Conditions of Seller’s Obligation to Close Sample Clauses

Conditions of Seller’s Obligation to Close. The obligation of Seller to close under this Agreement is subject to the following conditions, any of which may be waived by Seller, in writing, at or prior to the Closing:
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Conditions of Seller’s Obligation to Close. Seller's obligation to consummate the Asset Purchase is subject to the satisfaction on or prior to the Closing Date, or waiver by Seller, of all of the following conditions:
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Conditions of Seller’s Obligation to Close. The obligation of SELLER to close hereunder is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed below, provided, however, that SELLER at its election, evidenced by notice delivered to PURCHASER prior to or at the Closing, may waive any or all of the following conditions: 4.4.1 All representations, warranties, acknowledgments and covenants made by PURCHASER in this Agreement shall be true and correct in all material respects at the date of Closing; and 4.4.2 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 rehabilitation, conversion or use of the Subject Property in accordance with this Agreement.
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Conditions of Seller’s Obligation to Close. The obligations of Seller under this Agreement are subject to the condition that all representations and warranties of Buyer contained in this Agreement shall be true as of the Closing Date with the same force and effect as if made as of such date, and Buyer shall have performed and satisfied all covenants and conditions of this Agreement to be performed or satisfied by Buyer at or prior to the Closing Date.
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Conditions of Seller’s Obligation to Close. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to Closing of all the following conditions: (A) Each of the representations and warranties of Buyer and Tristream made in this Agreement (other than those in Sections 10(a) and 10(c)), will be true and correct as of the date of this Agreement (except to the extent such representations and warranties speak to an earlier date, in which case, as of such earlier date) and as of the Closing (as if made anew at and as of the Closing, except to the extent such representations speak to an earlier date, in which case, as of such earlier date), with only such failures to be so true and correct as have not had, and could not reasonably be expected to have, a Material Adverse Effect on Buyer, (B) each of the representations and warranties of Buyer and Tristream made in Sections 10(a) and 10(c) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing (as if made anew at and as of the Closing), and (C) Buyer and Tristream shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyer or Tristream on or before the Closing (provided that for purposes of determining whether the condition set forth in clause (C) of this sentence has been satisfied, all “Material Adverse Effect” and other materiality qualifiers contained in such covenants and agreements shall be disregarded); and (ii) Buyer shall not have exercised any right it may have hereunder to terminate this Agreement; (iii) any waiting periods (or any extension thereof) applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated (“HSR Approval”); (iv) no injunction or other order shall have been issued by a court of competent jurisdiction preventing the consummation of the transactions contemplated hereby; (v) Buyer and Tristream shall have each delivered to Seller a certificate to the effect that the respective conditions specified in Section 4(e)(i) have been satisfied in all respects; and (vi) Seller shall have received from Buyer and Tristream all agreements, instruments and documents that are required by the terms of this Agreement to be executed or delivered to Seller, prior to or in connection with the Closi...
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Conditions of Seller’s Obligation to Close. Section 9.1 Representations, Warranties and Covenants of Buyer ..........................................
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Conditions of Seller’s Obligation to Close. At or before the Closing, Sellers (or, with respect to the Letter of Credit-Sun, the Escrow Agent) shall have received: (a) the Escrow from Escrow Agent; (b) the Post-Closing Escrow Agreement, duly executed by Purchaser and Escrow Agent, and the Letter of Credit-Sun; (c) the Assignment and Assumption, duly executed by Purchaser; (d) the Lease Assignments, if applicable, duly executed by Purchaser; (e) a certificate signed by an authorized officer of Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 10.2(a)-(b) have been satisfied; and (f) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Sellers, as may be necessary to convey the Purchased Assets to Purchaser.
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Conditions of Seller’s Obligation to Close. The obligations of Seller to sell the Business Assets under this Agreement are contingent upon the satisfaction, performance or waiver on or before the Closing of all the conditions set forth in this Section 7. Seller may waive any or all of these conditions in whole or in part without prior notice.
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Conditions of Seller’s Obligation to Close. The transfer of title to the Shares to Buyer and the consummation of all other transactions contemplated herein shall be subject to the payment of the First Installment by Buyer to Sellers' account or the written waiver thereof by Sellers.
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Related to Conditions of Seller’s Obligation to Close

  • Conditions to Seller’s Obligations Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:

  • Seller’s Obligations 1.1 On Closing, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents: 1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser; 1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares; 1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company: (i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer; (ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and (iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers; 1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares; 1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date; 1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company; 1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company; 1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons in charge of such documents and their contact details, as the Purchaser shall elect;

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • Seller’s Obligations at Closing At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

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