Conditions of Seller’s Obligations. The obligations of Seller hereunder are subject to the fulfillment to the reasonable satisfaction of Seller prior to or at the Closing of each of the following conditions:
Conditions of Seller’s Obligations. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable Law) in writing by such Seller:
Conditions of Seller’s Obligations. The obligation of Seller to close the transaction contemplated by this Agreement is subject to the conditions that (i) all of the representations and warranties of Buyer contained in this Agreement are true and correct, in all material respects, at the Effective Date and as of the Closing Date, and (ii) all of the obligations and duties of Buyer to be performed hereunder on or before the Closing Date shall have been completed in a timely manner and performed in all material respects.
Conditions of Seller’s Obligations. Seller's obligation to consummate the transaction contemplated hereunder is conditioned upon the satisfaction (or written or deemed waiver by Seller) of each of the following conditions at or prior to the Closing:
(a) The representations and warranties and disclosures made by Purchaser in Section 11 shall be true and correct in all material respects when made and at the time of the Closing;
(b) Purchaser shall have discharged its material obligations under this Agreement;
(c) Purchaser shall have delivered to the Title Company for the benefit of Seller all documents and deliveries required to be so delivered pursuant to Section 3.4; and
(d) At Purchaser's expense (including, without limitation, any application, transfer, termination or other fees chargeable), Purchaser shall have caused the Existing Franchise Agreement to be terminated and Seller, its affiliates and any guarantor to be released from all obligations arising or accruing under the Existing Franchise Agreement from and after Closing. Purchaser covenants that it will take such actions as may be required to satisfy the foregoing condition. If any of the conditions set forth in this Section 1313 are not satisfied as of the Scheduled Closing Date (as same may be extended pursuant to Section 3.1 of this Agreement), other than as a result of Seller's or any of its affiliate's own actions or failure to act or a breach of Seller's obligations under this Agreement, then Seller shall have the right to (a) terminate this Agreement, in which event the Deposit shall be delivered to Seller and all other rights and obligations of Seller and Purchaser under this Agreement (except those set forth in this Agreement that expressly survive a termination of this Agreement) shall terminate immediately, or (b) waive such condition(s) and proceed to Closing.
Conditions of Seller’s Obligations. The obligations of Seller hereunder are subject to Seller not having discovered any material error, misstatement or omission in any representations or warranties made herein, and all of the terms and conditions in this agreement to be complied with and performed by Buyer on or before the closing date shall have been complied with and performed.
Conditions of Seller’s Obligations. Seller's obligations to close are subject to all of the following conditions, any of which may be waived in writing by Seller.
Conditions of Seller’s Obligations. The Closing and Seller’s obligations under this Agreement to sell the Property shall be subject to the satisfaction, prior to the times prescribed herein, of the following conditions, with Seller to retain the right to waive in writing, in whole or in part, any of the following conditions at or prior to the time prescribed herein for approval or disapproval by Seller:
Conditions of Seller’s Obligations. The obligations of the Seller under this Agreement shall be subject to the satisfaction, on the Closing Date of the following conditions:
(a) Each of the obligations of the Purchaser required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date.
(b) The Seller shall have received an executed receipt acknowledging delivery of the Mortgage Loans and the Mortgage Loan Schedule to the Indenture Trustee.
(c) The Purchaser shall have furnished the Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Seller may reasonably request.
Conditions of Seller’s Obligations. The Sellers’ obligation to sell the Membership Interests to the Purchaser on the Closing Date is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by either Seller:
Conditions of Seller’s Obligations. The obligations of Seller under this Agreement contingent on the satisfaction of the following conditions on or before the Closing (any one of which may be waived in whole or in part by Seller within each condition’s time period):
(a) At Closing, all of the representations and warranties by Buyer set forth in this Agreement shall be true and correct in all material respects as though such representations and warranties were made at and as of Closing.
(b) Buyer shall have materially performed and complied with all covenants and agreements contained herein which are to be performed and complied with by Buyer at or prior to the Closing. Unless all of the foregoing conditions contained in this Section 11 are satisfied and completed prior to or at Closing, Seller, at its election (in its sole discretion), may, either: (i) extend the date for Closing until such conditions are satisfied, provided that such Closing may not be extended by more than thirty (30) calendar days without the written agreement of the Buyer, or (ii) terminate this Agreement and have the Deposit released to Seller together with accrued interest; or (iii) waive in writing the satisfaction of any such condition or conditions, in which event this Agreement shall be read as if such condition or conditions no longer existed.
