Conditions Precedent to Obligation of Buyer. Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at Closing of the following conditions, any one or more of which may be waived in whole or in part by Buyer at Buyer’s sole option:
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the conditions set forth in this Section 4.6, any or all of which may be waived by Buyer, in writing, in its sole discretion. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Buyer does not waive such condition, as provided in the previous sentence, then this Agreement shall terminate and no party shall have any further obligations to the other parties. In the event that the failure of a condition is due to a default by Seller, then the provisions of Section 6.2 shall apply.
(a) The Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2;
(b) The representations and warranties of the Seller contained in this Agreement (as the same may be modified from time to time as set forth in Section 5.4) shall have been true and correct in all material respects as of the Effective Date and shall be true and correct in all material respects as of the Closing Date;
(c) The Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by the Seller as of the Closing Date;
(d) Title to the Property shall be in a condition as contemplated by Sections 2.3, 2.4 and 5.1(e) hereof;
(e) The physical condition of the Real Property shall be substantially the same on the Closing Date as on the Effective Date, except for changes thereto which result from or are attributable to: (i) reasonable or normal wear and tear, (ii) the exercise by Seller or Buyer of any of their respective rights or obligations under this Agreement, (iii) any acts done, suffered or caused by Buyer or any affiliate, contractor, officer, director, member, manager, employee, agent, representative, successor or assign thereof, (iv) any matter covered or addressed under Article 7, (v) any work, remodeling, alterations, improvements or repairs which is/are required to be done or furnished pursuant to the terms of any Lease and/or which is/are done in response to or as a result of an emergency situation with respect to the Property, (vi) any work required to be done under or pursuant to, or in any way related or incidental, to any Contract, and/or (vii) any work, remodeling, alterations, improvements or r...
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to proceed with the Closing is subject to the fulfillment prior to or at Closing of the conditions set forth in this Section 2.2. Any one or more of these conditions may be waived, in whole or in part, by Buyer at Buyer’s sole option.
(i) Except to the extent that any inaccuracies in any such representations and warranties would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the representations and warranties of Seller contained in Article 4 (other than the Seller Specified Representations and the representation and warranty set forth in the last sentence of Section 4.6) shall be true and correct in all respects (without giving effect to any “materiality” and “Material Adverse Effect” qualifiers therein) as of the date hereof and as of the Closing Date as if made on and as of the Closing Date, except for those representations and warranties contained in Article 4 that relate to a specific date, which representations and warranties shall be true and correct as of such date, (ii) the Seller Specified Representations (other than the representation and warranty set forth in Section 4.10(c)) and the representation and warranty set forth in the last sentence of Section 4.6 shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date, except for any such representations and warranties that relate to a specific date, which representations shall be true, correct and complete in all respects as of such date and (iii) the representation and warranty set forth in Section 4.10(c) shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date.
(b) Seller shall have performed and complied in all material respects with the covenants and obligations set forth herein required to be performed by and complied with by Seller at or before the Closing Date.
(c) Seller shall have delivered a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in a form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Section 2.2(a) and Section 2.2(b).
(d) Between the date of this Agreement and the Closing Date, there shall not have occurred any action, inaction, event, state of facts, circumstance, change or development which, individually or in the aggregate, has resulted in or would reasonably be exp...
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transactions provided for in this Agreement on the terms specified herein is subject to fulfillment of each of the following conditions:
Conditions Precedent to Obligation of Buyer. Buyer's obligation to consummate the Transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below.
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to satisfaction of the following conditions on or prior to the Closing Date (unless expressly waived in writing by Buyer on or prior to the Closing Date):
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to acquire the Shares is subject to the satisfaction or the waiver by Buyer of the following conditions prior to, or contemporaneously with, the Closing, unless otherwise indicated:
a) The representations and warranties made by Seller and CEI in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.
b) Seller shall have delivered the Shares in accordance with Section 2 hereof.
c) The Company shall have executed and delivered to Buyer a registration rights agreement substantially in the form set forth as Exhibit B hereto.
d) Seller shall have caused to be delivered to Buyer a legal opinion of Dow, Lxxxxx & Axxxxxxxx, PLLC substantially in the form attached as Exhibit C hereto.
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion:
(a) Seller shall have delivered to Escrow Agent all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.2.
(b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not materially adverse to Buyer).
(c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. Agreement of Sale and Xxxxxxxx
(x) As of the Closing Date, the Title Company shall be prepared to deliver to Buyer an initialed xxxx-up of the Title Commitment consistent with the requirements for the Title Policy.
(e) The estoppel contingency set forth in Section 5.4 shall have been satisfied.
Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion:
(a) Seller shall have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2.
(b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement or not adverse to Buyer).
(c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing, including but not limited to, those provided for in Section 5.4.
