Conditions to Performance of Obligations Sample Clauses

Conditions to Performance of Obligations. Upon exercise of the Purchase Option by the Optionees, the transactions contemplated by this Option Agreement and the Closing Documents will be consummated subject only to satisfaction of the following conditions or written waiver of such conditions by Optionees and Grantors: (i) All consents and approvals of Governmental Authorities or third parties, including the waiver of any applicable right of first offer or right of first refusal with respect to each Property Entity, the TRS Entity or the Property, necessary for the parties to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Option Agreement) shall have been obtained. (ii) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of any of the transactions contemplated in this Option Agreement nor shall any of the same brought by a Government Authority of competent jurisdiction be pending that seeks the foregoing. (iii) The consummation of the transactions contemplated by this Option Agreement shall not cause Ashford Hospitality Trust, Inc. (“Ashford Trust”), Ashford Trust OP or any affiliate to breach any covenants under that certain Credit Agreement, dated September 26, 2011, by and among Grantor, Ashford Trust, KeyBanc Capital Markets and KeyBank, National Association, as amended (the “Ashford Trust Credit Agreement”).
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Conditions to Performance of Obligations. (a) The obligations of the Corporation under this Agreement and under each Offer to Purchase in connection with each Offer Closing are subject to the satisfaction of the following conditions: (i) the accuracy in all material respects of the representations and warranties of the Manager and the Subscribers contained in this Agreement as of the date of the Subscriber’s Offer Closing (unless as of a specific date referred to therein, in which case they shall be accurate as of such date); and (ii) all obligations, covenants and agreements of the Manager and the Subscribers required to be performed under the Transaction Documents at or prior to the date of the Subscriber’s Offer Closing shall have been performed. (b) The obligations of the Manager and each Subscriber under this Agreement and under each Offer to Purchase are subject to the following conditions being met: (i) the accuracy in all material respects of the representations and warranties of the Corporation contained in this Agreement as of the date of the Subscriber’s Offer Closing (unless as of a specific date referred to therein, in which case they shall be accurate as of such date); and (ii) all obligations, covenants and agreements of the Corporation required to be performed under the Transaction Documents at or prior to the date of the Subscriber’s Offer Closing shall have been performed.
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Conditions to Performance of Obligations 
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Related to Conditions to Performance of Obligations

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: (a) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and (c) when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.

  • Performance of Obligations The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

  • Performance of Obligations of Company Company shall have performed and complied with all of its obligations under this Agreement in all material respects at or prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Company by the Chief Financial Officer and Chief Operating Officer of Company to such effect.

  • Performance of Obligations of the Company The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

  • Performance of Obligations of Buyer Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.

  • Performance of Obligations of Purchaser Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser by the time of the Closing.

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Performance of Obligations under Loan Documents The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

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