Conditions to Buyer’s Obligation to Close. Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Conditions to Buyer’s Obligation to Close. (a) Buyer will not be obligated to proceed with the Closing unless and until each of the following conditions has been either fulfilled or waived in writing by Buyer:
(1) This Agreement shall not have been previously terminated pursuant to any other provision hereof;
(2) Seller shall be prepared to deliver or cause to be delivered to Buyer all instruments and documents to be delivered to Buyer at the Closing pursuant to Section 14 and Section 16 or any other provision of this Agreement; and
(3) All property managing services provided to the Property under any property management agreement shall have been terminated on or prior to the Closing at no cost, liability or expense to Buyer.
(b) If any of the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(b) hereof, Buyer may elect, upon notice to Seller, to terminate this Agreement, in which event the Deposit shall be returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.
Conditions to Buyer’s Obligation to Close. The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by Applicable Law):
(a) (i) the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b) shall be true and correct in all respects as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) the representations and warranties of Seller, other than the Seller Fundamental Warranties and the representation and warranty contained in Section 3.09(b), contained in this Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect) shall be true and correct as of the Closing Date, as if made at and as of such date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except, in each case, for any inaccuracy or omission that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;
(b) the covenants of Seller to be performed prior to the Closing shall have been performed (or any non-performance shall have been cured) in all material respects; and
(c) Buyer shall have received a certificate signed by an executive officer of Seller to the effect of the foregoing Section 8.02(a) and Section 8.02(b);
(d) receipt of final STB Approval that does not impose any Material Regulatory Concession;
(e) no Legal Proceeding commenced by a Governmental Authority shall be pending seeking to enjoin, prohibit or render illegal the consummation of the transactions contemplated hereby or impose a Regulatory Concession on Buyer (or the Company Group) in connection therewith;
(f) there shall not be in force an Order, or any Applicable Law adopted after the date hereof imposing a Regulatory Concession on Buyer (or the Company Group) in connection with the transactions contemplated hereby; and
(g) Seller shall have delivered, or caused to be delivered, to Buyer the deliverables set forth in Section 2.05(a).
Conditions to Buyer’s Obligation to Close. The obligation of Buyer to purchase the Acquired Purchase Contracts from Seller pursuant hereto is subject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions at and as of the Closing:
Conditions to Buyer’s Obligation to Close. Buyers' obligation to consummate the transactions contemplated hereby will be subject to the following conditions to be satisfied on or prior to the Closing Date:
(a) Each Seller will cause the original stock certificate(s) representing the Shares owned, directly or indirectly, beneficially or otherwise, by that Seller to be delivered;
(b) Each Seller will cause an executed Assignment Separate From Certificate endorsed in blank in the form of EXHIBIT B, in proper form to be delivered (collectively, the "ASSIGNMENTS") for the Shares;
(c) Delivery by Sellers of copies of all court orders and rulings handed down since the date any Seller owned any capital stock of the Company that in any way affect the Shares, a list and summary of which are attached hereto as SCHEDULE 8(C) and made a part hereof;
(d) Sellers shall transfer the Shares to Buyers free and clear of all liens, claims and encumbrances of any nature whatsoever and shall deliver to Buyers UCC termination statements and other releases, satisfactory to Buyers, to evidence the release of such liens on the Shares;
(e) Delivery by Sellers of an Opinion of Counsel substantially in the form as the one attached hereto as EXHIBIT C (the "OPINION OF COUNSEL");
(f) Delivery by Sellers of a list containing the names of all the persons or entities who have Owned any of the Shares, beginning from the date any Seller Owned any Shares to the Closing Date, including all sales, purchases, transfers, gifts, pledges and encumbrances made on the Shares, a copy of which are attached hereto as SCHEDULE 8(F) and made a part hereof;
(g) Delivery by Sellers of a Non-Competition Agreement, Non-Solicitation and Confidentiality Agreement in the form attached hereto as EXHIBIT D (collectively, the "NON-COMPETITION AGREEMENT");
(h) Delivery by Sellers of a Release in the form attached hereto as EXHIBIT E (collectively, the "RELEASE");
(i) If Linda Siegler desires to sell an aggregate of up to 250,000 xxxxxx xx Xxxmon Stock of the Company (the "SPOUSAL SHARES") held by her and by her children in trust (the "SPOUSAL PARTIES") at the same price per share as the purchase price per share herein, the closing of such sale by the Spousal Parties of the Spousal Shares to Buyers or others pursuant to a purchase agreement (the "SPOUSAL PURCHASE AGREEMENT") shall take place concurrently with the Closing hereunder;
(j) Payment of the amounts the Sellers owe the Company as of the Closing Date as set forth on SCHEDULE 8(J);
(k) Assignment of al...
Conditions to Buyer’s Obligation to Close. Without limitation of any other provisions hereof, Buyer’s obligation to perform the terms of this Agreement shall be subject to the satisfaction (as determined in Buyer’s sole discretion) of each of the following conditions precedent with respect to each of the Premises (hereafter “Buyer’s Conditions”) (any one or more of which may be waived in writing by Buyer in its sole and absolute discretion):
i. that the Seller has cured all Title Objections as provided in Section 5.(a) hereof;
ii. that Buyer has not exercised its right to terminate this Agreement under Section 2., Section 5., Section 6.(b), Section 7., Section 10., Section 12. or Section 13. hereof;
iii. that each of the Seller’s representations, warranties, and covenants hereunder shall be true and correct in all material respects and not materially misleading as of the Closing Date;
iv. Buyer has determined that no Hazardous or Toxic Material shall have been discharged, disposed of or released or otherwise exist in, on or under any of the Premises as of the Closing Date, which Hazardous or Toxic Material was not in existence on the last day of the Due Diligence Period;
v. that the physical condition of each of the Premises, and any improvements thereon, on the Closing Date shall not have deteriorated from their condition on the last day of the Due Diligence Period, reasonable wear and tear excepted.
vi. that occupancy, gross revenues and general financial condition, including expenses and revenues of each of the Premises is not adversely different from the occupancy, gross revenues and general financial condition, including expenses and revenues of each such Premises on the last day of the Due Diligence Period, or if adversely different, there is no more than a five percent (5%) variance;
vii. the purchase and sale transaction contemplated by this Agreement has been consummated with respect to each of the Premises in accordance with terms and provisions hereof, except as expressly provided herein; and
viii. that Seller has performed all of its obligations hereunder as provided herein. If Buyer shall determine, in its sole discretion, that any of the Buyer’s Conditions are not satisfied on the Closing Date with respect to each of the Premises (a “Buyer’s Condition Failure”), then Buyer shall have the right, in its sole discretion, and in addition to its other rights and remedies hereunder, to: (i) terminate this Agreement, in which case this Agreement shall be null and void in all respects, and th...
Conditions to Buyer’s Obligation to Close. The Buyer’s obligation to consummate the purchase of the Shares hereunder is subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
a. The representations and warranties of the Seller were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
b. The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects;
c. To the Seller’s knowledge, no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of governmental authority, which enjoins or prohibits the consummation of this Agreement and shall be in effect.
d. To the Seller’s knowledge, there shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages.
e. The Seller shall have obtained in a timely fashion any all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement.
f. The closing deliverables set forth in Section 3(a) shall have been delivered to the Buyer
Conditions to Buyer’s Obligation to Close. The obligations of the Buyer to complete the Closing under this Agreement are subject to the fulfillment of the following conditions:
Conditions to Buyer’s Obligation to Close. Buyer’s obligation to purchase the Acquired Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
Conditions to Buyer’s Obligation to Close. Buyer's obligation to close Escrow under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent:
