Conditions Precedent to Xxxxx’s Obligations. In addition to any other conditions contained in this Agreement, the conditions set forth in this Section 6 must be satisfied prior to Buyer’s obligation to acquire the Property. Buyer may waive the conditions in this Section 6.1 by written notice since these conditions are intended solely for Buyer’s benefit. In the event any condition is not satisfied or waived on or before the time period indicated below, Buyer will have the right terminate this Agreement, in which event the Xxxxxxx Money shall promptly be returned to Buyer.
Conditions Precedent to Xxxxx’s Obligations. The obligation of Buyer to consummate the transactions contemplated hereby is subject to the fulfillment or waiver, at or prior to or at the Closing, of all of the following conditions:
Conditions Precedent to Xxxxx’s Obligations. The close of escrow and the Buyer’s obligations with respect to the transaction contemplated by this Agreement are subject to the satisfaction, not later than the Closing Date (unless otherwise provided), of the following conditions, and the obligations of the parties with respect to such conditions are as follows:
Conditions Precedent to Xxxxx’s Obligations. The Close of Escrow is subject to the following conditions precedent being satisfied not later than the Closing Date or such other period of time as may be specified below:
Conditions Precedent to Xxxxx’s Obligations. The following conditions must be satisfied not later than the Closing Date or such other period of time as may be specified below and, as such, are conditions precedent to Buyer’s obligation to consummate the transaction contemplated by this Agreement in accordance with the terms of this Agreement:
6.1.1 Seller will have duly performed each and every agreement to be performed by Seller hereunder in all material respects.
6.1.2 Seller will have delivered the items described in Section 5.1.
6.1.3 There shall exist no pending or threatened actions, suits, arbitrations, claims, proceedings, insolvency, or other proceedings pending or threatened against Seller by any third party that would materially and adversely affect the value of the Property or Seller’s ability to perform its obligations under this Agreement.
6.1.4 As of the Closing, Escrow Holder will issue, or will have irrevocably committed to issue, the Title Policy (along with endorsements reasonably requested by Xxxxx in accordance with the terms of this Agreement) to Buyer.
6.1.5 The conditions set forth in this Section 6.1 are solely for the benefit of Buyer and may be waived only by Xxxxx. At all times, Xxxxx has the right to waive any such condition. Such waiver or waivers must be in writing to Seller.
Conditions Precedent to Xxxxx’s Obligations. The following conditions must be satisfied not later than the Closing Date or such other period of time as may be specified below:
Conditions Precedent to Xxxxx’s Obligations. The obligation of Buyer to purchase the Acquired Assets and the Assumed Liabilities and consummate the transactions contemplated by this Agreement is subject to the satisfaction as of the Closing of each of the following conditions, which such conditions may be waived only by Buyer in its sole discretion:
(i) except for the Fundamental Representations, each of the representations and warranties of Seller made in this Agreement shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters as of or for a particular date or time period shall remain so true and correct only as of such date or for such time period), except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, a Material Adverse Effect, and (ii) each of the Fundamental Representations shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters as of or for a particular date or time period shall remain so true and correct only as of such date or for such time period);
(b) Seller shall have performed in all material respects each of the covenants, agreements and obligations of Seller contained in this Agreement required to be performed by Seller on or prior to the Closing Date (with any materiality qualifiers already set forth in such covenants, agreements and obligations removed for purposes of this Section 6.1(b) so that only one materiality qualifier applies for purposes of this Section 6.1(b));
(c) Seller shall have delivered to Buyer a certificate to be dated the Closing Date and signed by an authorized officer of Seller stating that each of the conditions set forth in Section 6.1(a) and Section 6.1(b) has been satisfied as of the Closing Date;
(d) Xxxxx shall have received all of the deliveries of Seller pursuant to Section 1.7(a);
(e) No Proceeding has been commenced against Buyer or Seller that would prevent the Closing.
(f) No injunction or restraining order shall have been issued by any Governmental Entity, and be in effect, which restrains or prohibits the transactions contemplated hereby;
(g) All applicable waiting periods under the HSR Act shall have expired or terminated and all other actions by or in ...
Conditions Precedent to Xxxxx’s Obligations. Buyer's ------------------------------------------- obligations with respect to this transaction are subject to: (i) Seller's delivery to Escrow Holder on or before the Closing of the items described in Section 5.4, (ii) Title Company's willingness to deliver the Title Policy subject only to the Permitted Exceptions, (iii) all of Seller's representations and warranties as set forth in Section 10.1 being true and correct in all material respects as of the Closing, (iv) Seller delivering the Property with the Site Work completed, and (v) the Lot Line Adjustment having been completed.
Conditions Precedent to Xxxxx’s Obligations. The obligations of each Buyer hereunder shall be subject to the satisfaction of each of the following conditions precedent:
(i) Company and the Investors have received duly executed and complete copies of this Agreement, the O&M and […***…], each of which is in form and substance acceptable to each Investor;
(ii) […***…];
(iii) […***…];
(iv) Each of the representations and warranties of Contractor in Section 7.01 made as of the Effective Date that is qualified as to materiality or by Material Adverse Effect are true and correct, and such representations that are not so qualified are true and correct in all material respects, in each case as of the Effective Date;
(v) No claims, disputes, governmental investigations, suits, actions (including non-judicial real or personal property foreclosure actions), arbitrations, legal, administrative or other proceedings of any nature, domestic or foreign, criminal or civil, at law or in equity, have been instituted or threatened in writing and remain pending, that could be reasonably expected to impair, restrain or prohibit the consummation of the transactions contemplated by any Transaction Document […***…];
(vi) Company and each Investor have received the Base Case Model in form and substance acceptable to each Investor;
(vii) (A) Company and each Investor have received (I) an audited consolidated financial statement of the Contractor for the most recently available fiscal year, and (II) the most recent unaudited quarterly consolidated financial statements of the Contractor, in each case to the extent such statements are not publicly available, and (B) […***…];
(viii) (A) Company and each Investor have received legal opinions of Xxxxx Xxxxx LLP with respect to (I) the enforceability of the Transaction Documents to which Contractor is a party, and as to such other matters relating to corporate formation and governance as are customarily included in similar opinions, and (II) federal energy regulatory matters, in each case in form and substance reasonably satisfactory to each Investor, (B) […***…], and (C) […***…];
(ix) […***…];
(x) (A) Company and each Investor have received a certificate from an authorized signatory of Contractor, certifying as of the Effective Date to Contractor’s incumbent authorized signatories, organizational documents, good standing, and due authorization, and (B) […***…];
(xi) Company and each Investor have received an independent engineering report prepared by the Independent Engineer and, unl...
Conditions Precedent to Xxxxx’s Obligations. The Close of Escrow and Xxxxx’s obligations with respect to the transactions contemplated by this Agreement are expressly conditioned upon the occurrence of the following contingencies, which must be satisfied (or waived in writing by the Buyer) by the Closing Date or by expiration of the Contingency Period if so specified below:
