Common use of Seller Conditions Clause in Contracts

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord under any or all of the Leases has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Regency Health Services Inc), Purchase and Sale Agreement (Regency Health Services Inc)

AutoNDA by SimpleDocs

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord landlord or licensor under any the Ground Sublease or all of the Leases Parking Agreement has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.. ARTICLE XIII

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord under any or all of other party to the Leases Clinic Agreement has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Regency Health Services Inc)

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord landlord under any or all of the Leases has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

AutoNDA by SimpleDocs

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord landlord under any or all of the Leases Dove Street Lease has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.. ARTICLE XIII

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing: (a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof. (b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date. (c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord landlord under any or all of the Leases Hospital Lease has refused to release Seller from its guarantee thereof or from primary liability thereunder. (d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!