Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following:
(a) The Title Company's issuing or committing to issue the Title Policy insuring that fee simple title to the Property is vested in Buyer as required in Article 6 hereof;
(b) The completeness, truth and accuracy in all material respects and to the best of Xxxxx Xxxxxx'x knowledge of the Rent Roll, and any certifications, schedules, covenants and statements prepared and executed by Seller as part of the Pre-Closing Deliveries, the completeness in all material respects and to the best of Seller's knowledge of the Space Leases delivered by Seller as part of the Pre-Closing Deliveries, the completeness, truth and accuracy in all material respects and to the best of Seller's knowledge as of Closing, of the representations and warranties of Seller contained in Section 10 hereof, and the performance by Seller, to the extent possible by the date of Closing, of the covenants contained in Section 10 hereof. It shall be a condition to Buyer's obligation to close with respect to the Property that, at the Closing, Seller shall deliver to Buyer a Certificate that shall confirm, to the best of Seller's knowledge, the truth and accuracy in all material respects, as of Closing, of Seller's representations contained in this Agreement, and the representations contained in such certificate, as well as any continuing obligations of Seller hereunder, shall survive the Closing for a period of twelve (12) months; and
(c) That as of the date of closing: (i) neither Seller, as landlord under the Space Leases, nor any tenant thereunder, shall be in material default under the terms of any Space Lease and (ii) and eighty-five percent (85%) of the Property gross leasable area being leased to tenants with the Tenant Conditions satisfied. [SEE SIGNATURE BLOCKS ON NEXT PAGE]
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transaction contemplated hereby on the Closing Date is subject to the satisfaction of each of the following conditions at or prior to the Closing:
Conditions Precedent to Buyer’s Obligation. Buyer’s obligation to perform under this Agreement is subject to and contingent upon the following described matters. In the event such conditions are not satisfied, Buyer may terminate this Agreement by written notice to Seller prior to Closing, and upon any such termination the Xxxxxxx Money shall immediately be returned to Buyer and this Agreement shall be null and void, except for the provisions hereof that expressly survive the termination of this Agreement.
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have negotiated and closed a new contract (or a series of related contracts) for the design, construction, and monitoring of an encrypted wireless network with a financial institution at a cumulative contract value of not less than $450,000 and has received an initial down payment of not less than $200,000 under such contract(s). Seller, Xxxx Xxxxxx Xxxxx, and Xxx Xxxxxxxx shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to (i) encrypted wireless networks and (ii) broadband wireless networks. Seller shall also furnish to Buyer documentation of all assets within Subject Assets acquired from Netzah Inc. and MoneyVue Financial, Inc., Seller will furnish to Buyer a complete listing of such transferred assets in the form of Exhibit 3, in form and substance satisfactory to Buyer. Buyer shall have received from Seller all of the following: A xxxx of sale including a complete listing of assets in the form of Exhibit 1, in form and substance satisfactory to Buyer, duly executed by Seller (collectively, the "Xxxx of Sale"), conveying to Buyer the Subject Assets free and clear of all pledges, security interests,...
Conditions Precedent to Buyer’s Obligation. The obligations of the Buyer to close under this Agreement shall be expressly subject to satisfaction of each of the following conditions precedent:
Conditions Precedent to Buyer’s Obligation. Xxxxx’s obligation to perform under this Agreement is subject to and contingent upon the satisfaction of each and every one of the following conditions. In the event that any of the below conditions is not satisfied at or prior to the date of Closing, Buyer may terminate this Agreement, which termination shall be a Permitted Termination as provided in this Agreement. Unless specifically stated otherwise, conditions to obligations hereunder are for the benefit of Xxxxx and may be waived in writing by Xxxxx.
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have delivered audited financial statements from an accounting firm acceptable to Buyer at Closing that includes financial years 2005, 2006 and the applicable year-to-date results for 2007.
Conditions Precedent to Buyer’s Obligation. Buyer's obligation to consummate the transaction contemplated by this Agreement shall be contingent upon the following conditions precedent:
Conditions Precedent to Buyer’s Obligation. TO CLOSE
