Closing Conditions and Deliveries. 7.1 Conditions to the Operating Partnership's Consummation of the ------------------------------------------------------------- Acquisition. The obligation of the Operating Partnership to consummate the ----------- Acquisition shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by the Operating Partnership:
(a) Each of the representations and warranties of the LLC and the Subsidiary contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall be correct in all material respects as of such date).
(b) Each of the obligations of the LLC and the Subsidiary to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all material respects.
(c) All Consents shall have been obtained.
(d) No Judgment prohibiting the transactions contemplated by this Agreement or the other Acquisition Documents shall have been entered by a Governmental Authority with proper jurisdiction which remains in effect, and no Legal Proceeding shall have been instituted by any Governmental Authority challenging this Agreement or the Acquisition or the other transactions contemplated by this Agreement or the other Acquisition Documents.
(e) The LLC shall have duly executed and delivered the Operating Partnership Agreement in substantially the form attached as Exhibit A.
(f) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents which the LLC and the Subsidiary are required by Section 6.8 to deliver to the Operating Partnership.
(g) The LLC and the Subsidiary shall have tendered to the Operating Partnership all documents and the Membership Interest required by Section 2.1.
(h) A rent roll (the "Rent Roll") certified by the LLC to be true and correct in all material respects as of the date of closing showing the name of, and the amount of monthly rental payable, by each tenant of the Real Property, the apartment occupied by the tenant, the date to which rent has been paid, any advance payment of rent, and the amount of any escrow, or security deposit of the tenant.
Closing Conditions and Deliveries. 4.1 Conditions Precedent to the Obligation of the Purchaser to Close. The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction on or prior to the Closing of each of the following conditions:
Closing Conditions and Deliveries. 22 4.1 Transactions to Occur Prior to Closing......................................................... 22 4.2 Authorization.................................................................................. 23 4.3 Approvals, Consents and Waivers................................................................ 23 4.4 Deliveries by the Company and the Stockholders to the Investors................................ 23 4.5 Closing Deliveries by the Investors to the Company............................................. 25 4.6 Closing Deliveries by the Stockholders to the Company.......................................... 25 4.7 All Proceedings Satisfactory................................................................... 25 4.8 No Litigation.................................................................................. 25 4.9 No Violation or Injunction..................................................................... 25 SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; TRANSACTION RELATED INDEMNIFICATION................ 26 5.1 Survival of Representations, Warranties and Covenants.......................................... 26 5.2 Transaction Related Indemnification............................................................ 26 5.3 Limitations on Transaction Related Indemnification............................................. 27 5.4 Notice; Payment of Losses; Defense of Third-Party Claims....................................... 28 5.5 Limitation on Contribution and Certain Other Rights............................................ 29
Closing Conditions and Deliveries. The obligations of each Investor to purchase and pay for its pro rata portion of the Convertible Preferred Shares shall be subject to the fulfillment by the Company and the Stockholders to the Investors' reasonable satisfaction or waiver on or before the Closing of the following conditions:
Closing Conditions and Deliveries. The obligations of Members to consummate the Purchase shall be subject to the fulfillment to Member's reasonable satisfaction on or before the Closing of the conditions set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.11 below. The obligations of the Company to consummate the transactions contemplated herein shall be subject to the fulfillment to the Company's reasonable satisfaction on or before the Closing of the conditions set forth in Sections 5.5, 5.7, 5.9 and 5.12 below.
Closing Conditions and Deliveries. The obligations of each Purchaser to purchase and pay for the Convertible Preferred Shares shall be subject to the fulfillment by the Company, to the Purchaser’s reasonable satisfaction, before the Closing of the following conditions, unless otherwise waived by the Purchaser:
Closing Conditions and Deliveries. The obligations of the Company to issue and sell the Securities and to consummate the other transactions contemplated by this Agreement and the other Transaction Documents shall be subject to the fulfillment by each Purchaser to the Company’s reasonable satisfaction or waiver on or before the Closing Date of the following conditions:
Closing Conditions and Deliveries. The obligations of Purchaser to purchase the Shares and of the Seller to sell the Shares shall be subject to the following:
Closing Conditions and Deliveries. 7.1 Conditions to the Purchaser’s Consummation of the Acquisition 7.2 Conditions to the Stockholder’s Consummation of the Acquisition
Closing Conditions and Deliveries. (a) The obligation hereunder of the Company to issue and sell the Notes to the Purchasers is subject to the satisfaction or waiver, at or before the applicable Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
