Purchaser’s Conditions Precedent to Closing. The obligation of the Purchaser to complete the transaction contemplated by this Agreement on Closing shall be subject to the conditions set forth in this section 9. These conditions are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion, by written notice to the Vendor.
(a) On or before the expiration of the Inspection Period, the applicable senior officers of the Purchaser shall have approved the transaction contemplated by this Agreement.
(b) Intentionally deleted
(c) On or before the Closing Date, all consents, approvals and assumptions required under the Permitted Encumbrances or under any other agreement affecting the Property in connection with the transaction contemplated by this Agreement shall have been obtained and delivered to the Purchaser or entered into by all necessary parties.
(d) On the Closing Date, the title to the Property shall be a good and marketable freehold title, free and clear of all hypothecs, mortgages, liens, charges, encumbrances, restrictions, leases and any other claims and interests whatsoever except for the Permitted Encumbrances.
(e) On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed at the times contemplated herein.
(f) On the Closing Date, the representations and warranties of the Vendor set out in section 3(a) hereof shall be true and accurate with the same effect as if made on and as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of the Vendor executed by a senior signing officer of the Vendor dated as of the Closing Date to this effect.
(g) No adverse change shall have occurred with respect to the Property or the Movables, including the legal, physical and financial aspects of the Property and/or the Movables since the date of last inspection thereof by the Purchaser.
(h) No notice has been received and remains outstanding from any Authority advising of any defects in the construction of the Building or relating to non-compliance with any applicable building restriction, by-laws or other regulations or ordinances, and no work order or active file shall be outstanding from any department of government requiring repairs, alterations, modifications or demolition of the Building or with respect to fire protection or prevention devices in the Building, except as has been disclosed to and expressly...
Purchaser’s Conditions Precedent to Closing. It shall be a condition precedent to Purchaser’s obligation to make a full settlement hereunder that each and every one of the following conditions shall exist on the Closing Date:
Purchaser’s Conditions Precedent to Closing. The obligations of the Purchaser to buy the Sale Shares on the Closing Date are subject to the satisfaction, or waiver at or prior to the Closing, of the following conditions:
Purchaser’s Conditions Precedent to Closing. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Purchaser in writing):
Purchaser’s Conditions Precedent to Closing. It shall be an express precondition to Purchaser’s obligation to purchase the Property that each and every one of the following conditions shall have been satisfied as of the Closing Date (or waived by Purchaser).
Purchaser’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: Seller’s representations and warranties are true and correct as of Closing in all material respects except for Seller’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; Seller has performed its obligation in all material respects; No laws or final orders restrict the Proposed Transaction; All of Purchaser’s Consents have been obtained and are in full force and effect; All of Seller’s closing deliverables have been provided; The Project Contracts and schedules support achievement of the Commercial Operation Date (as defined in the EPC Agreement) on or prior to the Commercial Operation Deadline (as defined in the EPC Agreement); The Project has achieved Availability Completion (as defined in the EPC Agreement) and, if applicable, ESS Availability Completion (as defined in the EPC Agreement); The Project has not, in whole or in part, been synchronized to the electric transmission system; Seller has provided documentation satisfactory to Purchaser with respect to qualification for any applicable tax credits; Seller’s Parent Guaranty is in full force and effect; Any objections to title and survey matters have been cured to Purchaser’s reasonable satisfaction; There are no Seller Material Adverse Effects; and The required Project permits have been issued.
Purchaser’s Conditions Precedent to Closing. Section 8.1 of the Agreement is amended to add the following new subsections:
Purchaser’s Conditions Precedent to Closing. Purchaser's obligation to purchase the Property is subject to its confirmation of the satisfaction of the following conditions precedent:
Purchaser’s Conditions Precedent to Closing. The obligation of Purchaser to purchase the Premises, and close the transaction contemplated hereby is subject to satisfaction of each of the following conditions precedent, the satisfaction of which shall be determined solely by Purchaser in the exercise of its reasonable judgment (unless a different standard is stated). Any of these conditions precedent may be waived in Purchaser's sole discretion.
Purchaser’s Conditions Precedent to Closing. Purchaser shall have no obligation to purchase the Property unless the following additional conditions (“Purchaser’s Conditions Precedent”) have been satisfied or waived in writing by Purchaser at or prior to the Closing;
