Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby is subject to the fulfillment or waiver by Seller at or prior to the Closing Date of the following additional conditions:
(a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Closing Date;
(b) The representations and warranties of Buyer set forth in Article VI shall be true and correct, disregarding any materiality or Material Adverse Effect qualifications therein, as of the Effective Time as though made at and as of the Effective Time (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties to be true and correct that do not, individually or in the aggregate, cause such representations and warranties of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis;
(c) Seller shall have received a certificate from Buyer, signed on its behalf by a senior executive officer of Buyer and dated the Closing Date, to the effect that the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied;
(d) The Required Regulatory Approvals shall have been obtained and shall have become Final Regulatory Orders, shall not impose a Burdensome Condition on Seller, and shall not or would not result in a material adverse effect on Seller and its Affiliates, taken as a whole;
(e) Except as would not, in the aggregate, result in a material adverse effect on Seller and its Affiliates, taken as a whole, all consents and approvals of third parties (other than the Required Regulatory Approvals) required in connection with the consummation of the transactions contemplated hereby shall have been obtained; and
(f) Seller shall have received the other items to be delivered pursuant to Section 4.4.
Conditions to Seller’s Closing Obligations. Sellers’ obligations to close the Transaction are subject to the satisfaction of the following conditions:
Conditions to Seller’s Closing Obligations. The obligation of Seller to effect the transactions contemplated hereby is subject to the fulfillment or waiver by Seller at or prior to the Effective Date of the following additional conditions:
(a) Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Buyer on or prior to the Effective Date;
(b) The representations and warranties of Buyer set forth in Article VI shall be true and correct (without giving effect to any limitation as to materiality or Material Adverse Effect set forth therein) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representation and warranty will be true and correct only as of such date), except for any failure or failures of such representations and warranties to be true and correct that do not, individually or in the aggregate, cause such representations and warranties of Buyer to be materially inaccurate taken as a whole or have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; and
(c) Seller shall have received a certificate from Buyer, signed on its behalf by an officer of Buyer and dated the Effective Date, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.
Conditions to Seller’s Closing Obligations. The obligations of Sellers under this Agreement with respect to the Closing are subject to the satisfaction, on or before the Closing Date, of the conditions set out in this Section 9.03, any one or more of which may be waived in whole or in part by Sellers as provided in Section 11.09.
Conditions to Seller’s Closing Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller's obligation to complete the Closing is subject to the complete fulfillment (unless expressly waived in writing by Seller) of all of the following conditions at or before the Closing:
Conditions to Seller’s Closing Obligations. Each obligation of SELLERS to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Section 10, except to the extent that such satisfaction is waived by SELLERS in writing.
Conditions to Seller’s Closing Obligations. Seller’s obligation to sell the Property to Buyer and close the Transaction is condition on the satisfaction by Buyer or waiver by Seller of each of the following conditions:
Conditions to Seller’s Closing Obligations. Sellers’ obligation to close the transactions contemplated hereunder is subject to the satisfaction by Buyer, at or prior to the Closing, of the following conditions (unless waived in writing by KMC):
(a) The representations and warranties of Buyer set forth herein are correct in all material respects as of the Closing as those they were made as of the Closing.
(b) Buyer shall have fully performed and complied in all material respects with the covenants hereunder that are to be performed or complied with by it at or prior to the Closing.
Conditions to Seller’s Closing Obligations. Each obligation of SELLERS to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Section 10, except to the extent that such satisfaction is waived by SELLERS in writing.
10.1 Performance by insci-statements and . insci-statements and INFINITESPACE shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement required to be performed or complied with by insci-statements and INFINITESPACE on or before Closing.
Conditions to Seller’s Closing Obligations. Seller’s obligations at Closing are subject to the satisfaction, in Seller’s sole and absolute discretion, of the following conditions, provided that Seller may waive, at its election, upon written notice any or all of such conditions on or prior to the Closing.
9.8.1 Purchaser shall have performed all of the material obligations required to be performed by Purchaser under this Agreement.
9.8.2 Purchaser has paid the Purchase Price (as adjusted for prorations and credits described herein) into escrow with Title Company.
9.8.3 Purchaser’s representations and warranties contained in this Agreement shall be true and correct as of the Closing Date in all material respects.
9.8.4 Purchaser shall have executed and delivered or caused to be executed and delivered to Seller and/or the Title Company, as herein provided, all documents, instruments and information required hereby to be delivered by Purchaser. If any condition set forth in this Section 9.8 is not met, Seller may (a) terminate this Agreement prior to Closing, or (b) waive any such condition and proceed to Closing on the Closing Date, or (c) if the failure of the condition to be met constitutes, or is the result of, a breach or default by Purchaser, then Seller may exercise its remedies under Section 10.2.
