Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof; (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); (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; and (d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 5 contracts
Samples: Sale Agreement (Meyer Fred Inc), Sale Agreement (Meyer Fred Inc), Sale Agreement (Meyer Fred Inc)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;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 AgreementAgreement or not adverse to Purchaser);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Ereim Lp Associates), Purchase and Sale Agreement (Ml Eq Real Estate Portfolio L P), Purchase and Sale Agreement (Ereim Lp Associates)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;10.3.
(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 AgreementAgreement or not materially adverse to Purchaser in Purchaser’s reasonable judgment);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e)Closing Date.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole reasonable discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including including, but not limited to, those provided for in Section 4.2 hereof;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 Execution Date and as of the date of Closing (with appropriate modifications permitted under this AgreementAgreement or not adverse to Purchaser);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;4.2.
(b) All of the representations and warranties of Seller contained in this Agreement were true and correct in all material respects when made and shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement);Date.
(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; andClosing Date.
(d) Seller The Property shall have accepted be in the evidence with respect to same condition on the Act (Closing Date as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e)it was in on the Effective Date, reasonable wear and tear and damage by minor casualty only excepted.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (New England Realty Associates Limited Partnership), Purchase and Sale Agreement (New England Realty Associates Limited Partnership)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditionsconditions (and any other conditions to Purchaser's obligation to consummate the transaction contemplated hereby expressly set forth herein), any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof, subject to the terms of Section 4.2(m) and Section 4.2(n) hereof;
(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 solely to the extent permitted under this Agreement);; and
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 1 contract
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) : Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;
(b) 5.2. 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 AgreementAgreement or not adverse to Purchaser);
(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; and
(d) Seller . In the event any of the foregoing conditions are not fulfilled or waived by Purchaser by Closing, this Agreement shall have accepted terminate and the evidence with respect Xxxxxxx Money shall be promptly returned to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e)Purchaser.
Appears in 1 contract
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;8.3.
(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);Closing.
(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; andClosing Date.
(d) Seller Title to the Real Property and the Improvements shall have accepted be in the evidence condition provided for in Article V and shall be insurable in accordance with the provisions of Article V.
(e) The requirements of Section 8.6 hereof with respect to the Bulk Sale Transfer Act (as hereinafter defineddefined herein) that Purchaser is required to produce pursuant to Section 4.7(e)shall have been complied with.
Appears in 1 contract
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditionsconditions set forth in this Section 4.6, any or all of which may be waived by Purchaser. In the event any of the conditions set forth in this Section 4.6 are not satisfied on or before Closing and Purchaser in its sole discretion:does not waive such condition, then the Deposit shall be returned to Purchaser, this Agreement shall terminate and neither party shall have any further obligations to the other party.
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;4.2; and
(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);
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e)Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;
(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);; and
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 1 contract
Samples: Sale Agreement (Arden Realty Inc)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;2.1, Section 2.2, Section 2.3, Section 2.4 and 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 AgreementAgreement or not adverse to Purchaser);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e), including but not limited to, those provided for in Article 5.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mountain High Acquisitions Corp.)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;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 AgreementAgreement or not adverse to Purchaser);.
(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; and.
(d) Seller shall have accepted paid and/or satisfied any mortgages which are recorded against the evidence with respect Property and cured or caused the Title Company to the Act (as hereinafter defined) that insure Purchaser is required to produce pursuant to Section 4.7(e)free of any judgments or other monetary liens of an ascertainable amount against Seller.
Appears in 1 contract
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;
(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);; and
(c) Purchaser shall have received the Tenant Estoppels described in, and as required by, Section 3.3 hereof; and
(d) Seller shall have performed and observed, in all material respects, observed all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 1 contract
Samples: Sale Agreement (Corporate Realty Income Fund I L P)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditionsconditions set forth in this Section 8(a) below, any or all of which may be waived by Purchaser in its sole and absolute discretion:.
(ai) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, to those provided for in Section 4.2 12(a) hereof;
(bii) All of the representations and warranties of Seller contained in Section 6 of this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement)Closing;
(ciii) The Title Company shall have issued or irrevocably committed to issue the Title Policy; and
(iv) 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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Weider Nutrition International Inc)
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser or the Title Company all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;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 Date (with appropriate modifications as permitted by Purchaser under Section 4.2(b) of this Agreement);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e)Closing Date.
Appears in 1 contract
Conditions Precedent to Obligation of Purchaser. The obligation of Purchaser 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 Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser or deposited with Escrow Agent all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;.
(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 AgreementAgreement or not materially adverse to Purchaser);.
(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; and
(d) Seller shall have accepted the evidence with respect to the Act (as hereinafter defined) that Purchaser is required to produce pursuant to Section 4.7(e).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)