CONDITIONS TO SELLERS and Buyer's Obligations. ---------------------------------------------- The obligations of Seller and Buyer to consummate and effect the sale pursuant to this Agreement shall be subject to the following additional condition, unless waived by Seller and Buyer:
CONDITIONS TO SELLERS. OBLIGATION TO CLOSE 27 9.1 Buyer’s Representations and Warranties 27 9.2 Performance of Covenants 28 9.3 Other Deliveries 28 ARTICLE 10 CERTAIN PRE-CLOSING COVENANTS OF SELLERS 28 10.1 Notice Regarding Certain Actions 28 10.2 Access 29 10.3 ROFO and Tag-Along Rights 29 10.4 Acquisition Proposals 31 10.5 Termination of Confidentiality Agreement 31 ARTICLE 11 ADDITIONAL COVENANTS 31 11.1 Further Assurances 31 11.2 Communications with Governmental Authorities 32 11.3 Regulatory Authorizations 32 11.4 No Control of Operations 33 11.5 Public Announcements 34 11.6 SEC Compliance 34 11.7 Extension of Bank Loan Agreement 35 11.8 Appointment of Board Representatives 35 11.9 Tax Matters 36 11.10 Expenses 36 ARTICLE 12 SURVIVAL; INDEMNIFICATION 37 12.1 Survival 37 12.2 Indemnification 37 12.3 Limitations on Indemnification 38 12.4 Backstop Letters of Credit 39 12.5 Indemnification Procedures 39 12.6 Existing Claims 42 12.7 Litigation Cooperation 42 12.8 Tax Benefits 42 12.9 Third Party Recovery 43 ARTICLE 13 TERMINATION 43 13.1 Termination of Agreement 43 13.2 Effect of Termination; Remedies 44 13.3 Termination Remedies. In the event that: 45 13.4 Specific Performance 45 ARTICLE 14 MISCELLANEOUS PROVISIONS 46 14.1 Notices 46 14.2 Entire Agreement 48 14.3 Amendments and Waivers 48 14.4 Governing Law 49 14.5 Jurisdiction and Venue 49 14.6 WAIVER OF TRIAL BY JURY 49 14.7 Binding Effect 50 14.8 Interpretation 50 14.9 Severability 51 14.10 Counterparts 51 14.11 Third Parties 51 14.12 Assignment 51 14.13 Schedules and Exhibits 51 14.14 Time Periods 52 SCHEDULES Schedule I Purchased Interests Schedule 1.1(a)(i) Barclays Knowledge Parties Schedule 1.1(a)(ii) Archstone Knowledge Parties Schedule 1.1(b) Bank of America Knowledge Parties Schedule 4.3 Seller Consents and Approvals; No Violations Schedule 4.4.1 Ownership of Purchased Interests Schedule 4.5 Litigation Schedule 5.2 Archstone Consents and Approvals; No Violations Schedule 5.3.1(a) Capitalization of the Primary Archstone Entities Schedule 5.3.2(a) Capitalization of the Archstone Subsidiaries Schedule 5.3.2(b) Options Schedule 5.4 Books and Records Schedule 5.5.1 Financial Statements Schedule 5.6 No Undisclosed Liabilities Schedule 5.7 Liquidation, Dissolution, Conversion and Merger Schedule 5.8.1 Taxes Schedule 5.8.2 Tax Protection Agreements Schedule 5.8.3 Partnerships Without Section 754 Elections Schedule 5.9 Compliance with Laws and Orders Schedule 5.10.2 Legal Proceedings Schedule 5.10.3 Bankruptcy Proceedings S...
CONDITIONS TO SELLERS. Obligations All obligations of Seller under this Agreement are subject to the fulfillment, at the option of Seller, at or prior to the Closing Date, of each of the following conditions: 7.1
CONDITIONS TO SELLERS. OBLIGATIONS49 Section 9.1. Delivery of Purchase Price Shares. 49 Section 9.2. Payment for CBE Shares. 49 Section 9.3. SEi's Closing Deliveries. 49 Section 9.4. Governmental Consents and Approvals. 50 Section 9.5. No Injunction or Proceeding. 50
CONDITIONS TO SELLERS. OBLIGATIONS 16 6.1 Representations and Warranties 17 6.2 Performance of Agreement 17 6.3 Governmental Approvals 17 6.4 No Adverse Proceeding 17 6.5 Certificate 17 ARTICLE VII REMEDIES 17 7.1 Indemnification of Purchaser 17 7.2 Indemnification of Sellers 18 7.3 Survival 18 7.4 Notice of Claim 18 7.5 Right to Contest Claims of Third Parties 18 7.6 Arbitration 20 ARTICLE VIII MISCELLANEOUS PROVISIONS 21 8.1 Notice 21 8.2 Entire Agreement 22 8.3 Assignment; Binding Agreement 22 8.4 Severability 23 8.5 Counterparts 23 8.6 Headings; Interpretation 23 8.7 Expenses and Transactions 23 8.8 Waiver; Consent 23 8.9 Governing Law 24 8.10 Exhibits and Schedules 24
CONDITIONS TO SELLERS. OBLIGATIONS
CONDITIONS TO SELLERS. OBLIGATIONS Each of the obligations of the Seller to be performed hereunder shall be subject to the satisfaction (or waiver by Seller) at or prior to the Closing of each of the following conditions. The conditions are for the exclusive benefit of the Seller, all or any of which may be waived by the Seller. If any condition is not satisfied on or before the earlier of the Closing Date and the Termination Date, the Seller may terminate this Agreement by notice to the Buyer. Seller's decision to close shall evidence conclusively the satisfaction of all conditions (but shall not be a waiver of any breach of representation, warranty or covenant committed by the Buyer). 33 40 9.1
CONDITIONS TO SELLERS. AND BUYER'S OBLIGATIONS
CONDITIONS TO SELLERS. OBLIGATIONS In addition to the conditions set forth in Article VIII, the obligations of Seller to consummate the transactions contemplated hereby on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived by Seller to the extent permitted by law: 6.1
CONDITIONS TO SELLERS. OBLIGATIONS 27 SECTION 9.1. REPRESENTATIONS AND WARRANTIES TRUE 27 SECTION 9.2. OBLIGATIONS PERFORMED 27 SECTION 9.3. NO ADVERSE LITIGATION 27 SECTION 9.4. REGULATORY APPROVAL 27 SECTION 9.5. LESSORS' CONSENTS 27 SECTION 9.6. PURCHASER’S DEADLINES 27 SECTION 9.7. CORPORATE APPROVAL 27 ARTICLE X - TERMINATION 28 SECTION 10.1. METHODS OF TERMINATION 28 SECTION 10.2. PROCEDURE UPON TERMINATION 28 SECTION 10.3. PAYMENT OF EXPENSES 29 ARTICLE XI - MISCELLANEOUS PROVISIONS 29 SECTION 11.1. AMENDMENT AND MODIFICATION 29 SECTION 11.2. WAIVER OR EXTENSION 29 SECTION 11.3. ASSIGNMENT 29 SECTION 11.4. CONFIDENTIALITY 30 SECTION 11.5. ADDRESSES FOR NOTICES, ETC 30 SECTION 11.6. COUNTERPARTS 31 SECTION 11.7. HEADINGS 31 SECTION 11.8. GOVERNING LAW 31 SECTION 11.9. SOLE AGREEMENT 31 SECTION 11.10. PARTIES IN INTEREST 31 SECTION 11.11 CALCULATION OF DATES AND DEADLINES 31 PURCHASE AND ASSUMPTION AGREEMENT
