Buyer’s Condition Precedent. The following shall be the condition precedent to the Buyer’s obligation to purchase the Subject Property at close of escrow:
(1) Seller’s compliance with each of Seller’s agreements herein, and the accuracy in all material respects of each of Seller’s representations and warranties as of the closing date.
(2) Approval of this Agreement and the terms hereof by Xxxxx and execution of the Agreement by a duly authorized representative of Buyer.
Buyer’s Condition Precedent. This Section 6.2 describes certain conditions precedent to Buyers’ obligations under this PPA (collectively, the “Buyers’ Conditions Precedent”), each of which Buyer shall pursue diligently with commercially reasonable efforts:
(A) Buyers obligations under this PPA are, subject to Section 6.3 below, conditioned upon the occurrence (or waiver by Buyer) as described in Section 6.3 of the Buyer’s Conditions Precedent described in this Section 6.2(A) (the “Buyers’ Tier 1 CPs”) on or before March 31, 2022:
(i) Buyers shall have entered into renewable purchase agreements or other contracts with retail customers of Buyers for the purchase from Buyer of the Solar Energy Output and the Renewable Energy Benefits (the “RPAs”) on terms satisfactory to Buyers in their sole discretion;
(ii) Buyers shall have received all Commission Approvals necessary, as determined in the Buyers’ sole discretion, to allow the Buyers to perform their obligations under the RPAs, without any requirement to modify the RPAs, unless such requirements are acceptable to Buyers in their sole discretion and are agreed to in writing by the counterparties to the RPAs;
(iii) Buyers shall, if required in connection with obtaining Commission Approvals with respect to the RPAs, have received all Commission Approvals necessary to perform their obligations under this Agreement, without any requirement to modify this Agreement, unless such modifications are acceptable to both Seller, in its sole discretion, and the Buyers, in their sole discretion, and are mutually agreed to in a written amendment to this Agreement; and
(iv) Buyers shall have designated the entire Facility as a Network Resource and secured unconditional firm network transmission service from the Point of Interconnection to Buyer’s load for the Term.
Buyer’s Condition Precedent. The Buyer’s obligation to complete the transaction contemplated by this Agreement is subject to the satisfaction of the following condition precedent, which is for the sole benefit of the Buyer and may be waived by the Buyer at its sole discretion:
a. On or before November 30, 2023 the City will be satisfied, in its sole and absolute discretion, with the results of due diligence investigations with respect to the Lands, including without limitation, the state of title of the Lands and review of Seller Doccuments provided. If the Buyer does not give the Seller written notice of its satisfaction or waiver of its condition precedent under this section within the applicable time provided herein, this Agreement will automatically terminate and the parties will have no further obligations to one another. In consideration of $10.00 non-refundable paid by the Buyer to the Seller and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Seller, the Seller agrees not to revoke its acceptance of this Agreement while it remains subject to the condition precedent under this section.
Buyer’s Condition Precedent. Buyer’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by Buyer, in whole or in part):
Buyer’s Condition Precedent. Notwithstanding anything herein to the contrary, Buyer’s obligations under this Agreement (other than those set forth in this Section 2.1) shall be conditioned upon receipt of RCA Approval. Buyer shall use commercially reasonable efforts to obtain expedited RCA Approval, and Seller shall cooperate reasonably, with Buyer’s efforts to seek RCA Approval. If this Agreement does not receive RCA Approval, this Agreement shall be terminated without any further financial or other obligation on behalf of either Party under this Agreement.
Buyer’s Condition Precedent. Unless otherwise waived by Buyer, the obligation of Buyer to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:
Buyer’s Condition Precedent. Buyer's obligations under this Agreement shall be conditioned upon the approval of the Investment Committee of AEW Capital Management, L.P., in its sole and absolute discretion. The contingency set forth in this Section 13.19 shall expire seven (7) days after the lender of the Fredxxx Xxx Loans approves in writing the transactions contemplated by this Agreement and the assumption of the Fredxxx Xxx Loans by Buyer.
Buyer’s Condition Precedent. All of the following shall be conditions precedent to Buyer's obligation to consummate the transactions contemplated by this Agreement:
Buyer’s Condition Precedent. This Agreement shall not be binding or enforceable against either of the parties hereto unless, concurrently with the execution of this Agreement Buyer has entered into a contract or contracts satisfactory to it for the purchase of real estate adjoining the Real Property located at 000-000 Xxxxx Xxxx and 000-000 Xxxxx Xxxx, Naperville, Illinois (the “Other Property”), owned by Washington Commons Phase II Limited Partnership and Washington Commons Phase III Limited Partnership, both Illinois limited partnerships, respectively (whether one or more contracts, the “Other Contract”). Buyer shall not be required to consummate the transactions contemplated by this Agreement, and Buyer may terminate this Agreement by written notice to Seller, unless Buyer has also consummated the transactions contemplated by the Other Contract. Provided, however, that Buyer shall be required to consummate the transactions contemplated by this Agreement if the reason the transactions contemplated by the Other Contract do not close is Buyer’s default under the Other Contract. A default by the sellers under the Other Contract shall not be a default by Seller herein and a default by Buyer under the Other Contract shall not be a default by Buyer herein. If Buyer terminates this Agreement pursuant to this Section 9.18, the Deposit shall be returned promptly to Buyer, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 above.
Buyer’s Condition Precedent. This Section
