Conditions of Purchaser’s Obligations. Purchaser’s obligations to consummate the transactions contemplated by this Agreement are conditioned upon the satisfaction (or written or deemed waiver by Purchaser) of each of the following conditions:
(a) The representations and warranties and disclosures made by Seller in Section 6 shall be true and correct in all material respects when made and at the time of the Closing, subject to changes occurring in accordance with this Agreement disclosed in the bring down certificate;
(b) Seller shall have discharged its material obligations under this Agreement, and all the sellers under each of the Affiliate Agreements shall have discharged their material obligations under the Affiliate Agreements;
(c) Seller shall have delivered to the Title Company for the benefit of Purchaser all documents and deliveries required to be so delivered pursuant to Section 3.2;
(d) Seller shall have terminated the Management Agreement at Seller’s sole cost and expense;
(e) If applicable, to the extent Purchaser has not received the New Liquor Permits and has otherwise complied with Section 5.12, Seller or Licensee, as applicable, shall have entered into and executed the Interim Beverage Agreement;
(f) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement as to which the closing is not occurring as a result of a default of Purchaser thereunder. However, if the closing under the Affiliate Agreement for the Home2 Suites Hotel, Southaven, Mississippi (the “Southaven Affiliate Agreement”) is delayed to allow additional time to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreement;
(g) Purchaser or its operating lessee and Franchisor shall have executed and delivered the New Franchise Agreement, on terms (including respecting any PIP required by the Franchisor) acceptable to Purchaser in its sole and absolute discretion;
(h) Title Company shall have committed to issue the Title Insurance Policy for the Property, subject to the payment by Purchaser of any fees and expenses respecting the Title Insurance Policy required to be paid by Purchaser under Section 3.5; and
(i) If pursuant to Section 5.13, Purchaser or its operating lessee has elected to enter into the Interim Hotel Management Agreement with Manager, Manager shall have duly executed and delivered the I...
Conditions of Purchaser’s Obligations. The obligations of Purchaser hereunder are subject to the fulfillment to the reasonable satisfaction of the Purchaser, prior to or at the Closing, of each of the following conditions:
Conditions of Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Purchaser, shall be contemplated by the Commission.
(b) The Purchaser shall not have advised the Company that the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.
(c) Except as set forth in the Registration Statement or as contemplated or required by any document contained or incorporated by reference therein , subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock, or any material change in the short-term or long-term debt of the Company, or any issuance of options (other than options granted pursuant to the Company's Stock Option Plans), warrants, convertible securities or other rights to purchase the capital stock of the Company or any material adverse change or any development involving a prospective material adverse change (whether or not arising in the ordinary course of business), in the general affairs, condition (financial or otherwise), business, key personnel, property, net worth or results of operations of the Company, that, in your judgment, makes it impractical or inadvisable to offer or deliver the Firm Shares on the terms and in the manner contemplated in the Prospectus.
(d) You shall have re...
Conditions of Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated at the Closing is subject to the satisfaction on or before the date of the Closing of the following conditions, all or any of which may be waived in writing by Purchaser:
Conditions of Purchaser’s Obligations. The Purchaser's obligation to purchase the Shares is subject to the fulfillment, before or at the Closing, of all of the following conditions:
Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase the Shares on the Closing Date as provided herein is subject to the following conditions:
Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase the Securities on the Closing Date as provided herein is subject to the performance by the Company and the Guarantors of their respective covenants and other obligations under Sections 1(a) and 4(g) hereof and to the following additional conditions:
Conditions of Purchaser’s Obligations. The obligations of the Purchasers on the Closing Date are subject to the accuracy of the representations and warranties of the Offerors contained in Section 1 hereof or in certificates of any Administrator of the Trust or any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Offerors of their obligations hereunder, and to the following further conditions:
Conditions of Purchaser’s Obligations. The Purchaser's obligation to purchase and pay for the Debenture is subject to the satisfaction or waiver, prior to or at the Closing, of each of the following conditions:
(a) On the Closing Date, the Purchaser shall have received the opinion, dated as of such Closing Date and addressed to the Purchaser, of Xxxxx & Xxxxxx, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Purchaser.
(b) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.
(c) The sale of the Debenture hereunder shall not be enjoined (temporarily or permanently) on the Closing Date.
(d) Subsequent to the date of the most recent financial statements in the Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.
(e) The Purchaser shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chairman of the Board, President or any Vice President and the Chief Financial Officer, to the effect that:
(i) The representations and warranties of the Company contained in this Agr...
Conditions of Purchaser’s Obligations. The obligations of the Purchasers hereunder shall be subject to the following additional conditions:
