Purchaser’s Conditions Precedent. Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:
Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions:
(a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.
(b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.
(c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement.
(d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing.
(e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company.
(f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser.
(g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto.
(h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated.
(i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).
Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the purchase of the Purchased Shares under this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part).
Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser:
(a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date;
(b) no Total Loss of the Aircraft shall have occurred;
(c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser);
(d) [Intentionally left blank];
(e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents;
(f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date,
(g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4;
(h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate;
(i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention;
(j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are...
Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent:
(a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;
(b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;
(c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof;
(d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1; and
(e) the Company shall have executed and delivered to Purchaser each of the other Transaction Documents.
Purchaser’s Conditions Precedent. The obligations of Purchaser hereunder to execute or deliver the items it is required to deliver pursuant to Section 2.4.1(a) are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Purchaser’s Conditions Precedent. The obligation of the Seller to sell the Subsequent Receivables hereunder is subject to the satisfaction of the following conditions precedent:
Purchaser’s Conditions Precedent. The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein with respect to the Property (collectively, the “Purchaser’s Conditions Precedent”):
(i) The Title Company shall stand ready to issue at the Closing an ALTA standard coverage owner’s policy of title insurance with liability in the full amount of the Purchase Price, subject only to the Permitted Exceptions, together with such endorsements as were requested by Purchaser and Title Company irrevocably committed, prior to the expiration of the Due Diligence Period, to issue to Purchaser at Closing (the “Title Policy”), insuring Purchaser’s interest in the Property, dated as of the day of the Closing.
(ii) There shall exist no material breach of (A) any of Seller’s representations and warranties set forth in Section 6, or (B) any other material obligation of Seller hereunder as of the Closing, in either case not cured in accordance with the provisions of Section 19(a).
(iii) Seller shall have delivered to the Escrow Company the items described in Section 13.
(iv) Purchaser shall have received, prior to the Closing, estoppel certificates (collectively, “Tenant Estoppel Certificates”), in the form customarily issued by the Tenant and/or the form set forth in their respective Leases (but if no form is set forth in a particular Lease or if the particular Lease does not otherwise dictate the contents of a Tenant Estoppel Certificate, then in the form attached hereto as Exhibit N-1) executed by each Tenant whose premises contains more than ten thousand (10,000) square feet of leasable area (collectively, the “Major Tenants”) and from remaining Tenants leasing in the aggregate not less than seventy-five percent (75%) of the remaining leasable floor area of the Property (the “Estoppel Threshold”). Tenants (other than Major Tenants) that do not execute a Tenant Estoppel Certificate, Seller shall execute a certificate in the form of Exhibit N attached hereto (the “Seller Certificate”). Purchaser may disapprove any Tenant Estoppel Certificate or Seller Certificate hereunder only if such Tenant Estoppel Certificate or Seller Certificate reflects a default by Seller or Tenant under the Lease in question, reflects information that is inconsistent with the Rent Roll in any material respect or reflects information that is not substantially consistent with the Due Diligence Materials; and any disapproval of a Tenant Estoppel Certificate or Sel...
Purchaser’s Conditions Precedent. This Agreement and the obligations of the Purchaser under this Agreement are subject to the fulfilment of the following conditions:
(a) the Vendor’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Date as though such representations and warranties were made as of such time;
(b) the Vendor shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Date;
(c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any event, condition, change of circumstances or other fact in relation to the Vendor which has occurred that has had a material adverse impact on the Vendor or will have a material adverse impact on the business of the Purchaser upon completion of the transactions contemplated herein; and
(d) the Purchaser shall have received from the Vendor a certified copy of resolutions of the directors of the Vendor containing a list of directors of the Vendor willing to act as a Vendor Nominee.
Purchaser’s Conditions Precedent. The obligations of Purchaser under this Agreement are contingent upon the satisfaction (or written waiver by Purchaser) of each and all of the following conditions precedent (“Conditions Precedent”) on or before the Outside Closing Date:
