Purchaser’s Conditions Sample Clauses

Purchaser’s Conditions. Purchaser’s obligations under this Agreement are subject to the satisfaction of the following conditions: (a) All representations and warranties of Sellers in this Agreement shall be true in all material respects with respect to an Asset on and as of the Applicable Closing Date for such Asset; (b) Any supplement to the Disclosure Memorandum delivered by Sellers prior to the Applicable Closing for an Asset shall not reflect a Material Adverse Effect, collectively, with respect to the Assets to be transferred and conveyed at such Applicable Closing; (c) Sellers shall have performed and complied in all material respects with all of their obligations under this Agreement with respect to an Asset which are to be performed or complied with by Sellers prior to or on the Applicable Closing Date for such Asset; (d) Sellers shall have obtained and delivered to Purchaser the Consents as to the Tenant Leases to be transferred and assigned to Purchaser on the Applicable Closing Date; (e) No Order shall then exist that enjoins or prevents the consummation of any of the transactions contemplated hereby; (f) Sellers shall have delivered the items required by Section 2.4(a) hereof; (g) With respect to the Interim Closing only, the Epic Lease Amendment shall have been fully executed and Purchaser shall have received confirmation, reasonably acceptable to Purchaser, that the full execution of the Epic Lease Amendment will resolve pending issues with the appropriate agency or department of the Commonwealth of Virginia with respect to reimbursement payments from such agency or department relating to the Facilities that are subject to the Epic Lease Amendment. In the event that any of the conditions set forth in this Section 7.2 is not satisfied, in the reasonable judgment of Purchaser, prior to the Applicable Closing Date, Purchaser shall have the option either (x) to waive such unsatisfied condition and proceed in accordance with the terms of this Agreement, or (y) to terminate this Agreement with respect to any Closing that has not occurred as of the date of such termination.

Purchaser’s Conditions. The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its discretion: (a) the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Target Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction; (b) the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the representations and warranties of the Target and the Target Shareholders set forth in this Agreement; (c) the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements; (d) the Target will have provided the Purchaser with a legal opinion of its counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors; (e) the title report with respect to the Property, is in form and substance satisfactory to the Purchaser, in its sole discretion; (f) the Technical Report will have been completed and delivered to the Purchaser, in form and substance satisfactory to the Purchaser and its solicitors; (g) all consents, renunciations, authorizations or approvals of third parties, which, in the Purchaser’s reasonable opinion must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the other transactions contemplated herein, must be obtained to the Purchaser’s satisfaction or in accordance with the relevant agreements, covenants or applicable law; (h) the Target will have obtained the consent of any parties from whom consent to the Transaction is required; (i) the Target and the Target Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Target Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Target Shareholders set forth in this Agreement will...

Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Units 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 Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date; (ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing; (iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;

Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser: (a) Seller shall have delivered all of the documents and other items described in Section 5.02. (b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.

Purchaser’s Conditions. In addition to any other conditions set forth herein, Purchaser’s obligations hereunder are hereby conditioned upon Purchaser’s satisfaction with respect to each of the following matters: (a) That Seller shall have complied with each and every obligation imposed upon Seller under this Agreement; (b) That each and every representation and warranty of Seller expressed herein shall be true, complete and accurate in all material respects as of the Effective Date and the Closing Date; (c) That Seller shall have terminated each Existing Contract other than the Approved Existing Contracts; (d) That each of the Tenant Estoppels required under Section 31 hereof have been received; and; (e) That the First Mortgage Lender consents to the assumption of existing debt, upon terms and conditions reasonably acceptable to Seller and Purchaser provided that the First Mortgage Lender gives such consent within sixty (60) days after formal request by Purchaser. Purchaser shall make such formal request in writing to First Mortgage Lender within three (3) Business Days after the Effective Date. Purchaser shall give Seller written notice of such action, shall keep Seller reasonably informed of Purchaser’s progress in obtaining such consent, and within three (3) Business Day after Purchaser’s receipt shall provide Seller with a copy of such consent, if granted by the First Mortgage Lender together with the terms and conditions relating to the Loan Assumption, or, if received, any notice disapproving the Loan Assumption. Purchaser shall make reasonable and good faith efforts to satisfy the First Mortgage Lender’s requirements for the Loan Assumption. Purchaser shall bear its own costs, (but not any fees incurred by Seller for its counsel), associated with the Loan Assumption. Seller shall reasonably cooperate in the Loan Assumption process. Notwithstanding anything herein to the contrary, the parties agree that the written approval of Purchaser’s Loan Assumption by the First Mortgage Lender, in form and substance acceptable to Seller and Purchaser, is a condition precedent to the performance by both parties of their obligations under this Agreement, and it is hereby understood and agreed that the Loan Assumption shall be contingent upon: (i) First Mortgage Lender’s agreement that the Seller and any current non-recourse limited guarantors of the Loan will be released from any and all obligations under the Loan at Closing pursuant to a written release agreement duly executed and ackn...

Purchaser’s Conditions. The obligations of Purchaser at the Closing are subject to the satisfaction at or before the Closing of the following conditions precedent (each of which may be waived by Purchaser, in the sole discretion of Purchaser):

Purchaser’s Conditions. The Purchaser shall not be obliged to complete the purchase and sale of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the following conditions have been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time; and each of the Vendors hereby, jointly and severally, covenant and agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Time:

Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.

Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 3.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 3.2 are fulfilled at or before the Closing Time.