Common use of Conditions to Seller's Obligations to Sell Clause in Contracts

Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any Property. (b) All consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller shall have actually received the Purchase Price in cash. (d) Buyer shall not otherwise be in material default of its material obligations hereunder. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Brandywine Realty Trust), Purchase and Sale Agreement (Brandywine Realty Trust)

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Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties Property is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any Propertyhereby. (b) All consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller Buyer shall have actually received deposited with the Title Company the entirety of the Purchase Price in cashPrice, subject to the prorations set forth herein, any permitted deductions and credit for the Deposit. (d) Buyer shall not otherwise be in material default of its material obligations hereunder, it being understood and agreed that a failure of Buyer to purchase the Property shall be deemed a material breach by Buyer of this Agreement, excusing performance by Seller. (e) Each of the documents required to be delivered by Buyer pursuant to Section SECTION 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Conditions to Seller's Obligations to Sell. Each Seller's obligation to sell the Properties is conditioned upon the satisfaction (or such Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any Property. (b) All Except as set forth in Section 3.5, all consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller Buyer shall have actually received paid the balance of the Purchase Price in cashPrice. (d) Buyer shall not otherwise be in material default of its material obligations hereunder, it being understood and agreed that Sellers are acting jointly in selling the Properties, and that a failure of Buyer to purchase any Property (other than as provided in Section 3.5) shall be deemed a material breach by Buyer of this Agreement, excusing performance by any or all of the Sellers. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Spieker Properties Inc)

Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any Property. (b) All Except as set forth in Section 3.5, all consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller shall have actually received the Purchase Price in cash. (d) Buyer shall not otherwise be in material default of its material obligations hereunder. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brandywine Realty Trust)

Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties Property is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any the Property. (b) All consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller shall have actually received the Purchase Price in cash. (d) Buyer shall not otherwise be in material default of its material obligations hereunder. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brandywine Realty Trust)

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Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties Property is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any the Property. (b) All consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller shall have actually received the Purchase Price in cash. (d) Buyer shall not otherwise be in material default of its material obligations hereunder. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brandywine Realty Trust)

Conditions to Seller's Obligations to Sell. Seller's obligation to sell the Properties is conditioned upon the satisfaction (or Seller's written waiver) on or prior to the Closing Date of the following conditions: (a) There shall exist on the Closing Date no pending Order prohibiting, enjoining or restraining Buyer from consummating the transactions contemplated hereby with respect to any Property. (b) All Except as set forth in Section 3.5, all consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby shall have been obtained or made. (c) Seller shall have actually received the Purchase Price in cash. (d) Buyer shall not otherwise be in material default of its material obligations hereunder. (e) Each of the documents required to be delivered by Buyer pursuant to Section 8.3 shall have been delivered as provided therein, and all of Buyer's representations and warranties contained herein shall be true and correct in all material respects as of the Closing Date. (f) Closing shall have occurred under each of the Related Purchase Agreements in accordance with the respective terms thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brandywine Realty Trust)

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