Conditions of Purchaser’s Obligation to Close. The obligation of Purchaser to purchase the Shares from the Company on any Closing Date is conditioned upon the following:
Conditions of Purchaser’s Obligation to Close. The obligation of the Purchaser to close under this Agreement is subject to the satisfaction of the following conditions, any of which may be waived by the Purchaser in writing at or prior to the Closing:
Conditions of Purchaser’s Obligation to Close. The obligation of PURCHASER to close hereunder is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed below (“Conditions to Close”), provided, however, that PURCHASER at its election, evidenced by notice delivered to SELLER prior to or at the Closing, may waive any or all of the following conditions:
4.3.1 All representations, warranties, acknowledgments and covenants made by SELLER in this Agreement shall be true and correct in all material respects at the date of Closing;
4.3.2 No laws, statutes, ordinances, governmental orders, regulations, rules or requirements shall have been enacted, adopted, issued or otherwise promulgated, and/or shall be in force, that would prevent or materially interfere with the demolition, construction, conversion or use of the Subject Property in accordance with this Agreement; and
4.3.3 SELLER be able to convey fee title to the Subject Property to PURCHASER pursuant to this Agreement, subject only to the Permitted Exceptions. If at any time during the term of this Agreement, PURCHASER determines, in its reasonable discretion, that any of Conditions to Close cannot be reasonably satisfied, PURCHASER shall promptly notify SELLER. SELLER shall have the right, but not the obligation, to cure or remedy such exception or objection to SELLER’S Conditions to Close and shall be entitled to reasonable adjournments of closing of title from time to time, not to exceed, in the aggregate, sixty (60) days to cure such exception or objection. In the event SELLER fails to cure within sixty (60) days from receipt of PURCHASER’S notice, this Agreement shall be null and void, the Deposit shall be promptly refunded to PURCHASER, and neither party shall have any further rights or obligations under this Agreement, except for those that expressly survive termination.
Conditions of Purchaser’s Obligation to Close. At or before the Closing, Purchaser shall have received:
(a) the Xxxx of Sale, duly executed by Sellers;
(b) the Assignment and Assumption, duly executed by Sellers;
(c) a Lease Assignment, duly executed by the applicable Seller that holds the leasehold interest as tenant in each such Facility;
(d) a certificate or certificates representing all of the outstanding Equity Interests in each of the Purchased Subsidiaries for which Purchaser has not made an Opt Out Election or a Subsidiary Asset Election, together with instruments of transfer necessary to transfer to Purchaser all of the Equity Interests in each such Purchased Subsidiary, free and clear of all Claims and Encumbrances, and the corporate seals, minute books, stock records and other corporate books and records for each such Purchased Subsidiary;
(e) with respect to each of the Purchased Subsidiaries for which Purchaser has made a Subsidiary Asset Election, (i) a Xxxx of Sale, (ii) an Assignment and Assumption, and (iii) a Lease Assignment if such Purchased Subsidiary is party to a lease with respect to a Facility, each duly executed by such Purchased Subsidiary; and with respect to each such Purchased Subsidiary, a copy of a termination agreement, effective on or before the Closing Date, between such Purchased Subsidiary and the Sellers pursuant to which termination agreement the agency agreement between such Purchased Subsidiary and any Seller (or any similar agreement between or among such parties) is terminated and of no further force and effect;
(f) to the extent that Company Technology is a Purchased Asset, duly executed assignments of (i) any patents, patent applications, registered trademarks and applications for trademark registration owned by any Seller that are included in such Company Technology, in forms suitable for recording in the United States Patent and Trademark Office, (ii) any copyright registrations and applications for copyright registration owned by any Seller that are included in such Company Technology, in forms suitable for recording in the United States Copyright Office, and (iii) any domain name registrations and applications for domain name registration owned by any Seller that are included in such Company Technology, in forms suitable for transfer of such domain names;
(g) an employment agreement, in form and substance reasonably satisfactory to Purchaser, duly executed and delivered by (i) each of the Persons set forth in Part I of Exhibit E hereto and (ii) not less ...
Conditions of Purchaser’s Obligation to Close. The obligation of Purchaser to consummate the conveyance of the Property hereunder is subject to the satisfaction of each of the following conditions precedent (any of which may be waived in whole or in part by the Purchaser at or prior to the Closing):
(1) The representations and warranties of Seller contained in this Agreement shall be true, complete and accurate, and all covenants and other agreements of Seller shall have been performed or observed, on and as of the date hereof and the Closing Date as if the same were made on and as of such date.
(2) The Title Company shall be irrevocably committed to insure Purchaser on the Closing Date as the fee owner of the Property in the amount of the Purchase Price by issuance of an ALTA owner’s title insurance policy (the “Title Policy”) and in the standard form issued by the Title Company in the State of Maryland, subject only to the Permitted Exceptions.
