Conditions Precedent to the Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of the following additional conditions: (a) Seller shall have delivered to Buyer a fully executed Xxxx of Sale and such other documents and instruments of assignment, transfer, and conveyance as, in the opinion of Buyer’s counsel, are sufficient in form and substance to transfer all of the Assets and Warranties (as such term is defined in Section 3.1 (f) of Article III, below, to Buyer in accordance with the provisions of this Agreement and free and clear of all encumbrances; (b) the Assets shall not have been, and shall not be threatened to be, damaged, modified or altered in any way, including, but not limited to, as a result of fire, explosion, disaster, accident, flood, vandalism, violence, terrorism or other casualty, ordinary wear and tear excepted; (c) All approvals contemplated by Section 1.7 of Article I of this Agreement shall have been received, in form and substance satisfactory to Buyer in its sole discretion, and Seller shall have delivered resolutions of the Board of Directors (or equivalent managing body) of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of its Secretary or Assistant Secretary (or equivalent officer), certifying the adoption of those resolutions and the incumbency of the respective officers executing documents being delivered at or in connection with the Closing. (d) Seller shall have delivered access to and possession of all of the Assets; and (e) Seller shall have delivered to Buyer uninterrupted real property rights to support the installation and construction, operation, maintenance, repair and/or replacement of the Assets, which real property rights shall include (A) grant of perpetual easement rights from Seller to Buyer for all of Seller's fee-owned real property upon which certain of the Assets are or shall be located; (B) assignment of all of Seller's right, title and interest in, to and under each of those deeded easements obtained by Seller from third party fee-owners of real property upon which certain of the Assets are or shall be located; (C) assignment of all of Seller's right, title and interest in, to and under each of those easements obtained by Seller pursuant to its exercise of the right of eminent domain against third party fee-owners of real property upon which certain of the Assets are or shall be located; and (D) such other rights in or affecting real property in connection with the Assets as Buyer shall reasonably require, it being understood that each of the foregoing shall be in form and substance satisfactory to Buyer in its sole discretion.
Appears in 8 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
Conditions Precedent to the Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
(a) Seller shall have delivered to Buyer a such fully executed Deed, Easement Agreements and/or Xxxx of Sale and such other documents and instruments of assignment, transfer, and conveyance as, in the opinion of Buyer’s counsel, are sufficient in form and substance to transfer all of the Assets Property and all Warranties (as such term is defined in Section 3.1 (f3.1(f) of Article III, below, this Agreement) to Buyer in accordance with the provisions of this Agreement and free and clear of all encumbrances;
(b) the Assets Property shall not have been, and shall not be threatened to be, damaged, modified or altered damaged in any way, including, but not limited to, as a result of fire, explosion, disaster, accident, flood, vandalism, violence, terrorism or other casualty, ordinary wear and tear excepted;
(c) All approvals contemplated by Section 1.7 of Article I of this Agreement shall have been received, in form and substance satisfactory to Buyer in its sole discretion, and Seller shall have delivered resolutions of the Board of Directors (or equivalent managing body) of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of its Secretary or Assistant Secretary (or equivalent officer)Secretary, certifying the adoption of those resolutions and the incumbency of the respective officers executing documents being delivered at or in connection with the Closing.; Service Agreement No. 1631
(d) Seller shall have delivered access to and possession of all of the AssetsProperty; and
(e) at least seven days prior to the Closing, Seller shall have delivered to Buyer uninterrupted real property rights UCC searches with respect to support the installation and constructionProperty, operation, maintenance, repair and/or replacement of the Assets, which real property rights shall include (A) grant of perpetual easement rights from Seller to Buyer for all of Seller's fee-owned real property upon which certain of the Assets are or shall be located; (B) assignment of all of obtained at Seller's right, title and interest in, to and under each of those deeded easements obtained by Seller from third party fee-owners of real property upon which certain of the Assets are or shall be located; (C) assignment of all of Seller's right, title and interest in, to and under each of those easements obtained by Seller pursuant to its exercise of the right of eminent domain against third party fee-owners of real property upon which certain of the Assets are or shall be located; and (D) such other rights in or affecting real property in connection with the Assets as Buyer shall reasonably require, it being understood that each of the foregoing shall be in form and substance satisfactory to Buyer in its sole discretion’s expense.
Appears in 6 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Conditions Precedent to the Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
(a) Seller shall have delivered to Buyer a such fully executed Xxxx Deed, Easement Agreements and/or Bill of Sale and such other documents and instruments of assignment, transfer, and conveyance as, in the opinion of BuyerXxxxx’s counsel, are sufficient in form and substance to transfer all of the Assets Property and all Warranties (as such term is defined in Section 3.1 (f3.1(f) of Article III, below, this Agreement) to Buyer in accordance with the provisions of this Agreement and free and clear of all encumbrances;
(b) the Assets Property shall not have been, and shall not be threatened to be, damaged, modified or altered damaged in any way, including, but not limited to, as a result of fire, explosion, disaster, accident, flood, vandalism, violence, terrorism or other casualty, ordinary wear and tear excepted;
(c) All approvals contemplated by Section 1.7 of Article I of this Agreement shall have been received, in form and substance satisfactory to Buyer in its sole discretion, and Seller shall have delivered resolutions of the Board of Directors (or equivalent managing body) of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of its Secretary or Assistant Secretary (or equivalent officer)Secretary, certifying the adoption of those resolutions and the incumbency of the respective officers executing documents being delivered at or in connection with the Closing.; Service Agreement No. 1631
(d) Seller shall have delivered access to and possession of all of the AssetsProperty; and
(e) at least seven days prior to the Closing, Seller shall have delivered to Buyer uninterrupted real property rights UCC searches with respect to support the installation and constructionProperty, operation, maintenance, repair and/or replacement of the Assets, which real property rights shall include (A) grant of perpetual easement rights from Seller to Buyer for all of Seller's fee-owned real property upon which certain of the Assets are or shall be located; (B) assignment of all of obtained at Seller's right, title and interest in, to and under each of those deeded easements obtained by Seller from third party fee-owners of real property upon which certain of the Assets are or shall be located; (C) assignment of all of Seller's right, title and interest in, to and under each of those easements obtained by Seller pursuant to its exercise of the right of eminent domain against third party fee-owners of real property upon which certain of the Assets are or shall be located; and (D) such other rights in or affecting real property in connection with the Assets as Buyer shall reasonably require, it being understood that each of the foregoing shall be in form and substance satisfactory to Buyer in its sole discretion’s expense.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Conditions Precedent to the Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
(a) Seller shall have delivered to Buyer a fully executed Xxxx Bill of Sale and such other documents and instruments of assignment, transfer, and conveyance as, in the opinion of BuyerXxxxx’s counsel, are sufficient in form and substance to transfer all of the Assets and Warranties (as such term is defined in Section 3.1 (f) of Article III, below, to Buyer in accordance with the provisions of this Agreement and free and clear of all encumbrances;
(b) the Assets shall not have been, and shall not be threatened to be, damaged, modified or altered in any way, including, but not limited to, as a result of fire, explosion, disaster, accident, flood, vandalism, violence, terrorism or other casualty, ordinary wear and tear excepted;
(c) All approvals contemplated by Section 1.7 of Article I of this Agreement shall have been received, in form and substance satisfactory to Buyer in its sole discretion, and Seller shall have delivered resolutions of the Board of Directors (or equivalent managing body) of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of its Secretary or Assistant Secretary (or equivalent officer), certifying the adoption of those resolutions and the incumbency of the respective officers executing documents being delivered at or in connection with the Closing.
(d) Seller shall have delivered access to and possession of all of the Assets; and
(e) Seller shall have delivered to Buyer uninterrupted real property rights to support the installation and construction, operation, maintenance, repair and/or replacement of the Assets, which real property rights shall include (A) grant of perpetual easement rights from Seller to Buyer for all of Seller's fee-owned real property upon which certain of the Assets are or shall be located; (B) assignment of all of Seller's right, title and interest in, to and under each of those deeded easements obtained by Seller from third party fee-owners of real property upon which certain of the Assets are or shall be located; (C) assignment of all of Seller's right, title and interest in, to and under each of those easements obtained by Seller pursuant to its exercise of the right of eminent domain against third party fee-owners of real property upon which certain of the Assets are or shall be located; and (D) such other rights in or affecting real property in connection with the Assets as Buyer shall reasonably require, it being understood that each of the foregoing shall be in form and substance satisfactory to Buyer in its sole discretion.
Appears in 3 contracts
Samples: Construction Services Agreement, Asset Purchase and Sale Agreement, Asset Purchase Agreement
