Conditions Precedent to Close. On or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement):
7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied.
7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto:
7.2.1 This Agreement;
7.2.2 The Leases;
7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the Leases;
7.2.5 Such other documents or instruments reasonably necessary to consummate the transaction contemplated by this Agreement as requested by NHP or Emeritus.
7.3 NHP acknowledges and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions set forth in Section 7.2 shall be required to be satisfied as to the first of such Closings but only with respect to the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing.
7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor.
7.5 NHP shall have received certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured and loss payee thereunder.
7.6 NHP shall have received from Emeritus copies of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC XX XX, Inc. certified by the Washington Secr...
Conditions Precedent to Close. The obligation of the parties hereto to each other and to otherwise perform their respective obligations hereunder shall be
Conditions Precedent to Close. The obligation of PTE , Inland, and the Subsidiary to close the Transaction contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligation of PTEK and Cxxxx to close the Transaction contemplated hereunder is subject to fulfillment by the Cxxxx and PTEK of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligation of PTE and Flowers Group to close the Transaction contemplated hereunder is subject to fulfillment by the Company, Flowers Group and PTE of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligations of Bustamante and Mexco to consummate xxx xxxxxxctions contemplated hereby shall be subject to the satisfaction or waiver by Mexco and Bustamante, at or prior to the Closxxx, xx xxe following conditions (hereinafter the "Conditions Precedent"):
(a) The authorization from the Ministry of Communications and Transportation ("SCT") of the sale and purchase of the Series A Shares according to the terms and conditions herein provided;
(b) The authorization from the SCT of the amendment to the By-laws of the Company, in the form attached hereto as Exhibit "8.1.(b )", which shall provide, among other matters, for the issuance of the Series N Shares;
(c) The favorable opinion of the Federal Telecommunications Commission ("Cofetel") for the sale and purchase of the Series A Shares by Mexco and for the amendment to the By-laws of the Company in the terms and conditions established herein;
(d) The authorization by the Foreign Investments Bureau of the Ministry of Economy, for the amendment to the By-laws of the Company in the terms and conditions provided herein, and for the issuance of the Series N Shares;
(e) The favorable termination by the SCT of the Administrative Revocation Procedure initiated against the Company's Concession to operate in Tijuana; and
(f) The merger contemplated by that certain Agreement and Plan of Merger dated April 25, 2002, by and between Las Americas Broadband and USA Broadband, Inc., a Delaware corporation shall have occurred (the "Closing of the Merger"). All costs, fees and expenses, including reasonable legal fees, incurred by Bustamante to obtain the previously xxxxxxxxx authorizations and opinions, which shall have been previously agreed upon on writing by Las Americas Broadband, shall be reimbursed to Bustamante on demand.
Conditions Precedent to Close. Subject to waiver as set forth in Section 8.3 below, the respective obligations of each Party hereto to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
(a) No injunction, restraining order or other ruling or prohibition (each, a "Restraint") issued by any court of competent jurisdiction or governmental authority or regulatory body shall be in effect, and no proceeding, action, suit or claim brought or made by any governmental authority or regulatory body shall be pending that seeks any Restraint, and no statute, rule, regulation or executive order shall have been enacted or promulgated, in each case, that would prohibit the consummation of the transactions contemplated by this Agreement; it being understood that the Parties hereto shall use their reasonable best efforts to have any Restraint lifted and to oppose any action to impose a Restraint, and to reasonably extend the date set forth in Section 8.1(b) hereof so long as such efforts are continuing in good faith.
(b) Any waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 shall have expired or shall have been terminated by the United States Department of Justice and the Federal Trade Commission.
(c) All statutory and regulatory requirements necessary for the valid consummation by Buyer, Seller and each PCA-Sub of the transactions contemplated by this Agreement and the Ancillary Documents shall have been fulfilled, and all authorizations, consents, approvals and waivers of all Regulatory Entities (including, without limitation, the Alabama and Georgia Department of Insurance) necessary to be obtained in order to permit consummation of the transactions contemplated by this Agreement shall have been obtained.
Conditions Precedent to Close. The obligation of the Lenders to execute the Loan Documents to which it is a party and to close this transaction ( the "Initial Closing") is subject to the satisfaction of the following conditions, and, the receipt by the Lenders of the following documents, each of which shall be reasonably satisfactory to Lenders in form and substance:
(a) Evidence that the Borrower has acquired, or obtained an Option to acquire the Land and any and all parking facilities which may be constructed on the Land, for parking, in order to satisfy the needs of the Project and its anticipated guests. In the event the Borrower has obtained an Option to acquire the Land, the Option shall not expire prior to September 30, 2002.
(b) Execution of the Loan Documents by the Borrower, including without limitation, the Notes.
(c) Certified copies of (i) the Articles of Incorporation, Certificate of Incorporation and Bylaws of the Borrower and all amendments thereto and all corporate action taken by the Borrower approving each of the Project Documents and the Loan Documents and the consummation of the transactions contemplated thereby, (ii) certified copies of Articles of Incorporation, Certificate of Incorporation and Bylaws of FCI and all amendments thereto and all corporate action taken by FCI, approving the formation of Borrower as a wholly owned subsidiary and its participation in the Project and the consummation of the transactions contemplated hereby.
Conditions Precedent to Close. The following are conditions that must be satisfied prior to closing on the donation:
(a) A restriction for the use of Lot 101 of the Property as a park shall be removed by the appropriate governmental authorities. Satisfactory evidence must be provided to the parties that is sufficient to have such restriction removed as an exception (or affirmative coverage is provided to insure and provide coverage that such restriction does not apply) on a title insurance commitment for Orange Capital.
(b) A quitclaim deed from the City shall be approved and recorded with respect to that certain encroachment shown and described as the “Center Ditch” on that certain plat recorded at Plat Book 19 - P, page 85 (“Plat”).
(c) A quitclaim deed from the City shall be approved and recorded with respect to that certain encroachment shown and described as the “Radio Tower” on the Plat. City will further cooperate with Owner and Orange Capital to remove the Radio Tower as a separate parcel of record with its own property identification number so that for all purposes the Radio Tower parcel shall be deemed a part of the Property identified as PIN No. 2-0046-08-001-L. In the event any of the foregoing conditions are not satisfied or waived in writing by the Parties on or before September 2, 2019, then Owner, Orange Capital, and City shall have the right to terminate this Agreement and, upon such termination, this Agreement shall be null and void, and of no further force and effect.
Conditions Precedent to Close. 8.1 Conditions As to the Purchaser’s Obligations to Close. The obligations of the Purchaser to consummate the Closing and pay the Closing Payment to the Seller are subject to satisfaction or waiver by the Purchaser of the following conditions:
A. The simultaneous closing by the Purchaser of its purchase of the 10.16% Interest at a purchase price that is calculated on the same basis as the Purchase Price herein, with the same proportionate adjustment applicable to such 10.16% Interest as set forth in Section 7.2 hereof.
B. The representations and warranties made in this Agreement by the Seller shall be true and correct in all respects when made and as of the Closing (provided the representations contained in Section 5.1, Section 5.2 and Section 5.3 shall, for purposes of this condition as of closing, not include the exception for Limited Partner Consent contained therein) and the Seller shall have performed in all material respects its obligations under this Agreement.
C. Delivery by the Seller to the Purchaser of an Officer’s Certificate in the form attached hereto as Exhibit B, reconfirming Seller’s representations.
D. There shall be no unrepaired damage by fire or other casualty to any portion of the Hotel if the estimated cost of repair exceeds $20,000,000.
E. No portion of the Hotel, the value of which portion exceeds $20,000,000, shall have been acquired by a governmental authority (or shall be subject to a condemnation proceeding of a governmental authority).
