Conditions Precedent to Buyer’s Obligations to Close. Buyer's obligations to consummate the Contemplated Transactions and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer in whole or in part):
Conditions Precedent to Buyer’s Obligations to Close. 10.1 Buyer's obligations hereunder, including the obligation to purchase and pay for the Property, are subject to the satisfaction of the following conditions, any of which may be waived by Buyer, in writing signed by Buyer:
(a) The representations and warranties made by Seller in this Agreement being true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date;
(b) Seller having performed in all material respects all covenants and obligations required by this Agreement to be performed by Seller on or prior to the Closing Date;
(c) Buyer receiving, at Closing, an ALTA Seller's Extended Coverage Policy of Title Insurance insuring good, clear, record, marketable and fee simple title to the Property subject only to the Permitted Exceptions;
(d) Seller delivering possession of the Property free and clear of all tenants, other than the United States General Services Administration/Food and Drug Administration; and
(e) Between the expiration of the Inspection Period and the Closing Date, there shall have occurred no material adverse change in the environmental conditions of the Property or to the physical condition of the Property, reasonable wear and tear excepted; provided, however, that the parties acknowledge and agree that certain adverse changes to the physical condition of the Property will be governed by Section 12 below and with respect to those changes, Section 12 will determine whether or not they are grounds for termination of this Agreement.
(f) The Property shall be subject to the Lease with the Tenant with terms ending not earlier than June 21, 2012 (Building I) and September 16, 2012 (Building II) and with no right of early termination claim, which Lease shall be in effect with rents and other charges being paid by Tenant without reservation.
(g) Approval of the acquisition by the Board of Directors of Buyer, such approval and notice thereof to be forthcoming in written form prior to the end of the Initial Inspection Period. Should the Board of Directors of Buyer not approve the acquisition prior to the end of the Initial Inspection Period, Buyer shall have the right to terminate without penalty or liability to Seller and the Deposit together with interest accrued thereon, if any, shall be returned to Buyer. If Buyer fails to terminate the Agreement prior to conclusion of the Initial Inspection Period, Buyer shall be deemed...
Conditions Precedent to Buyer’s Obligations to Close. The obligations of Buyer to purchase the Property and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the conditions precedent set forth in this Article (provided that Buyer, at its election, upon written notice delivered to Seller, at or prior to the Closing, may waive all or any of such conditions) as follows:
Conditions Precedent to Buyer’s Obligations to Close. The obligation of Buyers to consummate their Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditions:
Conditions Precedent to Buyer’s Obligations to Close. The obligation of Buyer to enter into this Agreement and to consummate the Contemplated Transactions is subject to the satisfaction prior to or on the Closing Date of each of the following conditions; provided, however, that Buyer shall have the right to waive all or any part of each such condition, and to close the Contemplated Transactions without, however, releasing Seller from any covenant, obligation, agreement or condition contained herein or from any liability for any loss or damage sustained by Buyer by reason of the breach by Seller of any covenant, obligation, agreement or condition contained herein, by reason of any misrepresentation made by Seller; and provided further, however, that Buyer’s participation in the Closing shall not in any way be deemed to be a waiver of any claim it may have hereunder for any breach of any representation, warranty, covenant or agreement contained herein:
(a) Each of the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects on the date hereof, and shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct as of such date) without taking into account any qualifiers of materiality or qualifiers of similar import or any updates to the Disclosure Schedules made pursuant to Section 6.4.
(b) The covenants and agreements of Seller contained in this Agreement and required to be complied with or performed on or prior to the Closing Date shall have been complied with or performed.
(c) Buyer shall have received a certificate dated as of the Closing Date and executed by an appropriate officer of Seller certifying to the satisfaction of the conditions referred to in Sections 7.1(a) and (b).
(d) Each of the Consents set forth on Schedule 7.1(d) (the “Material Consents”) shall have been obtained in form and substance reasonably satisfactory to Buyer and shall be in full force and effect.
(e) There shall not have occurred any event, fact or circumstance between the date hereof and the Closing Date which, individually or in the aggregate, has, or would reasonably be expected to have, a Material Adverse Effect on the Purchased Assets or the Business that continues to exist on the Closing Date.
(f) Buyer shall have received a certificate of the Secretary or an Assistant Secretary of ...
Conditions Precedent to Buyer’s Obligations to Close. The obligations of Buyer to effect the Closing shall be subject to the following conditions except to the extent waived in writing by Buyer:
(i) The respective representations and warranties of Principal Shareholders and each Seller herein contained shall be true and correct in all material respects as of the Closing Date with the same effect as though made as of such date; Principal Shareholders and Sellers shall have in all material respects performed all obligations and complied with all covenants and conditions required under this Agreement to be performed or complied with by them on or prior to the Closing Date; and Principal Shareholders and Sellers shall have executed and delivered to Buyer certificates, dated as of the Closing Date, to that effect in form and substance satisfactory to Buyer;
(ii) The Board of Directors of the Company shall have approved the transfer by Sellers of the Company Shares to Buyer, and Buyer shall have been furnished with satisfactory evidence of all other consents, approvals or notifications of other persons whose consent, approval or notification is required in order to permit the transactions contemplated hereunder; and
(iii) Buyer shall have received an opinion from counsel to the Company in form and substance mutually agreeable to Buyer and the Company.
Conditions Precedent to Buyer’s Obligations to Close. The obligations of Buyer to purchase and pay for the Membership Interests and to consummate the other Transactions contemplated by this Agreement on the Closing Date, shall be subject to the performance by each Seller of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
Conditions Precedent to Buyer’s Obligations to Close. The obligations of Buyer to pay the first installment of the Purchase Price to Sellers as provided for in Section 2(c)(i) and to perform the other actions at the Closing Date under the Transaction Agreements are subject to the satisfaction, at or prior to the Closing of each of the following conditions (any of which may be waived in whole or in part by Buyer):
Conditions Precedent to Buyer’s Obligations to Close. Buyers obligations to consummate the Merger are subject to each of the following conditions precedent, any of which may be waived by Buyers in writing.
Conditions Precedent to Buyer’s Obligations to Close. Buyer’s obligation to close the transactions contemplated hereby shall be subject to the satisfaction of the following conditions precedent prior to or at the Closing, unless waived in writing by Buyer. The failure of any of the following conditions to be met (through no fault of Buyer) shall cause this Agreement to be terminated with no further obligation of the Parties except for those arising under Section 13(s) hereof:
