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Common use of Purchaser’s Conditions to Closing Clause in Contracts

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 3 contracts

Samples: Purchase and Sale Contract, Purchase and Sale Contract (Consolidated Capital Institutional Properties), Purchase and Sale Contract (Consolidated Capital Institutional Properties)

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Purchaser’s Conditions to Closing. Without limiting (a) Purchaser’s obligations to consummate the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Acquisition hereunder shall be subject to and conditioned upon the fulfillment satisfaction or waiver by Purchaser of the following conditions precedentat or prior to the Closing: 8.1.1 All i) O’Brien shall have delivered to Purchaser all items listed in Schedule 3.3(a)(i); ii) Each of the documents required to be delivered by Seller to Purchaser at the Closing representations and warranties of O’Brien made in or pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations this Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that are made as of a specific date or time, which shall be true and correct to the extent required only as of such specific date or time; 8.1.3 Seller iii) O’Brien shall have performed and complied with, fulfilled and performed in all material respects each with all of the covenants, terms obligations, agreements and conditions required by this Agreement to be performed or complied with, fulfilled or performed with by Seller hereunder; andO’Brien prior to the Closing; 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor iv) There shall have been no material adverse change in the last 6 months a debtor Intellectual Property; v) Except as set forth in Schedule 3.3(a)(v), there is no Proceeding pending or threatened pertaining to the Intellectual Property, or to the Acquisition or its consummation, that shall have been instituted or threatened by any Governmental Body or Person; vi) The Trademark Assignment (the “Trademark Assignment”), Patent Assignment (the “Patent Assignment”) and Domain Name Assignment and assignment of any other documents pertaining to Intellectual Property (collectively, the “Assignment”), shall be executed and delivered by O’Brien to Purchaser on the Closing Date. (b) If (i) O’Brien shall not have been able to obtain any required government or third party consent or approval, (ii) any material representation or warranty of O’Brien shall prove to have been inaccurate or untrue in any bankruptcy proceeding. 8.1.5 There material respect when first made or (iii) O’Brien shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrainhave performed, in all any material respectsrespect, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth contained in this Agreement, and in each case by Closing, then Purchaser shall be entitled, without limitation, (A) not to consummate, pursuant to Section 8.1. If any condition set forth in Sections 8.1.13.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceAcquisition, or (bB) to consummate the Acquisition if such failure constitutes a default by SellerPurchaser, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedydiscretion, (i) notify Seller of Purchaser's election is willing to terminate this Contract and receive a return of consummate the Deposit from the Escrow Agent, or (ii) waive Acquisition on such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricebasis.

Appears in 2 contracts

Samples: Intellectual Property Asset Purchase Agreement, Intellectual Property Asset Purchase Agreement (NuGene International, Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 2 contracts

Samples: Purchase and Sale Contract (Davidson Growth Plus Lp), Purchase and Sale Contract (Century Properties Growth Fund Xxii)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, The following shall be conditions precedent to Purchaser's ’s obligation to close under this Contractthe transaction contemplated hereunder, which conditions may be waived by Purchaser in writing in its sole and absolute discretion: The Title Company shall be irrevocably committed to issue to Purchaser, upon payment of its premium and other charges, aCLTA standard coverage owner’s policy of title insurance, insuring Purchaser as the owner of fee title to the Land and the Improvements, subject to no exceptions other than the Permitted Encumbrances and conditioned upon such additional exceptions as may be approved by Purchaser in writing (the fulfillment of “Title Policy”). Seller shall have performed the following conditions precedent: 8.1.1 All of material obligations required to have been performed, and shall have delivered the documents required to have been delivered, by Seller hereunder, including, without limitation, the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms Section 9.3 above. All of Seller’s representations and conditions hereof warranties contained in or made pursuant to this Agreement shall have been delivered; 8.1.2 Each of Seller's Representations true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of . In the covenants, terms and event that the conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth above in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 9.10.2 are not satisfied (and Purchaser is not metotherwise in default of this Agreement), Purchaser may (a) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser or waive any satisfaction of the foregoing conditions condition(s) and proceed close escrow in either instance by giving written notice to Closing on Seller. In the Closing Date with no offset or deduction from event of such termination, for reasons described above, the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant Deposit shall be returned to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaseras Purchaser may, as its 's sole and exclusive remedy, (i) notify and the parties shall have no further obligations hereunder except those obligations of Purchaser that expressly survive termination of this Agreement; provided, however, that if the failure of one or more of the above conditions, excluding Section 9.10.2(a), is the result of a breach by Seller of Purchaser's election to terminate its obligations under this Contract and receive Agreement, Purchaser may also treat such failure as a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricedefault by Seller hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; 8.1.5 8.1.5. There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, Seller any litigation or threatened litigation which, which if adversely determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding non-binding any of the material covenants or material obligations of Seller; and 8.1.6. Title Company shall be irrevocably committed to issue the Title Policy (subject to payment of the premium therefor) in accordance with Article 4 above. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (National Property Investors 6)

Purchaser’s Conditions to Closing. Without limiting Subject to the rights provisions of Purchaser elsewhere provided for in this ContractSection 8.1, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor any of Seller's member ’s general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; 8.1.5 There Title Company shall not be pending or, prepared and irrevocably committed to issue the Title Policy subject only to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of SellerPermitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.2, 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for the Property, or (b) notify Seller’s Representative (a “Termination Notice”) in writing of Purchaser’s decision to terminate this Contract and receive a return of the Deposit from the Escrow Agent and if such failure constitutes a default by Seller, exercise any of its remedies pursuant under Section 10.2 (subject to Purchaser’s obligation under Section 10.2. If 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a the return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceDeposit).

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject purchase the Property at Closing and to and pay the Purchase Price is expressly conditioned upon the fulfillment following (unless waived in writing signed by Purchaser), and if all these conditions are not satisfied at the Closing, Purchaser may terminate this Agreement in which event the Deposit shall forthwith be returned to Purchaser, whereupon, except for those matters which expressly survive termination hereunder, this Agreement shall be null and void and of the following conditions precedentno further force or effect whatsoever: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of 12.1 Seller's Representations warranties and representations set forth herein shall be true and correct in all material respects (except as Purchaser may have expressly, in writing, waived or accepted any variations) as of the date of Closing Date; 8.1.3 and Seller shall have complied withperformed each and all of its covenants and agreements hereunder within the time provided. 12.2 At Closing, fulfilled Seller shall have delivered estoppel certificates substantially in the form and performed substance of Exhibit 9 (or in all material respects each of the covenantsform, terms if any, prescribed in the applicable Space Lease or, if the tenant is a major or other national tenant, in the form normally and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor customarily obtained from such tenant (provided that no statement in any bankruptcy proceeding nor shall have been such form other than Exhibit 9 reveals or would constitute a breach of a representation of Seller under this Agreement),dated not more than thirty (30) days prior to the Closing Date, from all Space Tenants occupying thousand (5,000) square feet or more, and from Space Tenants occupying in the last 6 months a debtor aggregate not less than eighty (80%) percent of all leased space in any bankruptcy proceeding. 8.1.5 There the Shopping Center (including all over five thousand [5,000] square feet). The estoppel certificates shall not be pending or, to confirm the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, information set forth in Exhibit 3 in all material respects. In the event the preceding condition is not satisfied, then, Purchaser shall have the consummation of any right to terminate this Agreement and obtain the return of the transactions contemplated by this Contract or declare illegalDeposit; however, invalid or nonbinding if Purchaser elects not to terminate (or, in any event, with regard to any such Space Tenant estoppel not delivered even if Purchaser would not have a right to terminate), Seller shall, at Closing, furnish its own estoppel certificate in lieu of the material covenants or material obligations missing tenant estoppel certificates. Seller's estoppel certificates (which shall survive Closing) shall also be in form and substance of SellerExhibit 9. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not metforegoing, Seller shall not be required to deliver its own estoppel containing an assertion Seller in default pursuant good faith believes to Section 10.2be untrue. If any such estoppel of Seller is not in the form or substance of Exhibit 9, and Purchaser mayshall have the right, as at its sole and exclusive remedyoption, (i) notify to accept such varied estoppel of Seller of Purchaser's election or to terminate this Contract Agreement and receive a obtain the return of the Deposit Deposit. To the extent any representation of Seller in this Agreement regarding a Space Lease is expressly confirmed by any such Space Tenant estoppel, Seller shall be released from all post-Closing liability regarding, and to the Escrow Agentextent of, or (ii) waive such condition and proceed to Closing confirmed representations. 12.3 There shall have been no breach on the Closing Date with no offset or deduction from the Purchase Pricepart of Seller of any covenants set forth in Section 5.

Appears in 1 contract

Samples: Contract of Sale (JMB Mortgage Partners LTD Iv)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each of Seller's The (a) Fundamental Representations shall be true and correct in all respects as of the Closing Date, and (b) the Seller’s Representations (other than the Fundamental Representations) shall be true and correct in all material respects as of the Closing Date (other than (x) where Purchaser had actual knowledge that such Seller Representation was not true and correct upon Purchaser’s execution and delivery of this Contract, or (y) where the failure of the Seller’s Representations to be true in all material respects as of the Closing DateDate results from changed facts, conditions, circumstances, or acts or omissions which are (i) expressly permitted pursuant to the terms of this Contract, (ii) covered separately under Articles XI or XII herein, (iii) the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant, or (iv) defaults by any party other than the Property Owner under the Property Contracts or Lease); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending any litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation litigation, which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. ; 8.1.5 Neither Seller nor Property Owner shall be a debtor in any bankruptcy proceeding nor shall Seller or Property Owner have been a debtor in any bankruptcy proceeding; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 Section 8.1 is not metmet with respect to Seller, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if terminate this Contract by delivering written notice to Seller to that effect, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions. Notwithstanding the foregoing, in the event that the failure of any such failure constitutes condition precedent is a result of a default or breach by Seller, Purchaser shall also be entitled to exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price10.2 below.

Appears in 1 contract

Samples: Purchase and Sale Contract (Universal Technical Institute Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 8.1.5. The Housing Authority has not rejected Purchaser’s application for the HAP Assumption. 8.1.6. There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.6 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. If the condition set forth in Section 8.1.5 is not met on or before the Closing Date (as extended pursuant to Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.8, the Deposit shall be returned to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Fund Xiv)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and 8.1.4 Neither No Seller nor any of Seller's member general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if notify Sellers' Representative in writing of Purchaser's decision to terminate this Contract for the Property for which there was such a failure constitutes of condition or default (a default by Seller, exercise any of its remedies pursuant to Section 10.2"Termination Notice"). If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, remedy either (ix) notify Seller of Purchaser's election provide a Termination Notice to Sellers' Representative to terminate this Contract and receive for the Property for which there was such a return failure of the Deposit from the Escrow Agentcondition, or (iiy) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property. If Sellers' Representative receives a Termination Notice, Sellers' Representative may, within 5 Business Days after receiving the Termination Notice, give Purchaser written notice (a "Reinstatement Notice") that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. If Sellers' Representative either fails to provide a Reinstatement Notice within such time frame, or Sellers' Representative provides written notice to Purchaser stating that Purchaser may terminate this Contract for the Property for which there was such a failure of condition, then Purchaser shall be entitled to terminate this Contract for the Property for which there was such a failure of condition and receive a return of the Applicable Share of the Deposit (excluding the Applicable Share of the Non-Refundable Initial Deposit Component except as provided in Section 2.2.1) from the Escrow Agent. Purchaser shall, within 5 Business Days after receiving a Reinstatement Notice, give Sellers' Representative written notice of whether it desires to purchase all of the Properties or terminate this Contract in its entirety. Purchaser's failure to provide Sellers' Representative with written notice within such time frame, that it desires to terminate this Contract in its entirety, shall be deemed Purchaser's decision to purchase all of the Properties. If Purchaser gives Seller's Representative written notice that it desires to terminate this Contract in its entirety, Purchaser shall receive a return of the Deposit (excluding the Applicable Share of the Non-Refundable Initial Deposit Component except as provided in Section 2.2.1) from the Escrow Agent for all Properties.

Appears in 1 contract

Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)

Purchaser’s Conditions to Closing. Without limiting Subject to the rights provisions of Purchaser elsewhere provided for in this ContractSection 9.1, Purchaser's ’s obligation to close each Property under this ContractAgreement, on a Property-by-Property basis, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 (a) All of the documents required to be delivered by the applicable Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 (b) Each of the Seller's ’s Representations of the applicable Seller shall be true in all material respects as of the Closing Date; 8.1.3 (c) The applicable Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and; 8.1.4 Neither (d) None of the applicable Seller nor any of such Seller's member ’s general partners, members, shareholder, or owners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 six (6) months a debtor in any bankruptcy proceeding.; and 8.1.5 There (e) The Title Insurer shall not be pending orprepared to issue the Title Policy for such Property, subject to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Sellerno exceptions other than Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's ’s obligation to Close any of the Properties except as expressly set forth in this Section 8.19.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 9.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing that Property on the Closing Date with no offset or deduction from the Purchase PricePrice for such Property, or (b) notify Sellers’ Representative (a “Termination Notice”) in writing of Purchaser’s decision to terminate this Agreement for the Property for which there was such a failure of condition and receive a return of the Applicable Share of the Deposit, plus Return on Deposit on such Applicable Share, in which event Purchaser shall receive a credit at Closing against the Base Purchase Price for the remaining Properties in an amount equal to the Applicable Share of the Deposit allocated to such terminated Property, and, if such failure of condition is due to an intentional default by any Seller hereunder, the Termination Fee described in Section 11.2(a) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consolidated Capital Properties Iv)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 2)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, The Purchaser's ’s obligation to close under this Contract, shall be consummate the Transaction is subject to and conditioned upon the fulfillment fulfilment, prior to or at the Closing, of each of the following conditions precedent:(any or all of which may be waived in whole or in part by such Purchaser, in its sole discretion): 8.1.1 All 4.1.1. the removal of the documents required to be delivered by Seller to Purchaser at BPT Pledge; 4.1.2. the Closing pursuant to the terms and conditions hereof Company Material Transaction Costs shall have been deliveredpaid from the Escrow Amount, as shall be confirmed by the Company; 8.1.2 Each 4.1.3. Tax risks in relation to CEO’s remunerations: the Seller will provide an indemnity in a side letter for the tax risks in association with ex-CEO Teddy in the form attached hereto as Schedule ‎4.1.3(i); Gil and his company shall give an indemnity in a side letter in the form attached hereto as Schedule ‎4.1.3 (ii) for the Company’s current CEO, Gil. 4.1.4. the representations and warranties of Seller's Representations the Seller and the Company set out in Section ‎5 and of the CEO/CMO of the Company in the Management Letter shall be true and correct as of the date of this Agreement, and shall be true and correct in all material respects (other than representations and warranties qualified by “material” or “in all material respects,” which shall be true, correct and complete), as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except Date as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing though made again on the Closing Date (except to the extent expressly made as of a specific earlier date, in which case on such specified earlier date); 4.1.5. the Seller and the Company shall have performed and complied with all obligations and covenants (including the delivery of any and all Closing deliverables under their responsibility which, for removal of doubt, includes the Joint Escrow Instruction) required by this Agreement and the other Transaction Documents to be performed or complied with by them prior to or at the Closing; 4.1.6. no offset Proceeding shall have been instituted before any Governmental Authority to enjoin, restrain or deduction from prohibit the Purchase Priceconsummation of the Transaction; and 4.1.7. no Material Adverse Event shall have occurred; provided, or (b) however, that if Seller wishes to rely on the occurrence of a Material Adverse Event, it shall give Seller a written notice with respect thereto, promptly after becoming aware of such failure constitutes a default by Sellerevent, exercise any of its remedies pursuant to Section 10.2. If the condition set setting forth in Section 8.1.2 or 8.1.5 is not metdetail the basis for such claim. Seller may, Seller shall not be in default pursuant to Section 10.2promptly, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller in any event within 5 days after receipt of Purchaser's election ’s notice, object to/dispute such notice by delivery to terminate this Contract Purchaser of written notice of such dispute, and receive a return the Parties shall meet to discuss in good faith the dispute within 5 days after receipt of the Deposit from Seller’s notice of dispute; it is understood and agreed that nothing in the Escrow Agent, foregoing notification and discussion process shall prejudice the rights of either the Seller or (ii) waive such condition and proceed to Closing on the Closing Date with no offset Purchaser under this Agreement or deduction from the Purchase Priceapplicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Newater Technology, Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights The obligation of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and consummate the transactions contemplated hereunder are conditioned upon the fulfillment of the following conditions precedentfollowing: 8.1.1 All 2.5.1 The representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations contained herein shall be true in all material respects and correct as of the Closing Date;in all material respects. 8.1.3 2.5.2 Seller shall have performed and complied with, fulfilled with all covenants and agreements required to be performed in all material respects each or complied with by Seller pursuant to this Agreement prior to or as of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrainClosing, in all material respects, . 2.5.3 Seller shall have duly executed and delivered the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything documents and instruments required pursuant to the contrary, there are no other Section 9.1 hereof. 2.5.4 The conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. 11.29 shall have been satisfied as provided therein. 2.5.5 Purchaser shall have obtained valid liquor licenses necessary for the continued operation of the bars, restaurants and lounges and the sale of alcoholic beverages at the Hotel following Closing. 2.5.6 The Title Company (or another nationally recognized title company reasonably acceptable to both Seller and Purchaser) shall be unconditionally committed (subject to the payment of premiums therefor) and ready, willing and able to issue the Title Policy to Purchaser for the Hotel, subject only to the Permitted Exceptions. 2.5.7 Purchaser shall have been able to obtain the audit described in Section 3.7 hereof. 2.5.8 If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions have not been satisfied as of the Date of Closing, then Purchaser shall be entitled to terminate this Agreement by giving Seller written notice to such effect, whereupon Title Company shall return the Deposit to Purchaser and proceed the parties shall thereafter have no further rights or liabilities under this Agreement (except as otherwise provided in Section 10.2 hereof if the failure of such condition to Closing on the Closing Date with no offset or deduction be satisfied results from the Purchase Pricebreach of the terms of, or (b) if such failure constitutes a default under, this Agreement by Seller, exercise any and except as otherwise provided to survive the termination of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceAgreement).

Appears in 1 contract

Samples: Hotel Purchase and Sale Agreement (DiamondRock Hospitality Co)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member ’s general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; 8.1.5 There Title Insurer shall not be pending or, committed (subject only to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any receipt of the transactions contemplated by this Contract or declare illegaltitle insurance premiums) to issue the Title Policy subject only to the Permitted Exceptions; and 8.1.6 The AIMCO Lender shall be ready, invalid or nonbinding any of willing and able to fund the material covenants or material obligations of SellerAIMCO Loan. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is this Section 8.1is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for the Property, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller in writing of Purchaser's election ’s decision to terminate this Contract and receive (a return of “ Termination Notice”), whereupon the Deposit from the Escrow Agent, or (ii) waive such condition and proceed shall be returned to Closing on the Closing Date with no offset or deduction from the Purchase PricePurchaser.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)

Purchaser’s Conditions to Closing. Without limiting the rights All obligations of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be Agreement are subject to and conditioned upon the fulfillment at the Closing of each of the following conditions precedentconditions: 8.1.1 (a) All representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations contained in this Agreement shall be true in all material respects and correct as of the Closing Date; 8.1.3 , and Seller shall have fulfilled all of its covenants and agreements hereunder; (b) Seller shall have fully performed and complied withwith all commitments and conditions hereunder up to the Closing Date; (c) Seller has taken all requisite corporate action to approve this Agreement and the transactions contemplated hereby, fulfilled and performed this Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller enforceable in accordance with its terms, subject to the ratification by Shareholders of Seller; (d) Seller’s Board of Directors have or will have taken all material respects each requisite corporate action to approve this Agreement and the transactions contemplated hereby; (e) The execution, delivery and performance of this Agreement by Seller and the consummation of the covenants, terms and conditions to be complied with, fulfilled transactions contemplated hereby will not conflict with or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been result in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation breach of any of the transactions contemplated by this Contract terms, conditions or declare illegalprovisions of any agreement, invalid contract or nonbinding commitment to which Purchaser is not also a party which is material to the business or properties of Seller as a whole or constitute a material default thereunder or give to the others any material right of termination, cancellation or acceleration thereunder, or otherwise require any approval which has not been obtained; (f) Seller shall have made no sale or other disposition of any of the material covenants Assets and shall have maintained and repaired consistent with past practices the purchased assets and shall not have permitted or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive allowed any of the foregoing conditions purchased assets to be or become and proceed remain subject to Closing on any pledge, lien, security interest or other encumbrance of any kind. (g) Seller has afforded Purchaser and its agents full access, during normal business hours, to all properties books, records and corporate documents pertaining to the Assets and Subject Property as has been requested by the Purchaser. (h) Seller shall have satisfied its covenants set forth herein and shall not have breached any provisions of this Agreement. (i) The Seller shall execute and deliver to Purchaser the Xxxx of Sale and Mineral Deed. (j) Secretary's Certificate. Purchaser shall have received copies of the following, in each case certified as of the Closing Date with no offset or deduction from by the Purchase Price, or (b) if such failure constitutes a default by Secretary of Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, : (i) notify Seller of Purchaser's election to terminate this Contract and receive a return The resolutions of the Deposit from Board of Directors of Seller authorizing the Escrow Agentexecution, or delivery and performance of this Agreement; (ii) waive such condition and proceed to Closing on The bylaws of Seller in effect as of the Closing Date with no offset or deduction from Date; and (iii) The signature and incumbency of the Purchase Priceofficers of Seller authorized to execute and deliver this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Thunder Mountain Gold Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member ’s manager shall be a debtor in any bankruptcy proceeding nor proceeding; 8.1.5 Lender shall have been in approved the last 6 months a debtor in any bankruptcy proceeding.Loan Assumption and Release; and 8.1.5 8.1.6 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing, which, if determined adverselyadversely determined, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in Article III, Article IV, Article XI and this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive in writing any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such failure constitutes a default by Seller of its representations, warranties or covenants hereunder, exercise any of its remedies pursuant to Section 10.2. Notwithstanding the foregoing, if any condition set forth in this Section 8.1 is not met, and proceed Purchaser proceeds to Closing on the Closing Date with no offset or deduction from Date, Purchaser shall be deemed to have waived the Purchase Priceforegoing conditions.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Fund Xvii)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each All of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; 8.1.4 There shall not be any pending litigation or, to the knowledge of either Purchaser or either Seller, any litigation threatened, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of either Seller; 8.1.5 Neither Seller shall have terminated this Contract in accordance with the terms hereof; 8.1.6 If Purchaser has timely submitted a Loan Assumption Application on or before the Loan Assumption Application Submittal Deadline, and thereafter Purchaser has not obtained a Loan Assumption and Release solely as a result of a Lender no longer providing commercial mortgage financing; and 8.1.4 Neither 8.1.7 No Seller nor any of Seller's member ’s general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by a Seller, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Shelter Properties v Limited Partnership)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation threatened, which, if adversely determined, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller; 8.1.4 The Title Insurer shall be committed to the issuance of the Title Policy insuring title to the Property subject only to the Permitted Exceptions, provided, however, if Purchaser elects to obtain additional coverage or endorsements to the base Title Policy, then obtaining such additional coverage or endorsements shall not be a condition precedent to Purchaser’s obligations to close under this Contract; 8.1.5 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.6 Neither Seller nor Seller's ’s managing member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Properties Iv)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of all the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered, including: (a) all the documents required by Section 5.2 of this Contract, (b) the Tenant Estoppels required by Section 8.3.1 of this Contract, (c) the Conforming Ground Lessor Estoppel as required by Section 8.3.2 of this Contract, and (d) the Conforming HOA Estoppel as required by Section 8.3.3 of this Contract; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; provided, however, solely with respect to a failure of Seller’s Representations contained in the final sentence of Section 6.1.14, to be true and correct in all material respects as of the Closing Date, such failure shall not constitute a failure of the condition contained in this Section 8.1.2 so long as such Seller’s Representations remain true in all material respects as of the Closing Date with respect to Leases and Tenants sufficient to meet the Estoppel Threshold; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member Title Insurer shall be a debtor in any bankruptcy proceeding nor shall have been irrevocably committed to issue the Title Policy at Closing, in the last 6 months a debtor in any bankruptcy proceeding.form required hereunder, and subject only to the Permitted Exceptions; 8.1.5 There shall not be pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, (i) restrain the consummation of any of the transactions contemplated by this Contract Contract, or (ii) declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller, or (iii) result in a breach of the representations contained in Section 6.1.3 where the uninsured liability exceeds $250,000, or (iv) result in liability against Seller and/or the Property where the uninsured liability exceeds $250,000; and 8.1.6 Seller shall not be a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.18.1 and in Section 8.3. If Subject to each party’s right to extend Closing under Section 5.1, if any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 8.1.1 through 8.1.6 is not met, Seller shall not be in default pursuant to Section 10.2 (except as otherwise set forth in Section 10.2), and Purchaser may, as its sole and exclusive remedyremedy (except as set forth in Section 10.2), (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, Agent or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. Purchaser’s failure to provide Seller with written notice that it desires to terminate this Contract by 12:00 p.m. Pacific time on the Closing Date shall be deemed Purchaser’s decision to purchase the Property. If the failure of any such conditions results from Seller’s default under Section 10.2 hereof, then Purchaser shall have the rights under Section 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Black Creek Diversified Property Fund Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights The obligations of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Agreement shall be subject to and conditioned upon the fulfillment at or prior to the Closing of the following conditions precedentconditions, unless waived by Purchaser: 8.1.1 All 8.1. Purchaser shall have satisfactorily completed all necessary technical (including, but not limited to, software code review) and legal due diligence of the documents Purchased Assets; 8.2. Seller and Purchaser shall have entered into the Put Agreement which shall be in the form attached hereto as Exhibit C; 8.3. Purchaser shall have entered into independent contractor agreements with each Consultant in forms reasonably satisfactory to Purchaser; 8.4. Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are required to be delivered by convey the Purchased Assets to the Purchaser; 8.5. Seller shall have no litigation pending or threatened with respect to Purchaser at the Purchased Assets; 8.6. From the date of this Agreement through the Closing pursuant Date, there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or substantial impair the terms and conditions hereof shall have been deliveredPurchased Assets; 8.1.2 Each 8.7. All representations and warranties of Seller's Representations Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date;as if such representations and warranties were made at and as of the Closing; and 8.1.3 8.8. Seller shall have complied withperformed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. Should the above conditions not be satisfied to Purchaser's satisfaction, fulfilled and performed in all material respects each its sole discretion, as of the covenantsClosing, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member Purchaser shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election entitled to terminate this Contract Agreement without further liability between Purchaser and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceSeller.

Appears in 1 contract

Samples: Website and Domain Name Acquisition and Transfer Agreement (CrowdGather, Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, consummate the Transactions shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof of Section 5.2 shall have been delivereddelivered in accordance with the terms thereof; 8.1.2 Each of Seller's ’s Representations shall be true and correct in all material respects on and as of the Closing Date (except for the representations that are made with reference to a specific date, which shall be true and correct in all material respects as of such specific date), except for any modifications or inaccuracies thereof that arise from events or circumstances that occur from and after, or first exist following, the Effective Date, are outside of the reasonable control of Seller, are not a breach of any provision of this Agreement and do not result in a Material Adverse Effect; 8.1.3 Subject to Purchaser’s payment of all title insurance premiums and fees, the Title Company is irrevocably committed to issue the Title Policy for each Property; and 8.1.4 Seller shall have performed, in all material respects, each of the covenants to be performed by Seller hereunder on or prior to the Closing Date; 8.1.3 8.1.5 With respect to each Property, either (i) the Required License Approvals shall have been obtained, (ii) Seller shall have complied withexecuted an Interim Arrangement, fulfilled and performed an Assignment of Management Agreement or a Seller Interim Sublease in all material respects each accordance with Section 7.1.10, or (iii) in the event that FHC (DE) LLC D/B/A Blue Harbor Senior Living or any of its Affiliates is the holder of the covenantsapplicable license, terms and conditions X.X. Xxxxxxx Company, or any of its Affiliates acquires, prior to Closing, directly or indirectly, all or substantially all of the assets of FHC (DE) LLC D/B/A Blue Harbor Senior Living. 8.1.6 All Affiliate Agreements shall be complied with, fulfilled or performed by terminated; 8.1.7 Seller hereundershall have exercised its rights to terminate each Management Agreement which is not being assigned to Purchaser under Section 7.4; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 8.1.8 There shall not be in force any order, decree, judgment or injunction of any Governmental Authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Seller hereunder; and there shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing, which, if determined adverselyadversely determined, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract Transactions or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1Seller hereunder. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not metsatisfied at or prior to the Closing Date, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, (b) other than with respect to a failure of the condition set forth in Section 8.1.5 that results in Seller’s right to terminate pursuant to Section 10.1(c), so long as Purchaser is not in default of its obligations hereunder, terminate this Agreement, in which case Purchaser shall receive a return of the Deposit from the Escrow Agent and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, (c) with respect to a failure of the condition set forth in Section 8.1.5 that results in Seller’s right to terminate pursuant to Section 10.1(c), so long as Purchaser is not in default of its obligations hereunder, terminate this Agreement, in which case Seller shall receive the Deposit in accordance with Section 10.1 and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (bc) if such failure constitutes a default by SellerSeller hereunder, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Agreement (New Senior Investment Group Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's Representations shall be true in all material respects as of the Closing Date as if made on the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; 8.1.5 8.1.5. There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing, which, if determined adverselyadversely determined, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller; 8.1.6. On the Closing Date, subject to the payment of all premiums and fees required to be paid pursuant to Section 4.1, the Title Insurer shall be committed to issue the Title Policy, subject only to the Permitted Exceptions; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow AgentAgent (less the Initial Deposit, which shall be released to Seller), or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in proceeding; and 8.1.5 Subject to the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall sentence of this Section 8.1, not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any less than 90% of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of apartment rental units at the material covenants or material obligations of SellerProperty are leased to Tenants. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Section 10.2. Notwithstanding any provision hereof to the contrary, the condition precedent set forth in Section 8.1.5 shall only apply to the extent that Purchaser’s lender for the Purchaser-Financing imposes any such condition as a requirement to close the Purchaser-Financing and proceed shall be adjusted in accordance with the actual lender minimum occupancy requirement (e.g., if lender imposes an 80% minimum occupancy requirement, then the “90%” in Section 8.1.5 shall be changed to Closing on “80%” and if lender imposes no minimum occupancy requirement, then Section 8.1.5 shall be null and void); provided, however, that in no event shall Section 8.1.5 require more than 90% of the Closing Date with no offset or deduction from apartment rental units at the Purchase PriceProperty to be leased to Tenants as a condition to Purchaser’s closing obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Contract (HCW Pension Real Estate Fund LTD Partnership)

Purchaser’s Conditions to Closing. Without limiting the rights The obligation of Purchaser elsewhere provided to close the transaction contemplated by this Agreement is subject to the following conditions, inserted for in this Contract, Purchaser's obligation to close under this Contract, shall benefit and which may be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered waived by Seller to Purchaser at the Closing pursuant its sole option by notice to the terms Seller. 5.1 The representations and conditions hereof shall have been delivered; 8.1.2 Each warranties of Seller's Representations Seller contained in Section 6 of this Agreement shall be true on the date of Closing in all material respects as though those representations and warranties were made on that date. 5.2 Seller shall not have breached any material affirmative covenant contained in this Agreement to be performed by Seller on or prior to the date of Closing. 5.3 Purchaser shall have either affirmatively approved or shall have been deemed (pursuant to the provisions of Section 3 and 4) to have approved all of the matters set forth in Sections 3 and 4 in respect to which Purchaser has, under provisions of this Agreement, a right of inspection and/or approval; or, in the event Purchaser has delivered written objections to Seller in respect to any of those matters, Seller has remedied Purchaser's objections prior to Closing Date;in the manner and within the time period provided in this Agreement, or Purchaser has waived same in writing. 8.1.3 5.4 Seller shall have complied withtimely delivered to Purchaser in satisfactory form the documents and all other items referred to in Section 7 below. 5.5 The Title Company shall at Closing have delivered or irrevocably committed itself in writing to deliver the Title Policy described in Section 4.1. 5.6 Seller shall have obtained the agreement of holders of mortgages on the Property to release their respective liens against the Property at Closing in any case where such mortgage is not being paid in full, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member except that it shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except obtain releases from Xxxxxx-Xxxxxxxxx Realty, Inc. and Mid-States Development Company if liens held by either of them are not paid in full, so long as expressly set forth the proceeds of sale are disbursed as provided in Section 2.2 hereof. 5.7 Purchaser, at its expense, shall determine that all legal highways do not interfere with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's current or intended future use and enjoyment of the Property or Purchaser's plans for future development of the Property. 5.8 Purchaser shall have received an environmental assessment satisfactory to Purchaser, as Purchaser in its sole discretion shall determine, evidencing that no condition of or concerning the Property causes or creates a situation or matter which violates or is not in compliance with any law, rule or regulation or ordinance which relates to protection of the environment or which, in Purchaser's sole judgment, would cause Purchaser to incur significant costs to correct any such matter, or to investigate such matter further to determine the potential impact thereof. 5.9 Purchaser shall have obtained a commitment for financing in the amount of not less than $1,000,000 on terms no less favorable than those generally prevailing for commercial loans of similar size and on similar types to commercial property as the Property to a borrower of similar creditworthiness as Purchaser. The financing may include any combination of loans, loan assumptions, and lenders as Purchaser may determine appropriate. Purchaser agrees to promptly apply for and diligently proceed to obtain such financing. The closing of this transaction is contingent upon Purchaser's lender funding said loan commitment. 5.10 If any of the conditions provided in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 5 are not satisfied or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricewaived, or (b) if such failure constitutes a default the time periods for satisfaction extended by SellerPurchaser, exercise then Purchaser shall have the right, in addition to any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not metother right which it may have, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return Agreement by notice delivered to Seller no later than the date of Closing or such earlier time as may be provided above. In the Deposit from the Escrow Agentevent of such termination, neither party shall have any further rights or (ii) waive such condition and proceed obligations under this Agreement other than those rights and/or obligations which are expressly stated to Closing on the Closing Date with no offset survive consummation or deduction from the Purchase Pricetermination of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Angeles Partners Xiv)

Purchaser’s Conditions to Closing. Without limiting Subject to Section 7.2, the rights obligation of Purchaser elsewhere provided for in this Contract, Purchaser's obligation Purchasers to close under this Contract, consummate each Closing shall be subject to and conditioned upon the fulfillment satisfaction of each of the following conditions precedent: 8.1.1 All relative to all Assets to be conveyed at such Closing, any or all of which may be waived in whole or in part by any Purchaser (it being understood and agreed that if Purchasers elect to consummate the transactions contemplated herein, then, as to each such transaction that is consummated each of the documents required following conditions precedent shall be conclusively deemed to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered;satisfied): 8.1.2 (a) Each of Seller's Representations Sellers’ representations and warranties set forth in Sections 4.2, and 4.3 of this Agreement shall be true correct in all material respects as of the Closing Date;, and Sellers shall deliver to Purchasers a certificate reaffirming same dated as of the Closing Date. 8.1.3 Seller (b) Each of Sellers’ representations and warranties set forth in Sections 4.4, 4.5, 4.6 and 4.8 of this Agreement shall have complied with, fulfilled and performed be correct in all material respects on an Asset-by-Asset basis as of the Closing Date, and Sellers shall deliver to Purchasers a certificate reaffirming same dated as of the Closing Date. (c) Sellers shall have delivered all of the items required under Section 3.4 (other than the Seller Required Consents), except that if certain of the items required to be delivered under Section 3.4 are not delivered, the foregoing condition shall nonetheless be deemed satisfied so long as the failure to deliver such items does not prevent the effective transfer of title to the applicable Asset or materially and adversely affect the value of the applicable Asset or Purchasers’ rights thereunder following the applicable Closing. (d) Sellers shall have obtained each of the covenantsSeller Required Consents set forth on Schedule 4.2(e) and delivered documentation to Purchasers evidencing, terms and conditions to Purchasers’ reasonable satisfaction, that the Seller Required Consents have been obtained. (e) Sellers shall have performed all of Sellers’ material obligations under this Agreement required at or prior to the applicable Closing with respect to the Assets to be complied withconveyed at such Closing. (f) No judgment, fulfilled order, injunction or performed decree issued by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the transactions contemplated by this Agreement or the Transaction Documents shall be a debtor in any bankruptcy proceeding nor effect and no statute, rule, regulation, order, injunction or decree shall have been in the last 6 months a debtor in enacted, promulgated or enforced by any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser Governmental Authority that prohibits or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, makes illegal the consummation of any of the transactions contemplated by this Contract Agreement or declare illegal, invalid the Transaction Documents. (g) Purchaser Parent shall have priced its contemplated equity offerings and subsequently received net proceeds therefrom in an amount that is not less than the Purchase Price (the “Equity Issuance”). (h) No new litigation shall have been commenced against the Sellers following the date of this Agreement which involve one or nonbinding any more of the Assets or any Seller’s interests therein, which litigation could reasonably be anticipated to have a material covenants or material obligations of Seller. Notwithstanding anything to adverse effect on the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any value of the foregoing conditions and proceed to Closing on related Asset(s) or Purchasers’ rights thereunder following the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceClosing.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (CreXus Investment Corp.)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing, which, if determined adverselyadversely determined, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. the Purchaser; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (National Property Investors 6)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, subject to Articles XI and XII hereof, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 or and Section 8.1.5 is are not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member shall not be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; and 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any Possession of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any Property shall be delivered to Purchaser free and clear of all tenancies and other occupancies except for the material covenants or material obligations of SellerLease. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.18.1 and in Section 8.3. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4, or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2 unless Seller shall have knowingly made a material misrepresentation thereunder (in which case, Purchaser may proceed with the exercise of its remedies pursuant to Section 10.2), and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)

Purchaser’s Conditions to Closing. Without limiting Subject to the rights provisions of Purchaser elsewhere provided for in this ContractSection 8.1, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations the representations and warranties of each Seller to Purchaser shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and 8.1.4 Neither No Seller nor any of Seller's member general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, [intentionally deleted] 8.1.6 With respect to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respectsBroadmoor and Falls on Bull Creek, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Sellerapplicable XXXX Assumption is approved. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 8.1.1 through 8.1.6 is not met, but subject to Seller's rights pursuant to Section 4.6.3 with respect to the XXXX Assumptions and Section 5.1 with respect to any Loan Payoff, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if such failure constitutes notify Seller's Representative (a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth "Termination Notice") in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller writing of Purchaser's election decision to terminate this Contract for the Property for which there was such a failure of condition or default and receive a return of the Applicable Share of the Initial Deposit (other than the Non-Refundable Portion) and the Additional Deposit from the Escrow AgentAgent (but the Applicable Share of the Non-Refundable Portion shall be released to the applicable Seller, unless this Contract is terminated with regard to such Seller's Property because of the default of such Seller, in which case Purchaser shall have such rights to such Seller's Applicable Share of the Non-Refundable Portion as set forth in Section 10.2). If Seller's Representative receives a Termination Notice, Seller's Representative may, within 3 Business Days after receiving the Termination Notice, give Purchaser written notice (a "Reinstatement Notice") that Purchaser either must purchase all of the Properties or terminate this Contract for all of the Properties. Purchaser shall, within 3 Business Days after receiving a Reinstatement Notice, give Seller's Representative written notice of whether it desires to purchase all of the Properties or terminate this Contract in its entirety; Purchaser's failure to provide Seller's Representative with written notice that it desires to terminate this Contract in its entirety shall be deemed Purchaser's decision to purchase all of the Properties. If this Contract is terminated in its entirety, then Escrow Agent shall deliver the Applicable Share of the Non-Refundable Portion to the applicable Sellers and the remaining Initial Deposit (iiother than the Non-Refundable Portion) waive and the Additional Deposit to Purchaser (except if this Contract is terminated in its entirety because of the default of Sellers, Purchaser shall have such condition and proceed rights to Closing on the Closing Date with no offset or deduction from the Purchase PriceNon-Refundable Portion as set forth in Section 10.2).

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)

Purchaser’s Conditions to Closing. Without limiting The Purchaser’s obligations hereunder to perform any of the rights Closing Acts are conditioned, as per article 125 of Purchaser elsewhere provided for in this Contractthe Civil Code, Purchaser's obligation to close under this Contractthe fulfillment or waiver (when applicable, shall be subject to and conditioned upon the fulfillment provisions of Section 5.4) by the Purchaser of each of the following conditions precedent:precedent (“Purchaser’s Conditions to Closing” and, together with the Sellers’ Conditions to Closing, the “Conditions to Closing”): 8.1.1 All (a) approval of the documents required to Transaction by the Antitrust Authorities and, in case of a decision from the Superintendência Geral of CADE, lapse of the term of fifteen (15) days counted as from the publication in the Official Gazette of such decision; (b) the foreign investment represented by the 2689 Shares shall have been converted into a 4131 Investment; (c) the representations and warranties made by the Sellers hereunder shall be delivered by Seller to Purchaser true and correct in all material respects at the Closing pursuant to the terms Date as if restated on and conditions hereof shall have been delivered; 8.1.2 Each as of Seller's Representations such date (other than those representations and warranties set forth in Article 7 and Sections 8.1, 8.2, 8.3, 8.5 and 8.7, which shall be true and correct in all respects, and without prejudice to the right of the Purchaser to be indemnified hereunder in respect of any representation and warranty which is not true and correct in all respects, subject to Article 10), except for any representations and warranties that expressly refers to another date, which representations and warranties shall be true and correct in all material respects as of such date; provided that the Closing Dateright of Purchaser to terminate this Agreement if this condition precedent is not met shall be limited and subject to Section 5.5 hereof; 8.1.3 Seller (d) the Sellers shall have paid or caused to be paid to the Company or any of the Subsidiaries any and all amounts owed by any of them, or any of their Affiliates to the Company or any of the Subsidiaries for borrowed monies or otherwise, as listed in Schedule 5.3(d); (e) the Company and any of the Subsidiaries shall have paid to the Sellers (and made the relevant tax withholdings) and the Sellers shall have granted a release to the Company or any of the Subsidiaries in connection with any amounts owed by any of the Company or any of the Subsidiaries to the Sellers for borrowed or any other monies, as listed in Schedule 5.3(e); (f) the Sellers shall have performed and complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, each of their respective obligations and agreements hereunder required to be so complied with by each of the Sellers at or before the Closing; (g) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that has the effect of prohibiting the consummation by the Purchaser of any of the transactions set forth herein, on the terms contemplated by this Contract or declare illegal, invalid or nonbinding any hereby; (h) none of the material covenants or material obligations of Seller. Notwithstanding anything to events listed in Section 5.6 shall have occurred without the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction prior written approval from the Purchase PricePurchaser, whether or (b) if such failure constitutes a default by Seller, exercise any not in breach or violation of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, 5.6; (i) notify Seller the Sellers shall have caused the Company and/or the Subsidiaries to obtain, and the Company and/or the Subsidiaries shall have obtained, before the Closing Date, the waivers, approvals and/or consents requested by Purchaser from the relevant Third Parties listed in Schedule 5.3(i), provided, however, that, without prejudice to the provisions of Section 5.3.1 below, any such Third Party consent shall only be deemed a Purchaser's election ’s Condition to terminate this Contract Closing if, after consultation between Purchaser and Sellers, Sellers receive a return of the Deposit written notice from the Escrow AgentPurchaser, or within thirty (ii30) waive such condition and proceed to Closing on the Closing Date with no offset or deduction days from the Purchase Pricedate hereof, confirming the Third Parties listed in Schedule 5.3(i) in relation to which any such waiver, approval and/or waiver shall be indeed required; and (j) since December 31, 2012, there shall have been no Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Polymer Group Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 The HAP Voucher Approval is obtained and the HAP Voucher Assumption occurs. 8.1.6 There shall not be pending or, to the knowledge of either Purchaser Seller or SellerPurchaser, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit (except the Non-Refundable Initial Deposit Component) from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. If the condition set forth in Section 8.1.5 is not met on or before the Closing Date (as extended pursuant to Section 5.1), then this Contract shall terminate and, if Purchaser is not in default of its obligations hereunder, including, without limitation, its obligations under Section 4.7, the Deposit (except the Non-Refundable Initial Deposit Component) shall be returned to Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's Purchasers' obligation to close under this Contract, shall be effect --------------------------------- the Closing is subject to and conditioned upon the fulfillment of the following additional conditions precedent, any or all of which may be waived in writing by the Purchasers at their sole discretion, and which Xxxxxxxx hereby agrees to use its best efforts to satisfy at or prior to Closing: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms (1) Xxxxxxxx'x representations and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations warranties contained in Article IV above shall be true and correct in all material respects at and as of the Closing Date; 8.1.3 Seller Date with the same effect as though such representations and warranties were made at and as of the Closing Date and Xxxxxxxx shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions with its obligations hereunder to be complied with, fulfilled or performed by Seller hereunder; andprior to Closing; 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor (2) Purchasers shall have been received from Xxxxxxxx a certificate, dated the Closing Date, duly executed by an officer of Xxxxxxxx reasonably satisfactory in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending orform to Purchasers, to the knowledge effect of either Purchaser (1) above; (3) Purchasers shall have received copies of the resolutions adopted by the Board of Directors of Xxxxxxxx, certified by the Secretary or Selleran Assistant Secretary of Xxxxxxxx, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respectswith respect to the authorization of the execution and delivery of this Agreement by Xxxxxxxx, the performance by Xxxxxxxx of its covenants and agreements hereunder and the consummation of any of the transactions contemplated by this Contract hereby, which resolutions shall not have been amended or declare illegalmodified, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything shall be in full force and effect and shall be in form and substance reasonably satisfactory to the contrary, there are no other conditions on Purchaser's obligation Purchasers and their counsel; (4) Purchasers shall have received a written opinion from Xxxxxxxx'x counsel as to Close except as expressly the matters set forth in this Section 8.1. If any condition set forth paragraphs A.(1), A.(4), A.(5) and A.(6) of Article IV hereof; and (5) Purchasers shall have received such other certificates, instruments and other documents, in Sections 8.1.1form and substance reasonably satisfactory to Purchasers and their counsel, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any as Purchasers shall have reasonably requested in connection with the consummation of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricetransactions contemplated hereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Chattem Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's The Purchasers' obligation to close under this Contract, shall be consummate the purchase of the Shares hereunder is subject to and conditioned upon the fulfillment fulfillment, prior to or at the Closing, of each of the following conditions precedent: 8.1.1 All (any or all of which may be waived by Medscape on behalf of the documents Purchasers): 2.3.1 all representations and warranties of the Seller contained herein to the Purchasers shall be true and correct at the time of the Closing as though made again at that time, as confirmed by a "bring down certificate" substantially in the form attached hereto as Schedule 2.3.1; 2.3.2 the Seller shall have performed and complied in all respects with all obligations and covenants required by this Agreement to be delivered performed or complied with by Seller it prior to Purchaser or at the Closing pursuant Closing, as confirmed by the bring down certificate; 2.3.3 by resolution substantially in the form attached hereto as Schedule 2.3.3, the Board of Directors shall have (i) approved the Seller's execution of this Agreement; and (ii) issued the Shares to the terms Purchasers against payment of the Purchase Price; 2.3.4 by resolution substantially in the form attached hereto as Schedule 2.3.4, the shareholders of the Seller shall have replaced the Articles of Association of the Seller with the Restated Articles; 2.3.5 the Seller shall have received all necessary authorizations, approvals, permits and conditions hereof consents if any, of any governmental authority or regulatory body of any state, person or entity that are required by the Seller in connection with the issuance of the Shares as contemplated by this Agreement including all necessary approvals of the Investment Center and Office of the Chief Scientist of the Israeli Ministry of Industry and Trade; 2.3.6 the Seller shall have provided the Purchasers with copies of letters executed by all shareholders waiving all rights of pre-emption with respect to the issuance of the Shares or shall include a representation to such effect in the bring down certificate; 2.3.7 there shall have been deliveredno material adverse change in the financial, business or other condition of the Seller; 8.1.2 Each of Seller's Representations shall be true in all material respects as of 2.3.8 the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, delivered to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, Purchasers the opinion and other documents referred to in Section 2.2.1 above; 2.3.9 all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything loans advanced to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 Company by Amir Xxxxxx xxx/or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.Anthxxx

Appears in 1 contract

Samples: Preferred Share Purchase Agreement (Medscape Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price. Notwithstanding the foregoing, if the condition set forth in Section 8.1.2 is not met due to Seller's intentional and knowing misrepresentation of such Seller's Representation, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Contract and receive a return of the Deposit from Escrow Agent and Purchaser may recover, as its sole recoverable damages, its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with this transaction, which damages shall not exceed $75,000.00 in the aggregate.

Appears in 1 contract

Samples: Purchase and Sale Contract (Angeles Income Properties LTD Ii)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 8.1.4. Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 8.1.5. There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2, or (c) if such failure does not constitute a default by Seller, terminate this Contract and receive a return of the Deposit from the Escrow Agent. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Fund Xix)

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Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Each Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by such Seller hereunder; and; 8.1.4 Neither No Seller nor any of Seller's member ’s general partners shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; and 8.1.5 There Title Insurer shall not be pending or, committed (subject only to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any receipt of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of applicable title insurance premiums) to issue the material covenants or material obligations of SellerTitle Policy subject only to the Permitted Exceptions. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property, or (b) if such failure constitutes notify Sellers’ Representative in writing of Purchaser’s decision to terminate this Contract in its entirety with respect to both Properties (but not in part with respect to one Property) (a default by Seller“Termination Notice”), exercise any of its remedies pursuant whereupon the Deposit shall be returned to Section 10.2Purchaser. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, remedy either (ix) notify Seller of Purchaser's election provide a Termination Notice to terminate this Contract and receive a return of the Deposit from the Escrow Agent, Sellers’ Representative or (iiy) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PricePrice for any Property.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit (except the Non-Refundable Initial Deposit Component) from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Oxford Residential Properties I LTD Partnership)

Purchaser’s Conditions to Closing. Without limiting The following are Purchaser’s conditions precedent to the rights Closing of the purchase and sale of the Property. If Purchaser’s conditions to Closing are not satisfied, Purchaser elsewhere provided for in this Contract, Purchaser's obligation shall have the option to close waive the condition or terminate the Agreement. In the event that Purchaser fails to terminate the Agreement under this Contractprovision prior to the end of the Due Diligence Period, Purchaser shall be subject deemed to have waived its objections and conditioned upon this condition to Closing shall be deemed fulfilled. In the fulfillment event of any termination because of the following conditions precedent: 8.1.1 All of the documents required failure to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects meet any condition as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this paragraph 5, the Xxxxxxx Money Deposit shall be refunded to Purchaser, and this Agreement shall be without any force and effect, and without further obligation of either party. 5.1. The Closing is subject to Purchaser’s review of the title to the Property as outlined in this Section 8.15.1. If Purchaser shall obtain from the Title Company a current commitment for an owner’s policy of title insurance (the “Title Commitment”) within ten (10) days from the Effective Date. No later than thirty (30) days following the Effective Date, Purchaser shall advise Seller in writing of any condition set forth in Sections 8.1.1objections which Purchaser has to the Title Commitment (“Purchaser’s Objections”). Any title issues that are not identified as Purchaser’s Objections during the above-referenced 30-day period will be deemed to have been accepted by the Purchaser. Upon receipt of written notice detailing Purchaser’s Objections, 8.1.3 Seller shall have an additional fifteen (15) business-days to either cure all of Purchaser’s Objections or 8.1.4 notify Purchaser that Seller is unable or unwilling to cure Purchaser’s Objections within the fifteen-business-day period. In the event that Seller has not metfor any reason cured all of Purchaser’s Objections within the fifteen-business-day cure period, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, either (i) notify Seller of Purchaser's election to terminate this Contract and receive a return Agreement by providing written notice to Seller prior to the expiration of the Deposit from the Escrow Agent, Due Diligence Period; or (ii) waive such condition any unremedied objections to the title and proceed with the purchaser of the Property. 5.2. The Closing is subject to Purchaser’s review of other matters affecting the Property as outlined in this Section 5.2. The Purchaser may, at Purchaser’s sole discretion, examine any and all matters in connection with the Property, including, without limitation, the physical and environmental condition of the Property, land use regulations affecting the Property and the feasibility of developing the Property for the intended purposes. If the results of Purchaser’s review are unsatisfactory to Purchaser, as determined at Purchaser’s sole and absolute discretion, then Purchaser may elect to terminate this Agreement by giving Seller written notice of termination prior to the end of the Due Diligence Period. 5.3. The Closing on is subject to Purchaser having completed, at Purchaser’s sole cost and expense, all necessary actions to create a legal parcel of the Property to be conveyed. 0.0. Xx the event that Purchaser chooses to undergo a VCP, the Closing Date is subject to: (i) the entering into a VCP Agreement with no offset or deduction from UDEQ; (ii) UDEQ approval of the Purchase PriceFinal Remedial Action Plan (“RAP”); and (iii) an estimate prepared by the Environmental Consultant of the costs to implement the Final RAP that is approved by Purchaser. 5.5. The Closing is subject to the remediation costs to be estimated, by commercially reasonable standards, prior to Closing, to not exceed, TWO HUNDRED EIGHTY THOUSAND DOLLARS ($280,000).

Appears in 1 contract

Samples: Purchase and Sale Agreement

Purchaser’s Conditions to Closing. Without limiting The agreement of the rights Purchasers to proceed with the Transaction and the Closing are conditioned on the following: (a) Certificates representing the Shares are delivered to the Purchasers, free and clear of Purchaser elsewhere provided for all liens, claims, and encumbrances other than those created by the Purchasers, imposed by applicable federal or state securities laws, or arising under the Shareholders' Agreement. (b) The representations and warranties of the Company made in this Contract, Purchaser's obligation to close under this Contract, shall be subject to Agreement and conditioned upon in the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms Transaction Documents are true and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true correct in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled Date and the Company has performed in all material respects each of the covenants, terms covenants and agreements and satisfied all conditions to be complied withperformed or satisfied at or prior to Closing. (c) All necessary approvals of the Board of Directors and stockholders of the Company and covenants and approvals of third parties have been obtained. (d) Xxxxxx Xxxxx, fulfilled or performed by Seller hereunder; andXxx Xxxxxxx, Xxx Xxxxxxx and Xxxxx Xxxxx have executed the Shareholders' Agreement. 8.1.4 Neither Seller nor Seller's member (e) The Purchasers shall be a debtor have received the opinion, in any bankruptcy proceeding nor form and substance satisfactory to the Purchasers and counsel for the Purchasers, dated as of the Closing Date, of Xxxx Xxxxx Xxxx & XxXxxx LLP, counsel to Webstakes. (f) The Stock Purchase Agreement between the Company and Stone in the form attached hereto as Exhibit E, shall have been executed and delivered by both parties and the agreements referenced therein to be terminated have, in fact, been terminated. (g) The filing of the Certificate of Amendment, in the last 6 months a debtor form attached hereto as Exhibit B, in any bankruptcy proceedingDelaware shall have occurred and proof of such filing shall have been delivered to the Purchasers. 8.1.5 There (h) The Release and Standstill Agreement, in the form attached hereto as Exhibit F, shall not be pending orhave been executed by Stone and its principals and affiliates thereof, and any Trust, including the trustees thereof, created to vote, dispose of or act as custodian or fiduciary for any securities of the Company beneficially owned by Stone and/or its principals and/or affiliates thereof, and certified copies thereof shall have been delivered to the knowledge of either Purchaser or SellerPurchasers. (i) The Sponsorship Agreement between Excite, any litigation or threatened litigation whichInc. and the Company and the Services Agreement between MatchLogic, if determined adversely, would restrainInc. and the Company shall have been executed by the respective parties thereto. (j) The Registration Rights Agreement, in all material respectsthe form attached hereto as Exhibit G, shall have been executed by the Company and shall have been delivered to the Purchasers. (k) On or before the Closing Date, the consummation Purchasers and counsel to the Purchasers, shall have received such further documents, certificates and schedules or instruments relating to the business, corporate, legal and financial affairs of Webstakes and any of its stockholders as they shall have heretofore reasonably requested. (l) Stone shall have consented to (i) the filing of the Certificate of Amendment attached as Exhibit B; and (ii) the issuance of the Class B Preferred Stock and the other transactions as contemplated by this Contract or declare illegal, invalid or nonbinding any Agreement and the Transaction Documents. (m) The resignation of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction Xxxxx Xxxxxxx from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any Board of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller Directors shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricehave been delivered.

Appears in 1 contract

Samples: Stock Purchase Agreement (Webstakes Com Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)

Purchaser’s Conditions to Closing. Without limiting the rights All obligations of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be Agreement are subject to and conditioned upon the fulfillment at the Closing of each of the following conditions precedentconditions: 8.1.1 (a) All representations and warranties of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations contained in this Agreement shall be true in all material respects and correct as of the Closing Date; 8.1.3 , and Seller shall have fulfilled all of its covenants and agreements hereunder; (b) Seller shall have fully performed and complied withwith all commitments and conditions hereunder up to the Closing Date; (c) Seller has taken all requisite action to approve this Agreement and the transactions contemplated hereby, fulfilled and performed this Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller enforceable in all material respects each accordance with its terms; (d) The execution, delivery and performance of this Agreement by Seller and the consummation of the covenants, terms and conditions to be complied with, fulfilled transactions contemplated hereby will not conflict with or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been result in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation breach of any of the transactions contemplated by this Contract terms, conditions or declare illegalprovisions of any agreement, invalid contract or nonbinding commitment to which Purchaser is not also a party which is material to the business or properties of Seller as a whole or constitute a material default thereunder or give to the others any material right of termination, cancellation or acceleration thereunder, or otherwise require any approval which has not been obtained; (e) Seller shall have made no sale or other disposition of the common stock and shall not have permitted or allowed any of the material shares of common stock to be or become and remain subject to any pledge, lien, security interest or other encumbrance of any kind. (f) Seller shall have satisfied its covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in herein and shall not have breached any provisions of this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may Agreement. (ag) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, The Seller shall not be in default pursuant execute and deliver to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition the closing documents, including stock powers, assignments, endorsed stock certificates, and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Priceother good and sufficient instruments of conveyance.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Thunder Mountain Gold Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There The Loan Assumption and Release shall have occurred (provided that the occurrence of the Loan Assumption and Release shall not be pending or, a condition to Purchaser’s obligation to close if the knowledge failure of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation Loan Assumption and Release to occur shall have been a result of any action or inaction of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of SellerPurchaser). Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (National Property Investors 8 /Ca/)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under the transactions contemplated by this ContractAgreement is conditioned on all of the following, any or all of which may be waived by Purchaser in writing, at its sole option: (A) All representations and warranties made by Seller in this Agreement shall be subject to true and conditioned upon the fulfillment correct in all material respects on and as of the following conditions precedent:Closing Date, as if made on and as of such date. 8.1.1 All (B) Seller has delivered all of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms Section 10.1 hereof and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true performed in all material respects all of their covenants and other obligations hereunder required to be performed at or prior to the Closing and complied in all material respects with all conditions required by this Agreement to be complied with by Seller at or prior to the Closing. (C) The Title Company shall be irrevocably committed to issue the Title Policy insuring that fee simple title to the Property is vested in Purchaser (or its designee) as of the Closing Date;, subject only to the Permitted Exceptions, and including extended coverage over all general exceptions, and also including the following title endorsements (collectively, the “Title Endorsements”): (1) access and entry, (2) contiguity single parcel; (3) same as survey; (4) covenants, conditions and restrictions-improved land; (5) private rights, easements-damage or enforced removal or easements-boundaries and easements; (6) minerals and other subsurface substances-buildings; (7) zoning 3.1 (with parking and loading if applicable); (8) location, (9) subdivision; (10) multiple tax parcel; (11) planned unit development, if applicable; (12) utility facilities; and (13) such other endorsements as may be reasonably requested by Purchaser as a result of its title and survey review as provided in Article 5 hereof. 8.1.3 Seller (D) Purchaser shall have complied withreceived, fulfilled at least one (1) Business Day prior to the Closing Date, an estoppel certificate (“REA Estoppel Certificate”) with respect to each REA, relating to Seller’s obligations under such REA, if any, relating to the Property, dated no earlier than thirty (30) days prior to the Closing Date, and performed in all material respects each form and substance required under the terms of the covenants, terms and conditions applicable REA or otherwise reasonably satisfactory to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceedingPurchaser. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Agreement (MVP REIT II, Inc.)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 or and 8.1.5 is are not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of SellerIntentionally deleted. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Growth Fund)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 7.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 6.2 shall have been delivered; 8.1.2 7.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 7.1.3 The Title Insurer shall be irrevocably committed to issue a policy in conformance with the Title Report, subject only to the Permitted Exceptions; 7.1.4 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; 7.1.5 Seller shall have terminated the Existing Hotel Management Agreement; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 7.1.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of SellerPurchaser. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.17.1. If any condition set forth in Sections 8.1.17.1.1, 8.1.3 7.1.2, 7.1.4, or 8.1.4 7.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.212.2. If the condition set forth in Section 8.1.2 7.1.3 or 8.1.5 Section 7.1.6 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Vail Resorts Inc)

Purchaser’s Conditions to Closing. Without limiting the rights The obligation of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, consummate the Closing shall be subject to and conditioned upon the fulfillment satisfaction of each of the following conditions precedentconditions, any or all of which may be waived in whole or in part only by Purchaser in writing or by Purchaser’s election to proceed to Closing: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms 6.1.1 Seller’s representations and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations warranties set forth in this Agreement shall be true and correct in all material respects as of the Closing Date; 8.1.3 , and Seller shall have complied withdelivered to Purchaser an Update Certificate to that effect pursuant to Section 7.2.6. 6.1.2 Seller shall have performed all of its material obligations under this Agreement required at or prior to Closing, fulfilled and performed in all material respects each including delivery by Seller of the covenantsinstruments and other items described in Section 7.2 below, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; andas applicable. 8.1.4 Neither Seller nor Seller's member 6.1.3 Title Company shall be irrevocably committed to issue at Closing (conditioned upon payment of Title Company’s regular premium and satisfaction by Purchaser of any conditions that Purchaser has agreed to satisfy that Seller is not required to satisfy under this Agreement) a debtor TLTA Owner Policy of Title Insurance covering the Hotel, in any bankruptcy proceeding nor shall the form required by the relevant Title Commitment and with the survey exception deleted and such endorsements thereto as are available and have been required by Purchaser (“Title Policy”), in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge amount of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes insuring Purchaser that fee and/or leasehold title, as appropriate, to the Hotel is vested in Purchaser as of the Closing, subject only to the Permitted Exceptions. 6.1.4 Marriott shall have offered to enter into a default by SellerNew Franchise Agreement on commercially reasonable terms with respect to the Hotel, exercise all conditions to the effectiveness of the New Franchise Agreement shall have been satisfied, and the New Franchise Agreement shall be in full force and effect upon the Closing. 6.1.5 Subject to Section 5.3 and Article 9, no material adverse change shall have occurred to the physical condition of the Hotel following the Contract Date. 6.1.6 Purchaser shall not have exercised any of its remedies right to terminate provided pursuant to Section 10.2. If this Agreement. 6.1.7 Purchaser shall have received the condition set forth in Section 8.1.2 School Lessor Agreement . 6.1.8 Each of the Excluded Contracts, including, without limitation, the Existing Management Agreement, shall have been terminated effective prior to or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2upon the Closing, and Purchaser mayshall have been provided with a fully-executed copy of a termination agreement or other evidence of such termination reasonably acceptable to Purchaser with respect to each and every Excluded Contract. 6.1.9 Purchaser shall have obtained the Liquor Licenses or entered into a Interim Liquor Agreement, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive extent that any such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceLiquor Licenses have not been obtained.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Highland Hospitality Corp)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; and 8.1.5 There shall not be no pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 8.1.3, 8.1.4 or 8.1.4 8.1.5 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivereddelivered and the Title Company shall have delivered to Purchaser a “marked-up” Title Commitment; 8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)

Purchaser’s Conditions to Closing. Without limiting The Purchaser’s obligations to consummate the rights purchase of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be the Company Securities hereunder is subject to and conditioned upon the fulfillment fulfillment, prior to or at the Closing, of each of the following conditions precedent:(any or all of which may be waived by the Purchaser in its sole discretion): 8.1.1 All (a) (i) the Company Fundamental Representations and the representations in Sections 4.13(b) and 4.13(l) shall be true and correct in all respects, and (ii) all other representations and warranties in ARTICLE IV shall be true and correct in all material respects (ignoring for such purpose, any “materiality,” or “Material Adverse Effect” qualifiers in such representations and warranties) in each case, as of the documents required to be delivered by Seller to Purchaser at date of this Agreement and as of the Closing pursuant as though made at and as of the Closing (except to the terms extent such representations and conditions hereof warranties expressly speak as of an earlier date in which case such representations and warranties qualified as to materiality shall have been deliveredbe true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); 8.1.2 Each of Seller's (b) the Seller Fundamental Representations shall be true and correct in all respects with respect to each Seller, as of the date of this Agreement (or, with respect to any Joining Seller, as of the date as such Joining Seller executes a counterpart signature page) and as of the Closing as though made at and as of the Closing (except to the extent such representations and warranties expressly speak as of an earlier date in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); (c) the Company and the Sellers shall have performed and complied in all material respects as of with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; 8.1.3 Seller (d) there shall not have complied withbeen or occurred any event, fulfilled and performed change, occurrence or circumstance that, individually or in all material respects each the aggregate with any such events, changes, occurrences or circumstances, has had a Material Adverse Effect since the Balance Sheet Date (regardless of whether or not such events or changes are inconsistent with the representations or warranties of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; andSellers contained herein); 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor (e) no Legal Proceedings shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation instituted or threatened litigation whichor claim or demand made against the Sellers, if determined adverselythe Company or Purchaser, would restrainseeking to enjoin, in all material respectsrestrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) Purchaser shall have received a certificate signed by this Contract or declare illegal, invalid or nonbinding any each of the material covenants or material obligations Chief Executive Officer and Chief Financial Officer of Seller. Notwithstanding anything the Company, each in form and substance reasonably satisfactory to Purchaser, dated the Closing Date, to the contrary, there are no other effect that each of the DAL:0506861/00010:1931463v15 conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth specified above in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may 7.1 (a) waive any and (c) through (e) have been satisfied in all respects; provided that with respect to Sections 7.1 (c) and (e), the Chief Executive Officer and Chief Financial Officer of the foregoing conditions Company shall only be required to certify as to the Company; (g) (i) the waiting period under the HSR Act shall have expired or early termination shall have been granted and proceed to Closing on the Closing Date with no offset Company shall have obtained or deduction from the Purchase Pricemade any other consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, any U.S. Governmental Authority or pursuant to U.S. Law required to be obtained or made by them in connection with the execution and delivery of this Agreement and the Seller Documents or the consummation of the transactions contemplated hereby or thereby and (bii) if the Company shall have obtained all consents, waivers and approvals referred to in Schedule 7.1 (g) hereof in a form satisfactory to Purchaser in its reasonable discretion; (h) (A) The following Restricted Sellers shall have entered into employment agreements in the form attached hereto as Exhibit J: (x) each of Rxxxxx Xxxxx, Txxxx Xxxxxx, Exxx Xxxxxxxx, Cxxxxx Xxxxxx, Gxxxxxx Zimanyi and Sxxxxxx Xxxxxx; and (y) at least seven (7) of Mxxxxxx Xxxxxxxxx, Fxxxxx Xxxxx, Sxxxx Xxxxxx, Pxxxx Xxxxxxxxx, Kxxxx Xxxxxxxx, Ixxxx Xxxxxxxxxxxx, Kxxxx Xxxxxx, Mxxxxx Xxxxxxx and Jxxxx Xxxx; (B) such failure constitutes agreements shall be in full force and effect and (C) all of such persons shall be willing and able to perform in accordance with such agreements; (i) any Restricted Seller who has not executed an employment agreement in the form attached hereto as Exhibit J shall have executed a default by Seller, exercise stand-alone non-competition agreement containing the same restrictions contained in Section 6.7 hereof; (j) the Side Letter dated as of the date hereof shall still be in full force and effect; (k) the Sellers’ Representatives and the Escrow Agent shall have executed the Escrow Agreement; (l) Purchaser shall have received the items described in Sections 2.5 and 2.6; (m) all corporate and other proceedings in connection with the approval and fulfillment of this Agreement (and any of its remedies pursuant to Section 10.2. If ancillary documents, schedules or exhibits), including all transactions contemplated at the condition set forth in Section 8.1.2 or 8.1.5 is not metClosing and all documents incident thereto, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return including the implementations of the Deposit from provision thereof, shall have been taken in a manner satisfactory in form and substance to the Escrow AgentPurchaser and the Purchaser shall have received counterpart original / certified or other copies of such documents; and (n) Purchaser shall have acquired not less than (A) ninety-seven percent (97%) of the then-outstanding Shares (which ninety-seven percent (97%) shall include one-hundred percent (100%) of any then-outstanding Shares which are issued following the date of this Agreement (including upon the exercise of any Company Options)) and (B) one-hundred percent (100%) of any Company Securities (other than Shares) which would not, or by their terms, terminate automatically as of the Closing. DAL:0506861/00010:1931463v15 (iio) waive Each of the Restricted Sellers shall have exercised all Company Options held by such condition Restricted Seller and proceed will be selling any Shares issued upon the exercise thereof to Purchaser at the Closing. (p) There shall not, following the Closing be any obligation on the Closing Date with no offset part of the Company to pay any compensation to any holders of stock options, warrants or deduction from the Purchase Priceother convertible securities in relation to such options, warrants or convertible securities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alcon Inc)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor proceeding; and 8.1.5. The Loan Assumption and Release shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Selleroccur simultaneously with Closing hereunder. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, subject to the proviso at the end of this sentence, or (iic) waive if such failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Section 10.2; provided, that if Purchaser terminates this Contract as a result of the failure of the condition in Section 8.1.5 and proceed such failure constitutes a default by Purchaser of its covenants hereunder, the Deposit shall not be returned to Closing on the Closing Date with no offset or deduction from the Purchase PricePurchaser and Seller may exercise any of its remedies pursuant to Section 10.1.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)

Purchaser’s Conditions to Closing. Without limiting the rights The obligations of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Agreement shall be subject to and conditioned upon the fulfillment at or prior to the Closing of the following conditions precedentconditions, unless waived by Purchaser: 8.1.1 All 8.1 Purchaser shall have satisfactorily completed all necessary technical (including, but not limited to, software code review) and legal due diligence of the documents Purchased Assets; 8.2 Purchaser shall have entered into independent contractor agreements with each Consultant, including Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxxxxxx, in forms reasonably satisfactory to Purchaser; 8.3 Seller shall have obtained all authorizations, consents and approvals of all governmental agencies and authorities and executed all necessary agreements and taken all such actions as are required to be delivered by convey the Purchased Assets to the Purchaser; 8.4 Seller shall have no litigation pending or threatened with respect to Purchaser at the Purchased Assets; 8.5 From the date of this Agreement through the Closing pursuant Date, there shall not have occurred any change, circumstance or event concerning the Purchased Assets that has had or could be reasonably likely to adversely affect or substantial impair the terms and conditions hereof shall have been deliveredPurchased Assets; 8.1.2 Each 8.6 Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxxxxxx shall each be physically present in the Purchaser’s offices for no less than twelve (12) hours in order to provide assistance with transfer of Seller's Representations Source Codes and Websites, training on Websites’ functionality and operations, and to communicate transfer to users of the Websites. 8.7 All representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date;as if such representations and warranties were made at and as of the Closing; and 8.1.3 8.8 Seller shall have complied withperformed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. Should the above conditions not be satisfied to Purchaser's satisfaction, fulfilled and performed in all material respects each its sole discretion, as of the covenantsClosing, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member Purchaser shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election entitled to terminate this Contract Agreement without further liability between Purchaser and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase PriceSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (CrowdGather, Inc.)

Purchaser’s Conditions to Closing. Without limiting the rights The obligation of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, consummate the Closing shall be subject to and conditioned upon the fulfillment satisfaction of each of the following conditions precedentconditions, any or all of which may be waived in whole or in part by Purchaser: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 6.1.1 Each of Seller's Representations ’s representations and warranties set forth in this Agreement shall be true correct in all material respects as of the Closing Date; 8.1.3 , and Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions delivered to be complied with, fulfilled or performed by Purchaser a certificate to that effect pursuant to Section 7.2.6. 6.1.2 Seller hereunder; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, performed all of its obligations under this Agreement required at or prior to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, Closing in all material respects. 6.1.3 The Title Company shall be unconditionally committed to issue the Title Policy to Purchaser, effective as of the Closing Date, except to the extent that the failure of this condition results from the failure of Purchaser to obtain the Title Commitment pursuant to Section 5.2. 6.1.4 If required under any Legal Requirements for the continued sale of alcoholic beverages at the Hotel from and after the Closing Date consistent with the practices and procedures in effect as of the Contract Date, a New Liquor License shall have been issued with respect to the Hotel, or Seller or Existing Manager shall have entered into an Interim Liquor Agreement in accordance with Section 5.13. 6.1.5 Purchaser shall have received either the executed Manager’s Estoppel Certificate or Seller’s Management Agreement Estoppel Certificate. 6.1.6 Purchaser shall have received the executed Lessor’s Estoppel Certificate. 6.1.7 Purchaser shall have received the executed Parking Estoppel Certificates, Chilled Water Estoppel Certificate, Easement Estoppel Certificates, and Lender’s Estoppel Certificate, each dated on or prior to the Closing Date. 6.1.8 Existing Lender shall have (i) approved the transaction contemplated by this Agreement and the lease of the Hotel by Purchaser from and after Closing to a taxable REIT subsidiary of Purchaser, (ii) executed and delivered the Loan Continuation Documents, (iii) approved the amendment dated as of February 1, 2002 to the original Chilled Water Agreement, and (iv) executed and delivered the release of Seller and its affiliates from liabilities accruing from and after Closing under the existing Guaranty and Unsecured Indemnity that are included within the Existing Loan Documents. 6.1.9 There are no Actions pending against Seller or affecting the Hotel before any court or governmental authority, an adverse determination of which could reasonably be expected to have a material adverse effect on the operation of the Hotel or the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Pricehereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Overseas Partners LTD)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 9.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date; 8.1.3 9.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 9.1.4 Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; and 8.1.5 9.1.5 There shall not be pending orpending, to the knowledge of either Purchaser Seller or SellerPurchaser, any litigation or threatened litigation against Seller which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close except as expressly set forth in this Section 8.19.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 9.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 11.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Fund Xiv)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true in all material respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's member ’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller. Notwithstanding anything to the contrary, subject to Articles XI, XII and XV hereof, there are no other conditions on Purchaser's ’s obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition conditions set forth in Section 8.1.2 or and Section 8.1.5 is are not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's ’s election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.

Appears in 1 contract

Samples: Purchase and Sale Contract (Consolidated Capital Growth Fund)

Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this ContractAgreement, Purchaser's ’s obligation to close under this Contract, consummate the Transaction shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedentprecedent on or prior to the Scheduled Closing Date, provided that Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or as otherwise provided in this Agreement: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each of Seller's ’s Representations shall be true and correct in all material respects (other than Seller’s Fundamental Representations, which shall be true and correct in all respects) as of the Scheduled Closing DateDate as though made on and as of the Scheduled Closing Date (except for Seller’s Representations, if any, specifically made as of another stated date, in which case such Seller’s Representations shall be true and correct as of such earlier date); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each is prepared to deliver to Purchaser full possession of the covenantsProperty in vacant and broom-clean condition with all leases, terms subleases, hosting agreements and conditions to be complied with, fulfilled or performed occupancy agreements terminated as contemplated by Seller hereunderSection 7.5; and 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been The Title Company, subject only to payment of the premium therefor, being prepared to issue the Title Policy in the last 6 months a debtor name of Purchaser in any bankruptcy proceeding. 8.1.5 There shall not be pending orthe amount of the Purchase Price (provided that Purchaser has complied with all Purchaser requirements of the Title Company in connection with said issuance), subject only to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1Permitted Exceptions. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not metsatisfied on or prior to the Scheduled Closing Date, Purchaser may may, as its sole remedy, (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract Agreement and receive a return of the Deposit from Seller, minus the Escrow AgentIndependent Consideration, and neither party shall have any further obligation or (ii) waive such condition and proceed liability to Closing on the Closing Date other except with no offset or deduction from the Purchase Pricerespect to those provisions of this Agreement which expressly survive a termination of this Agreement. The foregoing shall not be construed as a waiver of any rights Purchaser may have under Section 10.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Applied Digital Corp.)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 8.1.1. All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; 8.1.2 8.1.2. Each of Seller's Representations shall be true in all material respects as of the Closing Date as if made on the Closing Date; 8.1.3 8.1.3. Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 8.1.4. Neither Seller nor Seller's member general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.; 8.1.5 8.1.5. There shall not be any pending litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation in writing, which, if determined adverselyadversely determined, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller; 8.1.6. On the Closing Date, subject to the payment of all premiums and fees required to be paid pursuant to Section 4.1, the Title Insurer shall be committed to issue the Title Policy, subject only to the Permitted Exceptions; and Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 this Section 8.1 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow AgentAgent (less the Initial Deposit, which shall be released to Seller), or (iic) waive if such condition and proceed failure constitutes a default by Seller of its covenants hereunder, exercise any of its remedies pursuant to Closing on the Closing Date with no offset or deduction from the Purchase PriceSection 10.2.

Appears in 1 contract

Samples: Purchase and Sale Contract (Century Properties Fund Xix)

Purchaser’s Conditions to Closing. Without limiting It shall be a condition to the rights obligation of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment purchase of the Property that each of the following conditions precedentbe fully satisfied as of the date and time of Closing, failing which Purchaser may terminate this Agreement by notice delivered to Seller on the Closing Date and Seller will notify the Escrow Agent immediately upon receipt of such notice to deliver the Earnest Money together with all interest earned thereon to Purchaser and xxxxxxx party shall have any further obligation one to the other, except for those matters which are expressly provided herein to survive the termination of this Agreement: 8.1.1 All (a) each of the documents required to be delivered by representations and warranties of Seller to Purchaser at the Closing pursuant to the terms contained herein shall remain true and conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true correct in all material respects as of the date and time of Closing Dateto the same extent as if made as of the date and time of Closing; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects (b) each of the covenants, terms covenants and conditions to agreements of Seller contained in this Agreement shall be complied with, fulfilled or fully performed by and there shall be no material breach of the obligations of Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (ac) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction Date, the Realty (exclusive of the buildings thereon) shall not have been materially adversely changed from the Purchase Pricecondition that it is in on the date of this Agreement, or free from all tenants and occupants; (bd) if such failure constitutes a default by SellerAs of the Closing Date, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller there shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, no: (i) notify written notice to Seller of Purchaser's election from any municipal, state, or federal governmental agency which was not disclosed in writing to terminate this Contract and receive a return Purchaser before the end of the Deposit from Due Diligence Review Period indicating the Escrow Agent, existence of any violation of legal requirements relating to the Property; or (ii) waive such condition and proceed litigation or administrative proceeding relating to Closing on the Closing Date with no offset or deduction from Property not disclosed in writing to Purchaser prior to the Purchase Price.end of the Due Diligence Review Period;

Appears in 1 contract

Samples: Purchase and Sale Agreement (Farrel Corp)

Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's ’s obligation to close under this Contract, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof Section 5.2 shall have been delivered; 8.1.2 Each of Seller's The (a) Fundamental Representations and the Tax Representations shall be true and correct in all respects as of the Closing Date, and (b) the Seller’s Representations (other than the Fundamental Representations and the Tax Representations) shall be true and correct in all material respects as of the Closing Date (other than (x) where Purchaser had actual knowledge that such Seller Representation was not true and correct upon Purchaser’s execution and delivery of this Contract, or (y) where the failure of the Seller’s Representations to be true in all material respects as of the Closing DateDate results from changed facts, conditions, circumstances, or acts or omissions which are (i) expressly permitted pursuant to the terms of this Contract, (ii) covered separately under Articles XI or XII herein, (iii) the acts or omissions of Purchaser, Tenant, or any affiliate of either Purchaser or Tenant, or (iv) defaults by any party other than the Property Owner under the Property Contracts or Lease); 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and; 8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. 8.1.5 There shall not be pending any litigation or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation litigation, which, if determined adversely, would restrain, in all material respects, restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of the Seller; 8.1.5 Neither Seller nor any Target shall be a debtor in any bankruptcy proceeding nor shall Seller or any Target have been a debtor in any bankruptcy proceeding; and 8.1.6 All conditions to the obligations of “Seller” and “Purchaser” under the iStar Contract to close on the purchase and sale of the Transferred REIT Interests (iStar) shall have been satisfied. Notwithstanding anything to the contrary, there are no other conditions on to Purchaser's ’s obligation to Close close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 Section 8.1.5 is not metmet with respect to Seller, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if terminate this Contract by delivering written notice to Seller to that effect, in which case this Contract shall terminate and be of no further force and effect subject to and except for the Surviving Provisions. Notwithstanding the foregoing, in the event that the failure of any such failure constitutes condition precedent is a result of a default or breach by Seller, Purchaser shall also be entitled to exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price10.2 below.

Appears in 1 contract

Samples: Purchase and Sale Contract (Universal Technical Institute Inc)

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