Conditions for the Benefit of Buyer. The obligation of Buyer to consummate the transaction contemplated herein is conditioned upon the satisfaction of the following conditions precedent as of the Closing Date:
1. All representations and warranties of Seller made herein shall remain true and correct;
2. Seller shall have performed all covenants undertaken by Seller in this Agreement to be performed by Seller at or prior to Closing;
3. There shall have been no material adverse change in the physical or economic condition of Property, except as may otherwise be expressly provided for under this Agreement;
4. The Title Company shall issue to Buyer (and Buyer’s lender, as applicable) a title insurance policy (or a marked binder therefor) with all standard exceptions deleted and subject only to the Permitted Exceptions; and
5. All utilities necessary to serve the Property for its use as a mobile home park shall exist and be available within public rights-of-way (or via private easements) and no governmental moratorium or service restriction shall exist that would prevent Buyer from using the Property as a mobile home park.
Conditions for the Benefit of Buyer. The foregoing conditions are for the sole benefit of Buyer. If any of the foregoing conditions described in this Article 4 is not satisfied for any reason whatsoever, Buyer shall have the right at its sole election either to waive such condition and proceed with the transactions contemplated hereby, or, in the alternative, to terminate this Agreement, in which event Buyer shall be entitled to a return of the Deposit, together with all interest earned thereon, and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which, pursuant to the terms of this Agreement, survive such termination).
Conditions for the Benefit of Buyer. In addition to any other obligations contained in this Agreement, the following shall constitute conditions to Buyer's obligation to purchase the Property from Seller and are for the benefit of Buyer, the failure of any of which shall allow Buyer to terminate this Agreement.
Conditions for the Benefit of Buyer. The obligations of Buyer to effect the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyer), at or prior to the Closing, of each of the following conditions:
Conditions for the Benefit of Buyer. The obligation of Buyer to consummate the transaction contemplated herein is conditioned upon the satisfaction of the following conditions precedent as of the Closing Date:
1. All representations and warranties of Seller made herein shall remain true and correct in all material respects;
2. Seller shall have materially performed all covenants undertaken by Seller in this Agreement to be performed by Seller at or prior to Closing;
3. There shall have been no material adverse change in the physical condition of Property, except as may otherwise be expressly provided for under this Agreement; and
4. The Title Company shall issue to Buyer (and Buyer’s lender, as applicable) a title insurance policy (or a marked binder therefor) with all standard exceptions deleted (provided that, however, Buyer’s failure to obtain a survey to remove standard exception shall not be a grounds for delay or condition for Closing) and subject only to the Permitted Exceptions.
Conditions for the Benefit of Buyer. The obligations of Buyer to complete the purchase of the Membership Units is conditional on the satisfaction of all of the following conditions, each of which is for the benefit of Buyer and may only be waived by Buyer in writing:
(a) the representations and warranties made by Sellers in Article 3 shall be true and correct in all respects without regard to any materiality or the Material Adverse Effect qualifications contained in them, except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse Effect, in each case, as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak to an earlier date, then as of such date, or except as affected by the Transactions contemplated or permitted by the Transaction Documents), and each Seller shall have provided to Buyer a certificate dated the Closing Date executed by a senior officer to the foregoing effect;
(b) each Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by the Transaction Documents to which it is a party to be performed or complied with by each such Seller prior to or on the Closing Date, including completion of the Contribution and Conversion, and each such Seller shall have delivered to Buyer a certificate dated the Closing Date executed by a senior officer to the foregoing effect with respect to such Seller’s agreements, covenants and conditions;
(c) since the Execution Date, no Material Adverse Effect shall have occurred; and
(d) the Administrative Agent shall have delivered to Buyer each other document, certificate, deed and instrument set forth in Sections 2.4(a)(i) through (vii) inclusive.
Conditions for the Benefit of Buyer. In addition to any other conditions to Buyer's obligations contained in Schedule 3, the following shall constitute conditions to Buyer's obligation to purchase the Property from Seller and are for the benefit of Buyer, the failure of any of which shall allow Buyer to terminate this Agreement:
Conditions for the Benefit of Buyer. The Close of Escrow and Buyer's obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or waiver of each of the conditions set forth in this Paragraph 7 which are conditions precedent solely for Buyer's benefit or this Agreement shall terminate, and to the extent any of such conditions are not within the control of Buyer, the Deposit shall be returned to Buyer, and neither party shall have any rights or obligations under this Agreement except those that expressly survive the termination of this Agreement.
Conditions for the Benefit of Buyer. Including Due Diligence. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to purchase and assume the Assigned Rights and Obligations shall be subject to and contingent upon the satisfaction (or waiver by Buyer) of each of the following conditions precedent, prior to or on the Closing Date:
(a) All Closing Documents necessary to consummate the transactions contemplated in this Agreement shall have been executed and delivered by Seller as required by this Agreement.
(b) There shall not have been any material damage or destruction to the Collateral from the condition of the Collateral as it existed upon the effective date of this Agreement.
(c) Neither Buyer nor Seller shall have terminated this Agreement pursuant to the terms of this Agreement.
(d) Each and every representation and warranty of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
Conditions for the Benefit of Buyer. The purchase and sale of the Purchased Assets is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of Buyer and may be waived, in whole or in part, by Buyer in its sole discretion:
