Conditions to Xxxxx’s Obligations. The obligations of Aegis hereunder respecting a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company in all material respects of its obligations hereunder, to the completion by Aegis of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by Aegis in its sole discretion) of the following additional conditions:
Conditions to Xxxxx’s Obligations. Xxxxx’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to satisfaction of the following conditions as of the Closing:
(a) Exclusive possession of the Property shall be delivered to Buyer free and clear of all leases and other occupancy agreements;
(b) Seller shall deliver to Title Insurer on or before the Closing the items set forth in Section 10 above;
(c) Title Insurer shall have irrevocably committed to delivering the Title Policy to Buyer, with extended coverage for the Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates, Xxxxx’s good and marketable title in fee simple to the Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions;
(d) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing;
(e) Since the Effective Date, and subject to Section 7 hereof, no new material and adverse condition exists on the Property that prevents Buyer from developing the Property pursuant to the terms of the Joint Development Agreement;
(f) The Rezoning Contingency shall have been satisfied (if applicable), all Required Permits shall have been obtained from the applicable governmental authorities, and all Required Easements shall have been obtained; and
(g) The Subdivision Plat shall have been recorded in the Mecklenburg County Public Registry. In the event that one (1) or more of the foregoing conditions are not satisfied as of the Closing Date, Buyer may (i) extend Closing for two (2) periods of thirty (30) days each by providing written notice thereof to Seller prior to the initial Closing Date or such extension period and, only in the event the unsatisfied condition is as set forth in subsections (c) or (f) above, paying an additional Extension EMD in the amount of Ten Thousand No/100 Dollars ($10,000.00) directly to Seller in connection with each extension, which amounts shall b...
Conditions to Xxxxx’s Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Xxxxx of each of the following conditions precedent (“Buyer’s Conditions Precedent”):
(a) Title Company will issue the Owner’s Title Policy as specified in Section
(b) Buyer has not issued a Termination Notice in accordance with Section 7.3.
(c) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement.
(d) Seller is not in default of its obligations under this Agreement.
Conditions to Xxxxx’s Obligations. The obligations of Buyer to consummate the transactions contemplated hereby are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by Buyer).
Conditions to Xxxxx’s Obligations. The obligation of Buyer to consummate the Closing is subject to the satisfaction, as of Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Buyer at or prior to Closing):
Conditions to Xxxxx’s Obligations. Buyer’s obligation to consummate the purchase and sale transaction contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions (the “Buyer’s Conditions Precedent”):
Conditions to Xxxxx’s Obligations. In addition to the other conditions set forth herein, the obligations and liabilities of Buyer hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by written notice from Buyer to Seller:
a. Seller has complied with and otherwise performed each of the covenants and obligations of Seller set forth in this Agreement.
b. All representations of Seller as set forth in this Agreement shall be in all respects true and correct as of the Closing Date.
c. There has been no material and adverse change to the title to the Property which has not been cured.
d. There has been no material, adverse change to the existing improvements, topography or landscaping (including, without limitation, trees) located upon the Property and no material waste has occurred thereon.
e. There has been no change of the status of the Property that would materially affect Buyer’s ability to develop the Property.
Conditions to Xxxxx’s Obligations. Buyer’s obligations under this Agreement are conditioned on the occurrence of the Commercial Operation Date for the System on or before the Outside Commercial Operation Date (See Exhibit 1).
Conditions to Xxxxx’s Obligations. The Closing and Xxxxx’s obligation to purchase Parcel B are subject to the satisfaction of the following conditions or Xxxxx’s written waiver of such conditions on or before the Closing Date:
(a) Seller shall have performed all obligations to be performed by Seller pursuant to this Agreement;
(b) Seller’s representations and warranties herein shall be true and correct in all material respects as of the Closing;
(c) Xxxxx’s 1031 Contingency has been satisfied or waived by Buyer;
(d) Xxxxx has obtained the Buyer’s Final Map; and
(e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion.
Conditions to Xxxxx’s Obligations. The obligations of Xxxxx to consummate the transactions that this Agreement contemplates to be consummated at the Closing is subject to the satisfaction of the following conditions, any of which may be waived in writing by Xxxxx.
