Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent:
(a) On or before the expiration of the Inspection Period, Buyer shall have inspected and approved, in Buyer’s sole discretion, all aspects and matters relating to the Property, of any nature whatsoever, or waived such approval, in Buyer’s sole and absolute discretion; provided, that notwithstanding anything herein to the contrary, if Buyer fails to deliver to Seller, on or before the expiration of the Inspection Period, written notice of the failure of the condition set forth in Section 6.02 hereof, then such condition shall be deemed to have been satisfied without further notice.
(b) On or before the respective dates provided for herein, Seller shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Seller pursuant to this Agreement.
(c) The Title Insurer shall deliver to Buyer at the Closing at Buyer’s sole expense an endorsement to Owner’s Policy of Title Insurance with respect to the Partnership’s ownership of the Real Property as contemplated under Section 2.01 hereof and in accordance with the Commitment, as it may have been modified as contemplated by this Agreement (the “Title Policy”), with extended coverage (i.e. with General Standard Exceptions 1 through 5 deleted), with respect to (i) taxes (except for taxes which are not yet due and payable which are apportioned hereunder), (ii) mechanic’s liens, (iii) survey issues (which shall be replaced by a “reading” of the Survey and an exception only for “shortages in area”), (iv) leases and parties in possession (which shall be replaced by a reference to “tenants under the leases described on the Rent Roll delivered at the Closing, as tenants only without any right or option to purchase all or any part of the Property”) and (v) items raised after the effective date of the Title Commitment), issued by the Title Insurer at its standard filed rates, as applicable as of the date and time of the issuance of the Title Policy, in the amount of the Purchase Price, containing Buyer’s Endorsements (as hereinafter defined), insuring the Partnership as owner of fee simple title to the Property subject only to the Permitted Exceptions. As used herein, the term “Buyer Endorsements” shall mean such endorsements as Buyer has requested by the end of...
Buyer’s Conditions Precedent. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:
Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or through an electronic war room for the CalTIA Industrial Portfolio prepared and managed by Seller’s Broker (the “War Room”), or shall within the Delivery Period (as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or through the War Room, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). The “
Buyer’s Conditions Precedent. The obligations of Buyer under this Agreement to proceed with the Closing are subject to the fulfillment or waiver, at the option of Buyer, of the following conditions at or prior to the Closing:
(a) The representations and warranties of the Seller contained in this Agreement and each certificate delivered by the Seller at the Closing pursuant to this Agreement shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the time of the Closing with the same force and effect as though such representations and warranties were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified date.
(b) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Seller at or prior to the Closing shall have been complied with and performed, in all material respects.
(c) The Seller shall have delivered to and for the benefit of Buyer a certificate of the Seller executed on the Closing Date certifying that the conditions set forth in subsections (a) and (b) of this Section 3.5 have been fulfilled.
(d) All consents from Persons to any Contract listed on Schedule 3.5(d) that may be required in connection with this Agreement or to assure that such contracts continue in full force and effect after the consummation of the transactions contemplated hereby without giving any contracting Person the right to terminate or modify any such Contract shall have been obtained either by duly authorized assignment or novation thereof.
Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Property shall be expressly conditioned upon the fulfillment of each of the following:
(a) The issuance by the Closing Agent on the Closing Date, upon payment of its regularly scheduled premium, of the title insurance policy described in Section 4.2 below (the “Title Policy”);
(b) The delivery and performance by Seller of all documents and closing items required to be delivered or performed by Seller have been delivered and performed by Seller; and
(c) Seller has performed and observed, in all material respects, all covenants and agreements set forth in this Agreement to be performed and observed by Seller as of the Closing Date.
Buyer’s Conditions Precedent. [Scenario 1:]
(i) Buyer shall complete the setting up and commissioning of the Buyer‟s Facilities;
(ii) Buyer shall have laid down gas pipelines for onward transportation of Gas to be delivered by the Seller at the Delivery Point, and the transportation facilities are fully completed and operational, and capable of taking delivery of Gas at the Delivery Point; and
(iii) Buyer shall have complied with all necessary regulations including but not limited to T4S Regulations for CGD/Natural Gas Pipeline as notified by Petroleum and Natural Gas Regulatory Board (PNGRB) and have obtained necessary authorizations from all relevant Regulatory Bodies; and
(iv) Buyer will provide the Seller(s) with payment security in favour of the Seller(s), in accordance with Clause 13.12 of this Agreement. OR [Scenario 2:]
(i) Buyer shall complete the setting up and commissioning of the Buyer’s Facilities;
(ii) The Buyer shall have entered into requisite GTA for onward transportation of Gas to be delivered by the Seller at the Delivery Point up to [●];
(iii) Buyer shall provide Seller, in writing, the name of the transporter in the Gas transportation arrangement for transportation of Gas to be purchased under this Agreement;
(iv) Buyer shall ensure that the transporter’s facilities are fully completed and operational, and capable of taking delivery of Gas at the Delivery Point; and
(v) Buyer will provide the Seller(s) with payment security in favour of the Seller(s), in accordance with Clause 13.12 of this Agreement.
Buyer’s Conditions Precedent. Buyer’s obligation to perform under this Agreement is expressly subject to the satisfaction (or waiver) at or prior to Close of Escrow of the following:
8.1.1. The representations and warranties of Seller contained in Section 11 of this Agreement shall be true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of Close of Escrow as if made at and as of such time, except for (i) changes permitted or contemplated hereby; and (ii) representations and warranties which are as of a specific date, in which event they shall be true and correct as of such date.
8.1.2. Seller shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to Close of Escrow pursuant to the terms hereof.
8.1.3. Escrow Agent shall have issued to Buyer the Owner’s Policy (or a binding written commitment therefor) subject only to the Permitted Exceptions and those other matters, if any, approved or deemed approved by Buyer pursuant to this Agreement.
8.1.4. Buyer’s Board of Directors (the “Board”) shall have approved this Agreement and the Purchase Transaction, which approval shall not be subject to appeal or reversal (the “Board Approval”). The Board Approval shall be obtained by Buyer at Buyer’s sole cost.
8.1.5. The Commission shall have entered a final order approving, among other things, the cancellation and extinguishment of the Seller’s CC&N for the Certificated Area, Seller’s sale of assets, and the transfer of Seller’s Customers to the Buyer subject only to the consummation of the Purchase Transaction (the “Commission Order”).
8.1.6. Buyer has received commercially acceptable financing for the transaction.
Buyer’s Conditions Precedent. [ ] § 3.2(a)(i) shall not apply to the Buyer;
otherwise § 3.2(a) (i) shall apply
Buyer’s Conditions Precedent. The obligation of Buyer to complete the transactions described herein shall be subject to the Seller satisfying (in addition to delivery of documents required pursuant to Section 2.7(a) of this Agreement) the following conditions (as at or prior to) the Closing:
Buyer’s Conditions Precedent. Unless otherwise specified in Section B of Part I (Individual Terms), the Buyer shall, to the reasonable satisfaction of the Seller:
