Seller’s Condition to Closing. Close of Escrow and Seller’s obligation to sell the Property to Buyer pursuant to this Agreement, are subject to the satisfaction of the following conditions at or prior to Closing:
Seller’s Condition to Closing. Seller’s obligation to close the Transaction is conditioned upon Seller obtaining all internal approvals of the Transaction within five (5) business days after the Execution Date. In the event this condition shall not be satisfied, Seller may terminate this Agreement by written notice to Buyer given within three (3) business days after the expiration of said five (5) business day period, in which event (a) the Title Company shall refund the Deposit to Buyer and (b) thereafter Seller and Buyer shall not have any liability hereunder except obligations which by the express terms of this Agreement survive the termination of this Agreement. The Closing Date shall be extended, if necessary, to provide for the eight (8) business day period (in the aggregate) provided for in this Article 8.
Seller’s Condition to Closing. The obligations of the Sellers under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, but compliance with any or all of such conditions may be waived, in writing, by the Sellers:
(a) The representations and warranties of Buyer and Eastern contained in this Agreement that are qualified as to materiality shall be true and correct in all respects and those representations and warranties not so qualified shall be true and correct in all material respects, in each case, on the date hereof and on the Closing Date (except to the extent that they expressly relate to an earlier date);
(b) Buyer and Eastern shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement and satisfied all of the conditions required by this Agreement to be performed or complied with or satisfied by Buyer and Eastern at or prior to the Closing;
(c) The waiting period under the HSR Act shall have expired or been terminated and, on the Closing Date, there shall be no injunction, restraining order or decree of any nature of any court or Governmental Body in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement and no action, suit or proceeding shall have been instituted by any Person or entity, or threatened by any Governmental Body, before a court or Governmental Body, to restrain or prevent the carrying out of the transactions contemplated by this Agreement;
(d) The FMRX Stockholder Approval shall have been obtained; and
(e) Buyer and Eastern shall have delivered all documents required to be delivered under Section 4.2.
Seller’s Condition to Closing. The obligation of Seller to consummate the Closing is subject to, at or prior to the Closing, of each of the following conditions; provided, that Seller may not rely on the failure of such conditions to be satisfied if such failure was caused by Seller’s failure to comply with the terms of this Agreement:
(a) the Government Approvals having been duly obtained, given or deemed granted; provided, that the absence of any appeals and the expiration of any appeal period with respect to the foregoing shall not constitute a condition to Closing hereunder;
(b) the Acquired Interests Bill of Sale duly executed by Xxxxx; and
(c) The Acquired Company delivers commercially reasonable evidence of Xxxxxx’s payoff and release of Xxxxx and claims. In addition the Acquired Company provides reasonable assurances of release of any and all claims of Seller.
Seller’s Condition to Closing. Buyer and Seller acknowledge and agree that a Tenant of the Property, IBM, has a right of first refusal to purchase the Property pursuant to the terms of its Lease. It shall be a condition precedent to Seller's obligation to close escrow and convey the Property to Buyer as contemplated herein that IBM shall have waived its right of first refusal to purchase the Property, in a form reasonably acceptable to Seller and its legal counsel (the "Condition Precedent".) This Condition Precedent is solely for the benefit of Seller. In the event that Seller is unable to satisfy or remove the Condition Precedent on or prior to the Close of Escrow, Seller shall have no obligation to convey the Property to Buyer but in such event, this Agreement shall automatically terminate, the Initial Deposit and any interest accrued thereon shall be returned to Buyer, the escrow shall be canceled (with Seller paying the escrow fees and charges incurred to such date), and this Agreement shall be void and of no further force and effect.
Seller’s Condition to Closing. Subject to its right to waive any condition required by this Paragraph 14, Seller is not obligated to consummate or cause to be consummated the transactions contemplated by this Agreement unless:
(a) All the representations and warranties of Purchaser shall be true at and as of the Closing with the same force and effect as if they had been made at and as of the Closing and Purchaser shall have complied with and performed all of the agreements contained in this Agreement to be performed by it at or before Closing; and
(b) Purchaser shall deliver to Seller at Closing the then unpaid balance of the Purchase Price.
Seller’s Condition to Closing. Intentionally Deleted.
Seller’s Condition to Closing. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Effective Date, of receipt of all consents of any third party required under any Contract as a result of or in connection with, the execution, delivery and performance of this Agreement, including the assignments by Seller of the Contracts to the Company.
Seller’s Condition to Closing. Sellers' obligation at any Closing to consummate the transactions contemplated by this Agreement is subject to the representation of Purchaser set forth in Section 3.1 being true and correct on such Closing Date as though made on such Closing Date.
Seller’s Condition to Closing. Seller's obligation to convey the Permits is conditioned upon (i) Buyer not having committed a material breach of this Agreement, and (ii) Buyer and one of its affiliates, USG Nevada, LLC, a Delaware limited liability company (“USG NV”), have acquired the first closing assets of EGP and Xxxxxxx and assumed the related liabilities of EGP and Xxxxxxx as provided in the Asset PSA.. Seller may, at any time or times before the Closing, waive the foregoing conditions. Any such waiver must be in writing and signed by Seller.
