall be no uncured default under this Agreement by Seller.
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Buyer Conditions Precedent to Closing. The obligation of the Transferor to consummate the transfer contemplated by the Agreement shall be subject to the reasonable satisfaction, by or before the Long Stop Date, of each of the conditions contained in Clause 4.2.1 (
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Buyer Conditions Precedent to Closing. The obligation of Buyer to consummate the Transactions on the Closing Date is subject to the satisfaction or waiver by Buyer of each of the following conditions precedent:
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Buyer Conditions Precedent to Closing. 13 . In addition to a complete and satisfactory due diligence investigation by Xxxxx as described in Section 4.1 above, the obligations of Buyer to complete the transactions contemplated by this Agreement are conditioned upon the satisfaction of the conditions precedent (each, a “Buyer Condition”, and, collectively, the “Buyer Conditions”) set forth in subsections (a) through (h) and (j) below. The Buyer Conditions are intended solely for the benefit of Buyer and may only be waived by Xxxxx in writing. In the event any of the Buyer Conditions of this Agreement is not satisfied (or waived in writing by Xxxxx) as of the Closing Date, Buyer may, in its sole and absolute discretion, terminate this Agreement by written notice to Seller, 13 4.3 Seller’s Condition Precedent to Closing 14 4.4 Tenant Income Questionnaires 14
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Buyer Conditions Precedent to Closing. Subject to Section 6.1 hereof, the obligation of Buyer to consummate the transactions contemplated by this Agreement is conditional upon the following conditions having first been satisfied on or prior to the Closing Date, any of which may be waived in writing by Buyer pursuant to Section 8.14: (a) BRING-DOWN CERTIFICATE. A certificate shall be delivered to Buyer, signed by an executive officer of Seller and Seller Parent, certifying that: (i) all representations and warranties in Sections 2.3, 2.4, 2.5, 2.7 and 2.17 shall be true and correct; (ii) all representations and warranties in Section 2.6 shall be true and correct in all material respects; (iii) all other representations and warranties in Article 2 of this Agreement (a) that are qualified as to materiality shall be true and correct, and (b) that are not so qualified shall be true and correct in all material respects, in each case when made and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects on and as of such earlier date), and in each case, except for breaches as to matters that, individually or in the aggregate, would not have a material adverse effect on Seller, Seller Parent or the Company or the Sites taken as a whole; and (iv) Seller and Seller Parent shall have performed and complied in all material respects with all covenants and agreements required by Article 4 of this Agreement to be performed or complied with by it on or prior to the Closing Date. Solely with respect to this Section 6.2(a), no Seller Entity is making any representation or warranty under Sections 2.9, 2.11, 2.13, 2.14 or 2.15 with respect to (a) any acts, omissions, events, facts or circumstances existing or occurring prior to the Applicable SBC Closing Date (unless such specific act, omission, event, fact or circumstance is Known as of the Closing by Seller, Seller Parent or the Company), (b) any acts or omissions of the Buyer Indemnified Parties (whether such acts or omissions occurred prior or subsequent to the Applicable SBC Closing Date) or (c) specific acts, omissions, events, facts or circumstances that Seller or Seller Parent can demonstrate that Buyer or an Affiliate thereof had Knowledge of as of the date of this Agreemen...
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Related to Buyer Conditions Precedent to Closing

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent to Closing Date The occurrence of the Closing Date and the obligation of each Lender to make any Advance hereunder on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent, or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents (other than the Collateral Administration and Agency Fee Letter) duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement and the other Facility Documents; (c) each of the representations and warranties of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents shall be true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); (d) one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its general partner, board of directors or board of managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that each of such Person’s representations and warranties made by such Person in the Facility Documents to which it is a party are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (iv) that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to perfect the Collateral Agent’s first-priority security interest in the Collateral; (f) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the status of the Borrower under the Investment Company Act), substantive non-consolidation of the Borrower with the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Assets from the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (g) reserved; (h) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (i) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of counsel to the Administrative Agent and the Lenders, of counsel to the Custodian and of counsel to the Collateral Agent, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (j) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Assets to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (k) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (l) with respect to any Advance to be made on the Closing Date, the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance demonstrating that immediately after the making of such initial Advance, the Borrowing Base Test shall be satisfied; (m) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Assets (or, in the case of Participation Interests, the related seller of such Participation Interest) that all payments shall be made directly to the Collection Account and all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; and (n) sufficiently in advance of the Closing Date, (x) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Seller’s Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Seller shall have received a certificate to that effect signed by an Authorized Officer of the Purchaser; B. The Seller shall have received, or the Seller's attorney shall have received in escrow, a certificate signed by an Authorized Officer of the Purchaser dated as of the Closing Date, in the form acceptable to the parties hereto, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement, together with copies of the Articles of Association and by-laws as of a recent date with respect to the Purchaser; and C. The Purchaser will furnish to the Seller such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller and its attorney may reasonably request.

  • Buyer’s Conditions to Closing The obligations of Buyer at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Buyer, of the following conditions: (a) All representations and warranties of Sellers contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date, and Sellers shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing. (b) No suit, action or other proceeding brought by a third party shall be pending, nor shall any order have been entered by any court or Governmental Authorities having jurisdiction over the Parties or the subject matter of this Agreement which remains in effect at the time of Closing, in either case, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in connection with, the purchase and sale contemplated by this Agreement. (c) All material consents and approvals required of any third party or Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein shall have been received or waived in writing; and Sellers shall have provided evidence satisfactory to Buyer of the same. (d) The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects and Casualty Defects shall not have exceeded the threshold set forth in Section 7.6 above. (e) Sellers shall have performed its obligations set forth in Sections 10.5. (f) Buyer, in its sole discretion and upon its good faith effort, shall have determined that Sellers have satisfied, in all material respects, the provisions of Section 14.5 and shall have satisfied itself that pipeline Segment No. 14609 is, as of the Closing Date, in good working order.

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

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