Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”):
(i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.
(ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any);
(h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:
(a) All representations and warranties of Seller contained in this Agreement are true in all material respects (considering the transaction as a whole, but without regard to materiality qualifications in any individual representation or warranty) at and as of the Closing in accordance with its terms as if such representations were remade at and as of the Closing (other than representations and warranties made as of a specified date, which shall have been true as of such specified date), and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;
(b) No order has been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing;
(c) Seller shall have obtained all consents specified on Schedule 6.2;
(d) Seller shall have obtained a release of the lien(s) described on Schedule 6.4 and shall have delivered to Buyer evidence satisfactory to Buyer and its counsel that Seller is able to deliver the Assets free and clear of all liens and encumbrances, other than Permitted Encumbrances;
(e) Seller shall have cured each of the Existing Title Defects set forth in Section 4.1 to the satisfaction of Buyer; and
(f) Seller stands ready, willing and able to Close with Buyer.
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:
(a) All representations and warranties of Seller contained in this Agreement shall be true, correct and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing;
(b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);
(c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;
(d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and
(e) The provisions of ARTICLE V.(e) have been satisfied.
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction on or prior to the Closing of the following conditions precedent:
Buyer’s Conditions. The obligation of Buyer to consummate the transaction provided for herein is subject to the fulfillment of, or to the Buyer’s written waiver or extension or modification thereof, of each of the following conditions to Closing:
(a) All representations and warranties of Seller shall be true, correct, and complete as of the Closing Date.
(b) Seller shall have performed all of its obligations hereunder that are required to be performed as of the Closing Date.
(c) Buyer shall have received all consents, approvals, certifications and licenses as may be necessary to own the Interests and to operate the Business.
(d) Buyer shall be satisfied that there has been no Material Adverse Change to the Business or any of the Company’s assets or the Company’s liabilities.
(e) The Company shall not be in default under any of the Contracts or any other contract, lease or other agreement or instrument affecting or relating to the Company’s assets, the Company’s liabilities or the Business, where in Buyer’s good faith judgment such default would reasonably be expected to have a Material Adverse Effect on the Business or the Company either prior to or after Closing.
(f) Seller shall have made satisfactory arrangements with Buyer for the delivery of all of the books and records of the Company, including corporate record books.
(g) Seller shall have made satisfactory arrangements with Buyer for delivering full physical possession of the assets of the Company to Buyer.
(h) Seller shall have obtained a release satisfactory to Buyer of any obligations of the Company to JPMorgan, and the executed release shall have been delivered to Escrow Agent prior to the Closing Date to be delivered to Buyer at Closing.
(i) Buyer’s lender has completed its loan documentation related to this transaction and is ready to fund the loan.
(j) Buyer shall have approved the Schedules, which approval may be granted or denied by Buyer in its sole discretion.
Buyer’s Conditions. The buyer’s conditions are for the benefit of the buyer and are:
Buyer’s Conditions. The obligation of Buyer to acquire the Property pursuant to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is specifically set forth in this Agreement) of all of the following conditions precedent which conditions are for the benefit of Buyer only and the satisfaction of which may be waived only in writing by Buyer:
Buyer’s Conditions. Buyer’s obligations under this Agreement are subject to the fulfillment of the following conditions at or prior to the Closing Date, which conditions are for the benefit of Buyer only and the satisfaction or fulfillment of which may be waived only in writing by Buyer:
Buyer’s Conditions. Buyer shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:
Buyer’s Conditions. Unless otherwise waived in writing prior to the Closing, the obligation of Buyer to complete the Closing is subject to fulfillment prior to or at the Closing of each of the following conditions:
