Conditions Generally. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Governmental Requirements, such funding shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Lenders specifically waive each item in writing.
Conditions Generally. The foregoing conditions are for the benefit only of the party for whom they are specified to be conditions precedent and such party may, in its sole discretion, waive any or all of such conditions and close title under this Agreement without any increase in, abatement of or credit against the Purchase Price.
Conditions Generally. For purposes of this Agreement, there shall be conditions which must be satisfied or waived prior to the Closing. PGE’s obligation to cause the Closing to occur is subject to the satisfaction, or waiver in writing by PGE, of each of the PGE Conditions Precedent, and Seller’s obligation to cause the Closing to occur is subject to the satisfaction or waiver in writing by Seller, of each of the Seller Conditions Precedent, in each case within the applicable time periods herein. Seller and PGE expressly acknowledge and agree that each of the
(a) PGE Conditions Precedent are for the sole benefit of and may only be waived by PGE in writing, and (b) Seller Conditions Precedent are for the sole benefit of and may only be waived by Seller in writing.
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Conditions Generally. If any of the foregoing conditions are -------------------- not fulfilled at the time set forth herein for Closing, Purchaser may only, at Purchaser's option, either:
(a) Waive the unfulfilled condition or conditions and consummate Closing hereunder; or
(b) Terminate this Agreement pursuant to Article XII hereof. It is agreed that if Purchaser is informed in writing by the Stockholders or the Company at or before the time of Closing of any breach or non-fulfillment of any warranty, representation or covenant by the Stockholders or the Company or non-fulfillment of any condition, and Purchaser does not elect to terminate this Agreement and proceeds to consummate Closing hereunder, then Purchaser shall be deemed to have waived its rights with respect to the applicable warranty, representation, covenant or condition.
Conditions Generally. In the event that either of the parties hereto (a “Waiving Party”) waives a condition precedent to its performance hereunder, or otherwise elects to proceed with the Closing despite the fact that one or more conditions precedent to its performance have not been satisfied, such action by the Waiving Party shall in no way be deemed a waiver of any payment, indemnification or other rights of the Waiving Party with respect to such condition, and the Waiving Party shall be entitled, following the Closing, to pursue any and all available remedies at law or equity with respect thereto; provided, however, if the Waiving Party had actual knowledge of such condition when the condition was waived, then the Waiving Party shall not be entitled to pursue any remedies at law or equity with respect thereto.
Conditions Generally. (a) The conditions Section 5.1 and Section 5.2 are for the benefit only of the Sellers and the Buyer, respectively, and such party may, in its sole discretion, waive any or all of such conditions in writing and close title under this Agreement without any increase in, abatement of or credit against the Purchase Price and in which case, notwithstanding the nonsatisfaction of such condition, there shall be no liability on the part of the other party for breaches of representations and warranties of which the party electing to close had knowledge as of the Closing as a result of a Representation Update.
(b) The Sellers shall have the right to terminate this Agreement by written notice to the Buyer in the event any of the conditions set forth in Section 5.1 are not satisfied as of the Closing Date.
(c) The Buyer shall have the right to terminate this Agreement by written notice to Sellers in the event any of the conditions set forth in Section 5.2 are not satisfied as of the Closing Date.
(d) If this Agreement is terminated by (1) the Buyer due to the failure of any of the conditions set forth in Section 5.2 (except to the extent there exists a Seller Event of Default, in which case Section 13.2 shall govern) or (2) by the Sellers due to the failure of any of the conditions set forth in Section 5.1 (except to the extent there exists a Buyer Event of Default, in which case Section 13.1 shall govern), then the Cash Deposit shall be promptly (but in no event more than five (5) Business Days after such termination) returned to the Buyer, the Guaranty shall automatically terminate and the parties shall have no further obligations one to the other, except to the extent the same expressly survive such termination. In addition to terminating this Agreement and the Guaranty and receiving the Cash Deposit, if this Agreement is terminated as a result of Section 5.2(a) or 5.2(b), then the Buyer can seek reimbursement of its reasonable actual out-of-pocket expenses incurred in conducting due diligence activities and pursuing the transactions contemplated hereunder (including any payments or reimbursements made by Buyer hereunder and costs incurred in connection with the pursuit of new financing and the Loan Assumptions) (not to exceed the Buyer Expense Reimbursement Cap) from Sellers and DDR, such reimbursement to be paid by Sellers and DDR in proportion to the Losses for which the Buyer terminated (such proportion to be determined in accordance with the Losses attributed ...
Conditions Generally. The party responsible for fulfillment of a condition will exercise reasonable efforts to fulfill the condition.
Conditions Generally. The foregoing conditions are for the benefit only of the party for whom they are specified to be conditions precedent and such party may, in its sole discretion, waive any or all of such conditions and proceed with the Closing under this Agreement without any increase in, abatement of or credit against the Purchase Price; provided, however, that the parties acknowledge and agree that the foregoing conditions may not be waived as to one Facility without being waived as to all Facilities, it being understood and agreed that Seller shall be required to sell, and Purchaser shall be required to purchase, all or none of the Facilities at Closing and that Seller shall not have the right to sell, and Purchaser shall not have the right to purchase, only one of the Facilities at Closing.
Conditions Generally. For purposes of this Agreement, there will be conditions which must be satisfied or waived prior to the Closing. Buyer’s obligation to cause the Closing to occur is subject to the satisfaction, or waiver in writing by Buyer, of each of the Buyer Conditions Precedent, and Seller’s obligation to cause the Closing to occur is subject to the satisfaction or waiver in writing by Seller, of each of the Seller Conditions Precedent, in each case within the applicable time periods in this Agreement. Seller and Buyer expressly acknowledge and agree that each of the (i) conditions in the Buyer Conditions Precedent are for the sole benefit of and may only be waived by Buyer in writing, and (ii) conditions in the Seller Conditions Precedent are for the sole benefit of and may only be waived by Seller in writing.
