Conditions to the Parties’ Obligations to Close. The obligation of Seller and Buyer to consummate the transactions contemplated hereunder is contingent upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date;
(b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing have been tendered;
(c) The Property will be in substantially the same condition as existed on the date of the engineering report listed on Exhibit E of this Agreement, subject to ordinary wear and tear;
(d) There shall exist no material violation of any law, rule or regulation affecting or relating to the Property or its use, including any environmental law or regulation;
(e) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party (including, in the case of Seller, each Affiliate) that would materially and adversely affect the other party’s ability to perform its obligations under this Agreement;
(f) There shall exist no pending or threatened action, suit or proceeding with respect to the Property or the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby;
(g) With respect to each of the Leases, Seller shall have delivered to Buyer (i) an estoppel certificate executed by Seller in the form of Exhibit F hereto (the “Seller’s Estoppel”) or (ii) a tenant estoppel in the form of Exhibit G hereto or the form required by the applicable Lease (each such certificate being a “Tenant Estoppel”). To the extent that Seller Estoppels are delivered with respect to any Lease, such estoppel shall be deemed of no further force or effect upon the delivery of a Tenant Estoppel from the applicable tenant which is not inconsistent with the Seller Estoppel.
(h) The Buyer shall not be obligated to close the transactions contemplated by this Agreement unless upon the sole condition of payment of the premium, at Closing, the Title Company shall irrevocably commit to issue to Buyer, as the case may be, an ALTA Owner’s Policy of title insurance, with extended coverage (i.e., with ALTA ...
Conditions to the Parties’ Obligations to Close. The respective obligations of each Party to consummate the transactions to be consummated pursuant to this Agreement on the Closing Date shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, any or all of which may be waived in writing, in whole or in part, to the extent permitted by Section 11.7 and Applicable Law.
Conditions to the Parties’ Obligations to Close. Each of the Parties’ obligation at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived by the applicable Party:
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the Transaction shall be conditioned upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; and
(b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing has not been satisfied as of the Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date whereupon Purchaser shall receive a prompt return of the Deposit, other than the Independent Consideration which shall be delivered to Seller, or elect to close, notwithstanding the non- satisfaction of such condition, in which event such party shall be deemed to have waived such condition.
Conditions to the Parties’ Obligations to Close. 4.1 Conditions to Company’s and Trustee’s Obligations to Close. The respective obligations of Company, on the one hand, and the Trustee, on the other, to consummate the transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) No judgment, decree, injunction, order or proceeding shall be outstanding or threatened by any Governmental Entity which prohibits or materially restricts the effectuation of, or threatens to invalidate or set aside, the Agreement.
(b) No Rule shall be outstanding or threatened by any Governmental Entity which prohibits or materially restricts the consummation of, or threatens to invalidate or set aside, the Agreement or which would not permit the businesses presently carried on by Company to continue materially unimpaired following the Closing.
Conditions to the Parties’ Obligations to Close. The obligation of Contributor, on the one hand, and Acquirer, on the other hand, to consummate the transactions contemplated hereunder shall be contingent upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Effective Date and the Closing Date.
(b) The other party shall have delivered, or caused to be delivered, and shall have performed, each of the items and obligations required to be delivered or performed by it hereunder.
(c) The parties shall have amended the Leases and/or executed new leases, in each case in form mutually acceptable to Contributor and Acquirer, to effect the terms specified in Sections 7.2(a) and 18.2 hereof.
Conditions to the Parties’ Obligations to Close. The obligation of Contributor, on the one hand, and Acquirer, on the other hand, to consummate the transactions contemplated hereunder shall be contingent upon the following:
(i) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Effective Date and the Closing Date.
(ii) The other party shall have delivered, or caused to be delivered, and shall have performed, each of the items and obligations required to be delivered or performed by it hereunder.
(iii) The Operating Partnership shall have (A) adopted the Second Amended and Restated Agreement of Limited Partnership of Physicians Realty L.P. in form reasonably acceptable to each Contributor and (B) secured all required consents and approvals for the adoption of the Second Amended and Restated Agreement of Limited Partnership of Physicians Realty L.P. The rights of each Preferred OPU will include (A) a 5% annual preferred return on the $200 stated value of each Preferred Unit, (B) distributions equal to the distributions that would be received by the holder of one common unit of limited partnership interest of the Operating Partnership to be distributed in priority to distributions to holder of such common units, (C) redemption and transfer rights and limitations similar to those applicable to such common units (adjusted to account for the above preferred return) and (D) such other rights as customarily accrue to an equity security senior in priority to the common units. For the avoidance of doubt, the Preferred OPUs will have no consent rights with respect to future issuances by the operating partnership of other Preferred OPUs or any securities senior or equal in priority to the Preferred OPUs.
Conditions to the Parties’ Obligations to Close. The respective obligations of AvStar and Pangea to enter into the Exchange are subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Buyer, on the other hand, to consummate the transactions contemplated hereunder shall be contingent upon the following:
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of SELLER, on the one hand, and BUYER, on the other hand, to consummate the transactions contemplated under this Agreement shall be contingent upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date; and
(b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered; and
