SELLER'S CONDITION. Notwithstanding any representation, warranty or covenant in this Agreement to the contrary, Seller's obligations and exercise of the Option under this Agreement are conditioned on approval of this Agreement by the limited partner of Seller.
SELLER'S CONDITION. Seller's obligation to consummate the transactions contemplated by this Agreement shall be subject to the representations and warranties of Buyer contained herein being true and correct at and as of the Closing Date (and the Second Closing Date, if applicable) as if made at and as of such time.
SELLER'S CONDITION. The Seller hereby agrees that the only remaining conditions to Seller's obligations to close, under Section 4.1 of the Amended Purchase Agreement, are the conditions in Sections 4.1.1, 4.1.2, 4.1.4, 4.1.5, 4.1.7, and 4.1.6, solely with respect to any litigation commenced and served after the date of this Agreement. All other conditions are hereby expressly waived.
SELLER'S CONDITION. Seller shall bear all costs of compliance with the Connecticut Transfer Act (“CTA”). This condition will be deemed to have been satisfied if Seller is able to comply with the CTA by filing a Form I or by submitting any other form, provided that the cost of such submission and compliance is not estimated to exceed $50,000. However, if Seller, in its sole discretion, determines that: (A) any form other than a Form I must be submitted in the course of such compliance with the CTA; and (B) the cost of filing any other form and otherwise complying with the requirements of the CTA will exceed $50,000, then Seller shall promptly deliver written notice of this determination to Buyer (“Seller’s Environmental Notice”) and the parties will proceed as follows. Each party will have 15 business days after Buyer’s receipt of Seller’s Environmental Notice to deliver written notice to the other party terminating this Agreement, in which case the parties shall have no further rights, remedies, obligations or liabilities to each other with respect to this Agreement. If neither party delivers a notice of termination within this 15 business day period, then Seller shall submit the form appropriate in the circumstances and perform such steps as are required under the CTA (except that if Seller determines (at any time before the Closing date) that the cost of any such steps will be greater than Seller’s original estimate and will exceed $50,000, then Seller may deliver written notice to Buyer retracting this election and terminating this Agreement, instead). If additional steps are required under the CTA at any time after the Closing date, the parties shall proceed as provided in subparagraph (v), below.
SELLER'S CONDITION. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions, any one (1) or all of which may be waived by Seller in writing:
SELLER'S CONDITION. 4.4.1 On any one occasion during the period from the date of this Agreement to the tenth business day before the Completion Date the Seller may give the Buyer its calculation of the Estimated Completion Adjustment, together with the management accounts upon which the Estimated Completion Adjustment is based and such working papers used in connection with the preparation of the same as are necessary or appropriate to understand and agree the calculation of the Estimated Completion Adjustment.
4.4.2 If the Estimated Completion Adjustment is greater than $50,000,000 (fifty million dollars) or less than zero, the Seller may at the same time as it provides the Buyer with its calculation of the Estimated Completion Adjustment, give the Buyer notice that it wishes to terminate this Agreement (the "TERMINATION NOTICE").
4.4.3 Unless the Buyer shall within seven business days of receipt of the Termination Notice (and the related management accounts and working papers) serve a notice in writing on the Seller that it objects to the Estimated Completion Adjustment (identifying the reason for any objection and the amount(s) or item(s) in the Estimated Completion Adjustment calculation, the relevant management accounts and/or associated working papers which is/are in dispute) (such notification being, for the purposes of this Clause 4.4, a "TERMINATION OBJECTION NOTICE") the Buyer shall be deemed to have agreed the Estimated Completion Adjustment and this Agreement shall automatically terminate in accordance with Clause 4.4.8.
4.4.4 The Buyer shall only be entitled to serve a Termination Objection Notice if the basis of its objection is that the calculation of the Estimated Completion Adjustment should result in an amount which is greater than zero and equal to or less than $50,000,000 (fifty million dollars).
4.4.5 If, within the period referred to in Clause 4.4.3, the Buyer shall give the Seller a Termination Objection Notice then the Buyer or the Seller shall be entitled, within five business days of the date of such a notice, to refer the matter(s) in dispute to Ernst & Young, unless Ernst & Young are not at the relevant time independent of each of the parties in which case the matter(s) shall be referred to an independent firm of chartered accountants agreed upon between them or (failing agreement within four days of one party giving notice to the other that it desires an independent expert to be appointed) to be selected (at the instance of either party) by the Pr...
SELLER'S CONDITION. The representations and warranties of Purchaser contained in this Agreement must be true and correct as of the Closing with the same effect as though made at that time, and Purchaser must have performed all obligations and complied with all covenants contained in this Agreement to be performed or complied with by it prior to or at Closing.
SELLER'S CONDITION. At the Closing, the Purchaser shall deliver to the Seller an aggregate of $5,000.
SELLER'S CONDITION. In addition to the other terms and provisions of this Agreement which give Seller the right to terminate this Agreement and the Escrow created pursuant hereto, Seller's obligation to sell the Property to Buyer shall be subject to the satisfaction of the following condition (or Seller's written waiver thereof, it being agreed that Seller may waive such condition): As of the Closing Date, Buyer shall have delivered or caused to be delivered to the Escrow Holder all of the documents and funds described in Sections 2 and 7 above, including the full Purchase Price. If the foregoing is not timely satisfied or waived by Seller, Seller shall have the right to terminate this Agreement on the Closing Date by delivering written termination notice to Buyer.
SELLER'S CONDITION. The obligation of Sellers to sell the Hauling Assets and the obligation of the Selling Parties to take the other actions required to be taken by the Selling Parties at Closing is subject to the satisfaction of each of the following conditions prior to or at Closing:
(a) there was no inaccuracy in or breach of any of Buyer's representations and warranties in Article 5 as of the date of this Agreement, and there would be no inaccuracy in or breach of any of Buyer's representations and warranties if they were made again at and as of Closing;
(b) Buyer has executed and delivered all of its Closing Documents and all of the Other Closing Agreements, has delivered all of the other documents that it is required to deliver prior to or at Closing, and has performed all of its other obligations under this Agreement that it is required to perform prior to or at Closing; and
(c) each of the other parties to the Other Closing Agreements (other than a Selling Party) has executed and delivered each Other Closing Agreement to which it is a party;
(d) the Selling Parties' consummation of the Contemplated Transaction will not violate any Law enacted, adopted or formally proposed or introduced since the date of this Agreement, or any Order entered or issued since the date of this Agreement, to which any Selling Party is or will become subject. The Selling Parties may waive any condition specified in this Section 8.2 by a written waiver at any time prior to or at Closing.
