Conditions for the Benefit of Buyer Sample Clauses

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 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 obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Buyer in writing on or prior to the Closing Date of each of the following conditions, all of which are for its exclusive benefit:

Conditions for the Benefit of Buyer. The obligation of Buyer to complete the purchase of the Purchased Shares is subject to the fulfillment of the conditions set forth in this Section 7.1 at or prior to the Closing Time, which conditions are for the exclusive benefit of the Buyer and any or all of which may be waived in whole or in part, by the Buyer in its sole discretion by notice given to the Sellers.

Conditions for the Benefit of Buyer. The obligations of Buyer to consummate the transactions provided for herein shall be subject to the satisfaction, on or before the Closing Date, or such earlier date as may be specified herein, of the following conditions, in addition to such other conditions as may be provided for in this Agreement: (1) Seller has made all of the deliveries required by SECTION 12.A. (2) The representations and warranties of Seller contained herein shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of and at the Closing Date with the same effect as if made at and as of such dates, except as provided or permitted hereunder, and Seller shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them, at or prior to the Closing Date. (3) All consents and/or approvals (including those of Buyer's board of directors and of its lenders) necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained. (4) No suit, action or other proceeding (including action under federal antitrust laws) to prohibit, delay or otherwise materially and adversely affect the consummation of this Agreement or to subject Buyer or Company to any liability resulting directly or indirectly from the transactions contemplated hereby shall have been instituted or threatened. (5) Buyer shall have received the opinion, dated as of the Closing Date, of Seller's Counsel, in form and substance reasonably satisfactory to Buyer's Counsel, to the effect that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. (b) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and is duly qualified to transact business in the States of Louisiana and South Carolina. (c) Each of Seller and Company has the requisite corporate power to carry on its business as it is now being conducted. (d) The Shares are validly authorized, issued, fully paid and nonassessable. (e) The instruments of transfer to be delivered by Seller to Buyer on the Closing Date are sufficient to transfer to Buyer all right, title and interest in and to the Shares. (f) Neither the execution and delivery of this Agreement or the other agreements contemplated herein nor Seller's performance in ...

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 obligations of Buyer to consummate the transactions provided for herein shall be subject to the satisfaction, on or before the Closing Date, or such earlier date as may be specified herein, of the following conditions, in addition to such other conditions as may be provided for in this Agreement: 7.1.1. Seller has made all of the deliveries required by Section 8.1. 7.1.2. Seller has transferred to the Company by special warranty deed, as a capital contribution, the fee simple title in and to the COI Meat Plant and executed and delivered mutually acceptable cross easements for ingress/egress and parking with respect to the property of Seller that is adjacent to the COI Meat Plant. 7.1.3. The representations and warranties of Seller contained herein shall have been true and correct in all material respects as of the date hereof and shall be true, and correct in all material respects as of and at the Closing Date with the same effect as if made at and as of such dates, except as provided or permitted hereunder, and Seller shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them, at or prior to the Closing Date. 7.1.4. All Consents necessary for the Buyer to consummate the transactions contemplated by this Agreement shall have been obtained. 7.1.5. No Action to prohibit, delay or otherwise materially and adversely affect the consummation of this Agreement or to subject Buyer to any liability resulting directly or indirectly from the transactions contemplated hereby shall have been instituted or threatened. 7.1.6. Buyer shall have received the opinion, dated as of the Closing Date, of Seller's Counsel, in substantially the form set forth on Exhibit C attached hereto. 7.1.7. Buyer shall have received financing sufficient to fund the Purchase Price. 7.1.8. Seller shall have entered into the Transition Services Agreement. 7.1.9. Seller has executed amendments to the Shoney's Distribution Agreement and the Captain D's Distribution Agreement in the forms attached hereto collectively as Exhibit D. 7.1.10. Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, certifying to the fulfillment of the foregoing conditions. Seller may, conditioned upon prior receipt of the written approval of Buyer, amend the Schedules attached hereto for the purpose of making immaterial corrections and clarifications thereon applicable to Selle...

Conditions for the Benefit of Buyer. The transfer of the Assets and payment of the Purchase Price in accordance with the terms of this Agreement are subject to the following terms and conditions to be fulfilled and/or performed, each of which is for the benefit of Buyer:

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.