Conditions to City’s Obligations. 1. The City’s obligation to close this transaction is subject to the satisfaction, in the City’s reasonable discretion, or waiver by the City in writing, of the following conditions on and as of the Closing:
a. The Buyer’s representations and warranties set forth in this Contract are true, complete, and correct, in all material respects; and,
b. The Buyer has fully performed all of its obligations to be performed by the Buyer, in all material respects.
2. If any of the foregoing conditions have not been satisfied or otherwise waived by the City in writing, on or before the Closing, the City may, in addition to any right or remedy otherwise available to the City, by written notice to the Buyer and the Title Company, cancel this Contract.
Conditions to City’s Obligations. In addition to any other condition set forth in this Agreement in favor of CITY, CITY shall have the right to condition its obligation to purchase the Surplus Property and close the Escrow upon the satisfaction, or written waiver by CITY, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “CITY Conditions to Closing”):
Conditions to City’s Obligations. CITY’s obligations to convey the Property, and the transfer of title to the Property, shall be subject to the satisfaction or written waiver by CITY of each of the conditions precedent set forth in this Section 4.2.
Conditions to City’s Obligations. City’s obligations under this Agreement are expressly conditioned upon Owner entering into and remaining in compliance with (a) the State Agreement; (b) the Interlocal HOME Agreement; and (c) the Interlocal HOME-ARP Agreement. Should Owner fail to satisfy any of these conditions, City shall have no obligation thereafter to convey the Development Property to Owner.
Conditions to City’s Obligations. City’s obligations under this Agreement are subject to satisfaction, on or before the date identified in Section 1.1 hereof, of the following conditions precedent:
Conditions to City’s Obligations. For the benefit of City, the Close of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the following conditions (or City’s written waiver thereof, it being agreed that City may waive any or all of such conditions):
Conditions to City’s Obligations. The City shall be under no obligation to issue a Notice to Proceed or to perform any of its other obligations under this Agreement (other than those obligations arising or relating to actions required to be taken by or on behalf of the City prior to the issuance of the Notice to Proceed) unless the following conditions have been satisfied by the Company or waived by the City (in writing):
(a) The Board and the Local Finance Board shall have finally approved this Agreement and the time for appeal of such decisions shall have expired.
(b) The Company and the Guarantor shall each have delivered to the City its certificate of incorporation and certificate of good standing.
(c) The Company and the Guarantor shall each have delivered an opinion of counsel to the effect that the Company and the Guarantor, as applicable, have been validly organized and created and shall be validly existing under the laws of the jurisdiction in which it was incorporated.
(d) The Guarantor shall have delivered the Guaranty Agreement to the City and an opinion of counsel to the Guarantor stating that the Guarantor is authorized to enter into, execute, deliver and perform its obligations under the Guaranty Agreement, the Guaranty Agreement is valid and binding upon the Guarantor and no litigation is pending or threatened against the Guarantor which would impair its ability to perform its duties under the Guaranty Agreement.
(e) The Company shall have delivered to the City (1) a certificate of an Authorized Representative of the Company, to the effect that each of the representations, warranties and covenants set forth in Section 4.2 are true and correct and (2) an opinion of counsel to the effect set forth in Sections 4.2(a), (b), (c), (f), (g), (h) and (i).
(f) The Company, its employees and/or its subcontractors, if applicable, shall have obtained all applicable Permits, if any, that are necessary for the operation, maintenance and management of the System, and that are not expressly required to be obtained by the City hereunder.
(g) The Company shall have submitted to the City, the Trustee and the Authority all appropriate certificates of insurance and all applicable endorsements to such insurance policies, as are required by this Agreement.
Conditions to City’s Obligations. The obligations of the City hereunder are subject to the performance by the Purchaser of its obligations hereunder.
Conditions to City’s Obligations. The obligations of the City hereunder to consummate the transaction contemplated herein are subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by the City, at or prior to Closing.
