CONDITIONS      86 Sample Clauses

CONDITIONS      86. Section 8.1 Conditions to Each Party’s Obligation to Effect the Mergers 86 Section 8.2 Conditions to Obligations of the Company Parties 87 Section 8.3 Conditions to Obligations of the Parent Parties 87 Section 9.1 Termination 89 Section 9.2 Effect of Termination 91 Section 9.3 Fees and Expenses 91 Section 9.4 Payment of Amount or Expenses 94 Section 9.5 Amendment 96 Section 10.1 Non-Survival of Representations and Warranties and Certain Covenants 96 Section 10.2 Notices 96 Section 10.3 Severability 97 Section 10.4 Counterparts 98 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 98 Section 10.6 Extension; Waiver 98 Section 10.7 Governing Law; Venue 98 Section 10.8 Assignment 99 Section 10.9 Obligations of Parent 99 Section 10.10 Specific Performance; Parent Liability Cap 100 Section 10.11 Waiver of Jury Trial 101 Section 10.12 Authorship 102 Exhibit A – Form of Company Counsel Tax Opinion Exhibit B – Form of Company Officer’s Certificate THIS AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2022 (this “Agreement”), is made and entered into by and among Abacus Parent LLC, a Delaware limited liability company (“Parent”), Abacus Merger Sub I LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub I”), Abacus Merger Sub II LLC, a Maryland limited liability company and a wholly owned subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent and Merger Sub I, the “Parent Parties”), American Campus Communities, Inc., a Maryland corporation (the “Company”), and American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Partnership” and, together with the Company, the “Company Parties”). Each of Parent, Merger Sub I, Merger Sub II, the Company and the Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article I.
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Related to CONDITIONS      86

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Frustration of Closing Conditions None of Parent, Merger Sub Inc.or the Company may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Conditions The Limited Damage Waiver Program has certain conditions. Covered Damage does not include, and the Covered Guest remains liable for, the following: • Damages caused by Intentional Acts of a Covered Guest • Damages caused by gross negligence or willful and wanton conduct. • Any damage that the Covered Guest does not report to iTrip staff in writing by the time the Covered Guest checks out of the unit. • Damage from theft without a valid police report. • Damage caused by any pet or other animals brought onto the premises by any Guests, whether or not the property is "pet friendly". • Damage or loss of any property owned by or brought onto the premises by a Covered Guests or invitee of Covered Guest. • Property Damage resulting from any motorized vehicle or watercraft operated by a Covered Guest. • Damaged Caused by any forbidden items or property usage including but not limited to BBQ Grills, Candles, Cigarettes, etc.