Conditions to the Partnership’s Obligations. The obligation of the Partnership to consummate the sale and issuance of the Purchased Units to each Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):
(a) the representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(b) such Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; and
(c) such Purchaser shall have delivered, or caused to be delivered, to the Partnership the Purchaser’s closing deliveries described in Section 2.06(b), as applicable.
Conditions to the Partnership’s Obligations. The obligation of the Partnership to consummate the Exchange is subject to the fulfillment, to the Partnership’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:
Conditions to the Partnership’s Obligations. The Partnership's ------------------------------------------- obligations hereunder are subject during the full term of this Agreement and the Offering to the conditions that: (a) the Registration Statement on Form SB-2 pertaining to the Offering shall have been declared effective by the SEC and shall remain effective; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Units shall have been issued or proceedings therefor initiated or threatened by any state or federal regulatory agency, including, without limitation, the SEC or the Commodity Futures Trading Commission; and (c) VII shall have satisfactorily performed all of its obligations hereunder.
Conditions to the Partnership’s Obligations. The obligation of the Partnership to consummate its sale of Purchased Units on the Closing Date shall be subject to the satisfaction of each of the following conditions (any or all of which may be waived by the Partnership with respect to itself, in whole or in part):
(i) The representations and warranties of Dealer contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(ii) Dealer shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the date hereof;
(iii) Dealer shall have executed the Forward Confirmation and the tax certification required thereunder and the conditions to effectiveness thereunder shall have been satisfied or waived; and
(iv) Dealer shall have delivered, or caused to be delivered, to the Partnership the closing deliveries described in (e) below on or prior to the date hereof.
Conditions to the Partnership’s Obligations. The obligation of the Partnership to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Partnership (with the approval of the Conflicts Committee):
(a) all necessary filings with and consents, approvals, licenses, permits, and orders of any Governmental Authority required by Law for the consummation of the transactions contemplated in this Agreement shall have been made and obtained (or any applicable waiting period shall have expired), other than those that do not or would not reasonably be expected, in the aggregate, to have a material adverse effect on OpCo or the Partnership;
(b) (i) the Fundamental Representations of OpCo set forth in Section 3.2(a), Section 3.2(b), Section 3.2(c), and Section 3.2(d)(i) and (ii) shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) and (ii) all other representations and warranties of OpCo contained in this Agreement shall be true and correct in all material respects (disregarding all qualifications as to materiality and material adverse effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date);
(i) the Fundamental Representations of Westlake set forth in Section 3.3(a) and Section 3.3(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) and (ii) all other representations and warranties of Westlake contained in this Agreement shall be true and correct in all material respects (disregarding all qualifications as to materiality and material adverse effect and qualifications of similar import contained therein) as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a cer...
Conditions to the Partnership’s Obligations. The Partnership’s obligation to issue and sell the LP Units to the Investor shall be subject to: (i) the delivery by the Investor, in accordance with the provisions of this Agreement, of the purchase price for the LP Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor in this Agreement and the fulfillment of those undertakings of the Investor in this Agreement to be fulfilled prior to the Closing Date.
Conditions to the Partnership’s Obligations. The obligations of the Partnership hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: (a) at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Units remain unsold, the Registration Statement shall remain in full force and effect authorizing the offer and sale of the Units; (b) no stop order suspending the effectiveness of the Offering or other order restraining the offer or sale of the Units shall have been issued nor proceedings therefor initiated or threatened by any state regulatory agency or the SEC; and (c) the Investment Advisor shall have satisfactorily performed all of its obligations hereunder and complied with the covenants set forth in Section 6 hereof.
Conditions to the Partnership’s Obligations. The obligation of the Partnerships to acquire the Property Company Interests and the Contributed Assets from the Contributing Parties and to pay the Contribution Amount is subject to satisfaction prior to or simultaneously with the Closing of the following conditions, any of which may be waived in writing in whole or in part by the Partnerships. Subject to Section 12.05(b), a failure of the circumstances made a condition under this Section 8.01 shall not constitute a waiver of any covenants, warranties and representations provided for elsewhere in this Agreement; provided, however, that notwithstanding the foregoing,
Conditions to the Partnership’s Obligations. The obligation of the Partnership to proceed with the Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived (to the extent legally permissible) in writing, in whole or in part, as to a Party by the Partnership:
Conditions to the Partnership’s Obligations. The obligations of the Partnerships to consummate the Closing are subject to the following conditions, any of which may be waived by the Partnerships in their sole discretion:
