Conditions to Buyer's Closing. Buyer's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of Buyer and may be waived in writing by Buyer, without notice, liability or obligation to any Person):
(i) The representations and warranties of Seller set forth in Section 3 above, and each of these representations and warranties (considered individually), were true and correct in all material respects as of the Agreement Date and shall be true and correct in all material respects as of the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date;
(ii) Seller shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements required to be performed on or prior to Closing in all material respects;
(iii) Seller shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in Sections 6(b)(i)-(ii) is satisfied in all respects;
(iv) Buyer shall have received each of the closing deliveries of Seller set forth in Section 2(e), executed on behalf of Seller by a duly authorized officer of Seller;
(v) Customers of the Division Business representing at least ninety-five (95%) of the revenue of the Division Business in the two (2) year period preceding the Agreement Date (who remain customers of the Division Business) and customers constituting ninety-five (95%) in number of the customers of the Division Business as of the Agreement Date have consented to the assignment or transfer of their contract to Buyer (except to the extent such contract is assignable or transferable without consent);
(vi) Seller will have obtained and delivered to Buyer all consents, waivers and approvals from governmental entities and third parties necessary on the part of the Seller to effect the assignment and transfer to Buyer of the Acquired Assets free and clear of all Liens, to effect the Subleases and to effect the assignment to Buyer of the Assigned Agreements;
(vii) Seller shall have conducted the Division Business after the Agreement Date in the ordinary course of business, except for actions expressly permitted by this Agreement or such further matters as may be consented to in writing by Buyer;
(viii) A...
Conditions to Buyer's Closing. All obligations of Buyer hereunder are subject to fulfillment of the following conditions on or before the Closing Date:
(a) All of Seller’s representations and warranties herein are true, complete and accurate as of the date hereof, and Seller shall take no action that would render such representations and warranties untrue as of the Closing Date.
(b) No law, rule, regulation, order, writ or judgment of any court, arbitrator or other agency of government shall have prevented or prohibited the consummation of the transactions contemplated hereby.
(c) Seller shall have delivered to Buyer’s counsel a certificate from the managing member of Seller certifying to certain resolutions of the managing member of Seller approving this Agreement and the transactions and obligations contemplated hereunder.
(d) Buyer has secured a title insurance policy issued by a title insurance company authorized to insure titles in the State of Michigan insuring Buyer’s title to the real property to be conveyed by Seller in the full amount of the purchase price allocated to the real property and building.
(e) Seller shall grant and convey to Buyer good, marketable and fee simple title to the real property by Warranty Deed, free and clear of all mortgages, liens, encumbrances, security interests and/or claims of any nature whatsoever except to the extent of: (i) building and use restrictions of record; (ii) vehicular or pedestrian easements of record affecting the real property and being contiguous to the front, rear or side lot lines; (iii) water, sewer, gas, electric and telephone lines or easements therefor of record or as previously installed; provided, however, that said lines or easements shall not adversely affect the use of the real property for its intended purposes; and (iv) prior grants, reservations or leases of coal, oil, gas or other minerals as shown by instruments of record.
(f) Seller shall cancel and terminate at no cost or expense to Buyer all lease agreements between Buyer and Seller pertaining to the Assets, with Seller being permitted to retain all rent and lease payments under such leases for the month of March, 2013.
Conditions to Buyer's Closing. The obligation of Buyer to consummate and effect the Closing provided for herein shall be subject to the following conditions:
10.1.1 The representations and warranties of Seller set forth in this Agreement are true when made and as of the Closing Date as if made on and as of such time, except as expressly contemplated or permitted by this Agreement and except for representations and warranties relating to a time or times other than the Closing Date which was or will be true at such time or times.
10.1.2 Seller executes and delivers the Documents of Conveyance.
10.1.3 Counsel for Seller shall have delivered an opinion to the effect that (a) Seller is duly organized and existing and in good standing in the Commonwealth of Kentucky (b) that Seller has full power and authority to sell the property and assets to be conveyed and assigned under this Agreement, (c) that all corporate proceedings required to be taken by Seller to authorize it to enter into this Agreement and any other instrument evidencing such conveyance and assignment and to perform its obligations hereunder have been duly and properly taken,
Conditions to Buyer's Closing. The obligation of Buyer to consummate and effect the Closing provided for herein shall be subject to the following conditions, any of which may be waived in writing by Buyer:
Conditions to Buyer's Closing. Buyer's obligations under this Agreement are subject to the satisfaction or written waiver of the following conditions:
A. All representations and warranties of Corporation in this Agreement, including in exhibits, shall be true and complete in all material respects without any change on and as of Closing Date to the same extent as if such representations and warranties had been made at such time;
B. Corporation shall have delivered all documents required to be delivered pursuant to Section 7.4 A of this Article VII; All of the foregoing conditions precedent are for the sole benefit of Buyer, and Buyer shall not be obligated to close or consummate this transaction or purchase the Assets unless each such condition precedent has been either satisfied or waived by Buyer in writing at or prior to Closing. Any of such conditions may be waived by Buyer at any time; provided, however, that no such waiver shall be effective unless made in writing. If any of said conditions remains unsatisfied on the Closing Date, Buyer may cancel and terminate this Agreement.
Conditions to Buyer's Closing. Subject to Buyer's acknowledgment in Section 4(E) hereof, all obligations of Buyer under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that Buyer may, in its sole discretion, waive any or all of such conditions in whole or in part:
Conditions to Buyer's Closing. The continued accuracy in all material respects of the representations and warranties set forth in Section 3.01 above shall be a condition precedent to the Buyer's obligation to close hereunder. If any representation or warranty set forth in Section 3.01 above shall prove to be incorrect in any material respect at or before closing, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the parties shall have no further liability hereunder, except as may be expressly provided herein upon termination, and except that if the reason any such representation or warranty is incorrect is that Seller failed to disclose known defects or other information necessary for such representation or warranty to have been correct at the time made, then Buyer shall be entitled to receive a reimbursement of all of its verifiable out-of-pocket costs incurred in connection with this Agreement up to an amount of $75,000.00. Absent any such termination, upon closing hereunder the covenants, representations and warranties set forth in Section 3.01 above, as modified by the certificate delivered from Seller to Buyer at closing as described in Section 5.04, as well
Conditions to Buyer's Closing. All obligations of Buyer to close hereunder are subject to fulfillment or waiver by Buyer, prior to or on the date of Closing, of the following conditions:
(a) All representations and warranties herein of Seller are true, complete and accurate in all material respects from and after the date hereof to and including the date of Closing.
(b) Seller shall have complied in all material respects with all of its obligations hereunder, including the delivery to Buyer of all documents and instruments referenced hereof.
(c) Seller and Buyer shall have received all necessary consents to the assignment of all Seller's contracts including any municipal contracts that may exist.
(d) No law, rule, regulation, order, writ or judgment of any court, arbitrator or other agency of government or any agreement to which Buyer or an affiliate of Buyer is bound shall have prevented or prohibited or make less economic the consummation of the transactions contemplated hereby.
(e) Seller Board of Directors has approved the consummation of the transactions set forth herein.
(f) There has not been any material adverse change in the business, its operations, assets or financial condition or results of operations of the Seller.
Conditions to Buyer's Closing. The sole conditions precedent to the Buyer's obligation to close hereunder shall be the (i) continued accuracy as of the Closing Date in all material respects of the representations and warranties set forth in Section 3.01 above, (ii) the performance by Seller in all material respects of its covenants and agreements contained in this Agreement to be performed or observed by Seller prior to or on the Closing Date, and (iii) the unconditional and irrevocable agreement in writing by the Title Company, upon payment by Buyer of the premium therefor, to issue to Buyer at Closing an ALTA Form B (1970, amended 10/17/70) extended coverage owner's title insurance policy, effective as of the date and time of the recordation of the Deed, insuring Buyer as owner of the Property with coverage in the amount of the Purchase Price (subject, however, to the Permitted Exceptions), together with all title endorsements requested by Buyer (and issued by the Title Company in a pro forma or title commitment delivered to Seller) prior to the Study Period Expiration Date. If any representation or warranty set forth in Section 3.01 above shall not be correct in any material respect at or before Closing, as may be determined by the certificate delivered from Seller to Buyer at closing (as described in Section 5.02) or otherwise, or if the Title Company fails upon closing and payment of its premium to commit to issue a title policy to Buyer as above provided, or if any other condition above is not satisfied, Buyer may, as its sole remedy
Conditions to Buyer's Closing. OBLIGATIONS Buyer’s obligation to close the Transaction is subject to the satisfaction of the following conditions:
