Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser:
Conditions Precedent to Conveyance. The Authority’s obligation to sell and the Developer’s obligation to purchase the Property shall be subject to satisfaction of all of the following conditions precedent:
Conditions Precedent to Conveyance. Neither DOSO nor Owner are obligated to complete the Conveyance unless the following conditions are satisfied to the benefited Party's reasonable satisfaction. The Party benefited by a particular condition shall not unreasonably withhold or delay acknowledgment that a condition has been satisfied.
Conditions Precedent to Conveyance. (a) The obligations of the City to convey the relevant portion of the Redevelopment Property at Closing shall be subject to the following conditions:
Conditions Precedent to Conveyance. Each Conveyance made pursuant to Article II or Article IV of this Agreement is subject to the condition precedent that the Purchaser shall have received, and the Administrative Agent shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Administrative Agent (it being understood and agreed that the Purchaser and its assigns, including, without limitation, the Administrative Agent, may waive any and all conditions in its sole discretion; and that upon acceptance of any portion of the Purchase Price or the Asset Contribution described in Section 2.1 or 2.2 to be made in connection with such Conveyance, such conditions shall be deemed satisfied with respect to such Conveyance):
Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser: (i)a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii)a related Xxxx of Sale; (iii)a related Assignment and Assumption; (iv)an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 90 days prior to the applicable Delivery Date (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 22, 2019; (v)copies of proper UCC financing statements, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor” and the Purchaser as “Secured Party”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi)copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; 7 (vii)in the case of a Delivery Date occurring in connection with the Closing Date for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee, that the Conveyance constitutes a true sale and that t...
Conditions Precedent to Conveyance
