Conditions to Obligations of Transferee. Operating Partnership and Parent. The obligations of each the Operating Partnership, the Transferee and the Parent under this Agreement to enter into and complete the Closing are subject to the following condition precedent:
Conditions to Obligations of Transferee. The obligations of Transferee to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferee’s waiver, at or prior to the Closing, of each of the following conditions:
7.2.1. The representations and warranties of Transferor contained in Article 4 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the Closing Date with the same effect as though made at and as of such date.
7.2.2. Transferor shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
7.2.3. No action shall have been commenced against Transferee or Transferor, which would prevent the Closing.
7.2.4. From the date of this Agreement, no event or events shall have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a material adverse effect on the Transferred Assets or Transferor’s ability to consummate the transactions contemplated by this Agreement.
7.2.5. Transferor shall have delivered to Transferee duly executed counterparts to the Transaction Documents and such other documents and deliveries set forth in Section 3.2.1.
7.2.6. Transferee shall have obtained all Permits that are necessary for it to operate the Transferred Assets as of the Closing Date, and all Permits included in the Transferred Assets shall have been modified to describe the obligations of Transferor and Transferee, respectively, as determined by Transferee in its sole discretion.
7.2.7. All Encumbrances relating to the Transferred Assets other than the Permitted Encumbrances shall have been released in full, and Transferor shall have delivered to Transferee written evidence, in form satisfactory to Transferee in its sole discretion, of the release of such Encumbrances.
7.2.8. Transferor shall have delivered to Transferee such other documents or instruments as Transferee reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
7.2.9. Transferor shall have delivered its certification of the Transferred Assets Value as of the Closing Date.
Conditions to Obligations of Transferee. In addition to any other conditions contained in this Agreement, the obligations of Transferee under this Agreement to acquire the Membership Interests and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date, as may be extended pursuant to this Agreement, except to the extent that any of such conditions may be waived by Transferee in writing at Closing.
Conditions to Obligations of Transferee. The obligation of Transferee to complete the closing of the transactions contemplated hereby on the Closing Date is, at its option, subject to the satisfaction of each of the following conditions:
Conditions to Obligations of Transferee. The obligation of the Transferee to purchase the Shares is subject to the fulfillment or waiver by the Transferee of each of the following conditions on or before the Closing Date:
Conditions to Obligations of Transferee. The obligations of Transferee hereunder to receive the Interests are subject to the fulfillment, at or before the Execution Date, of each of the following conditions (all or any of which may be waived in whole or in part by Transferee in its sole discretion).
Conditions to Obligations of Transferee. The obligations of Transferee to be performed hereunder shall be subject to the satisfaction (or waiver by Transferee) on or before the Closing Date of each of the following conditions:
Conditions to Obligations of Transferee. The obligations of Transferee to effect the Sale are subject to the satisfaction or waiver, at or before the Closing, of each of the following conditions, except to the extent that the failure of any such condition results in damage to Transferee that is fully compensable by monetary damages:
