Other Conditions to the Obligations of Parent REIT, Parent OP and Parent Sub Sample Clauses

Other Conditions to the Obligations of Parent REIT, Parent OP and Parent Sub. The obligations of Parent REIT, Parent OP and Parent Sub to consummate the Contemplated Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by Parent REIT or Parent OP of the following further conditions: (a) The representations and warranties of the Company (i) set forth in Section 3.2, Section 3.3, Section 3.7(a), Section 3.14(b) (with respect to any Group Companies that own, directly or indirectly, any material interests in real property) and Section 3.14(p) (the “Specified Representations”) shall be true and correct in all respects on the Closing Date as though made on the Closing Date (except for such representations and warranties made as of a specified date, which shall have been true and correct in all respects as of that specified date) other than in the case of Section 3.2 for de minimis exceptions, and (ii) set forth in Article 3 (other than the Specified Representations and the representations and warranties in Section 3.4(b) with respect to the 2008 Unaudited Financial Statements), disregarding qualifications therein as to “material,” “materiality” (or words of similar import) or “Company Material Adverse Effect,” and excluding any Known Claims, to the extent included in the calculation of the Known Claims Escrow Amount with respect thereto, shall be true and correct in all respects on the Closing Date as though made on the Closing Date (except for such representations and warranties made as of a specified date, which, disregarding qualifications therein as to “materiality” or “Company Material Adverse Effect,” shall have been true and correct in all respects as of that specified date), unless, in the case of clause (ii) only, the failure or failures of all such representations and warranties, disregarding qualifications therein as to “materiality” or “Company Material Adverse Effect,” to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (b) The Company shall have performed and complied in all material respects with all covenants (other than the covenants set forth in Section 6.11 and Section 6.13) required to be performed or complied with by the Company under this Agreement (including any obligation relating to the Group Companies) on or prior to the Closing Date; (i) The representations and warranties of the Contributors and LVP REIT set forth in Article 4 shall be true and correct in all material respects o...
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Related to Other Conditions to the Obligations of Parent REIT, Parent OP and Parent Sub

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

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