Conditions for the Benefit of Seller. The obligation of Seller 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 Buyer made herein shall remain true and correct; and
2. Buyer shall have performed all covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior to Closing.
Conditions for the Benefit of Seller. Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell and assign the Assigned Rights and Obligations shall be subject to and contingent upon the satisfaction (or waiver by Seller) of the following conditions precedent prior to or on the Closing Date:
(a) Payment of the Purchase Price, plus sufficient funds to pay Buyer’s share of all escrow costs, prorations and closing expenses as set forth in Sections 6.5 and 6.6 below, to Seller at the Closing.
(b) All Closing Documents necessary to consummate the transaction as contemplated in this Agreement shall have been executed and delivered by Buyer as required by this Agreement.
(c) Neither Buyer nor Seller shall have terminated the Agreement pursuant to the terms of this Agreement.
(d) Each and every representation and warranty of Buyer contained in this Agreement shall be true and correct as and when made and as of the Closing Date in all material respects.
Conditions for the Benefit of Seller. The obligations of Seller to consummate the transactions provided for herein shall be subject to the satisfaction, or before the Closing Date, of the following conditions, in addition to such other conditions as may be provided for in this Agreement:
(1) RTM and a Buyer designated by RTM have made all of the deliveries required by SECTION 13.B.
(2) The representations and warranties of RTM contained herein shall have been true and correct in all material respects as of the date hereof and (as to both RTM and any Buyer designated by RTM) shall be true and correct at and as of the Closing Date and the Effective Date with the same effect as if made on and as of such dates, except as otherwise provided or permitted hereunder, and RTM and a Buyer designated by RTM 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 it, at or prior to the Closing Date.
(3) All consents and/or approvals (including those of Seller's board of directors and lenders) necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained.
(4) Consents to the Lease Assignments from the lessors that are required under the Leases shall have been obtained.
(5) 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 Seller to any liability resulting directly or indirectly from the transactions contemplated hereby shall have been instituted or threatened.
(6) Seller shall have received an opinion, dated as of the Closing Date from RTM's Counsel, in form and substance reasonably satisfactory to Buyer's Counsel and Seller's Counsel (which, notwithstanding anything hereinafter to the contrary, shall not require any opinion with respect to the Investor) to the effect that:
(a) RTM is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and each state in which any of the Purchased Assets to be purchased by RTM are located. Each Buyer designated by RTM is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and each state in which any of the Purchased Assets to be purchased by such Buyer are located.
Conditions for the Benefit of Seller. The purchase and sale of the Purchased Shares are subject to the following conditions to be fulfilled or performed at or before the Closing Date, which conditions are for the exclusive benefit of Seller and may only be waived, in whole or in part, by Seller in writing in its sole discretion:
Conditions for the Benefit of Seller. The obligation of Seller to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of each of the following conditions precedent:
6.3.1 Receipt by Seller of all requisite approvals including, but not limited to, the approval of servicers to Seller or to Seller’s sole member, (including, without limitation, the necessary committee approvals of CWCapital), trustee approval and all other approvals that may be required pursuant to any documents which govern Seller; Seller shall provide written notice to Purchaser of satisfaction of this condition precedent designating the “Approval Date”; and
6.3.2 Receipt by Seller of any and all required consents to the transfer of any Assumed Contract, permit and/or Lease to be assigned to Purchaser at Closing.
Conditions for the Benefit of Seller. In addition to any other obligations contained in this Agreement, the following shall constitute conditions to Seller's obligation to sell the Property to Buyer and shall be for the benefit of Seller, the failure of any of which shall allow Seller to terminate this Agreement:
Conditions for the Benefit of Seller. The foregoing conditions are for the sole benefit of Seller. If any of the foregoing conditions described in this Article 5 is not satisfied for any reason whatsoever, Seller 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 Seller. The obligation of Seller to complete the transactions contemplated by this Agreement are subject to the following conditions being fulfilled or performed at or before Closing:
Conditions for the Benefit of Seller. (1) Buyer's performance and compliance with all covenants, agreements, conditions, terms and provisions required by this Agreement to be performed or complied with by Buyer prior to the Closing.
(2) The accuracy and completeness of all representations and warranties made by Buyer pursuant to Section 5 (Representations, Warranties and ------------------------------- Agreement of Buyer) hereof. --------------------
Conditions for the Benefit of Seller. The foregoing conditions are for the sole benefit of Seller. If any of the foregoing conditions described in this Article 6 is not satisfied for any reason whatsoever, Seller 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, and (in the event Buyer is in default hereunder by reason of such failure of condition) retain the Deposit as liquidated damages pursuant to Section 2.3.2 hereof.