Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:
(i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.
(ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.
Seller’s Conditions. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any one or more of which may be waived in writing by Seller:
(a) Seller shall have received payment of the Purchase Price, in accordance with Section 2.02 of this Agreement.
(b) Purchaser shall have delivered all of the documents and other items described in Section 5.01.
(c) The representations and warranties of Purchaser set forth in Section 3.02 above shall be true and correct in all material respects.
(d) Lender shall have consented to the transfer of the Sale Assets contemplated by this Agreement. Purchaser acknowledges that obtaining Lender's consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense, and shall cause its affiliates and employees to promptly, (i) provide such information, (ii) execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and any applicable rating agencies, including, without limitation, tax, bankruptcy and substantive non-consolidation opinions, and (iv) take such other actions, as may be requested by Seller, Lender and/or the rating agencies (including any of the foregoing actions as may be requested by Seller as may be necessary to satisfy the requirements in the Mortgage).
Seller’s Conditions. The obligation of Seller to sell and convey the Property pursuant to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is specifically set forth in this Agreement) of all of the following conditions precedent, which conditions are for the benefit of Seller only and the satisfaction of which may be waived only in writing by Seller:
Seller’s Conditions. Seller’s obligations to Close are conditioned upon the following (“Seller’s Conditions”):
(i) All representations and warranties of Buyer in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Buyer shall have performed in all material respects all covenants and obligations required to be performed by Buyer on or before the Closing Date.
Seller’s Conditions. The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to Closing of the following conditions precedent:
Seller’s Conditions. The obligation of Sellers to consummate the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):
(a) Each of Purchaser’s representations and warranties contained herein being true and correct in all material respects as of the Closing Date; provided, however, that with respect to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing.
(b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement.
(c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3.
(d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained...
Seller’s Conditions. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any one or more of which may be waived in writing by Seller:
(a) Seller shall have received payment of the Purchase Price in accordance with Section 2.02 of this Agreement.
(b) Purchaser shall have delivered all of the documents and other items described in Section 5.01.
(c) The representations and warranties of Purchaser set forth in Section 3.02 above shall be true and correct in all material respects.
Seller’s Conditions. Seller shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:
Seller’s Conditions. Seller’s obligation to sell the Property shall be expressly conditioned upon the fulfillment to Seller’s satisfaction of each of the following:
(a) The delivery and performance of all documents and closing items required to be delivered or performed by Buyer; and
(b) The performance and observation by Buyer, in all material respects, all covenants and agreements set forth in this Agreement to be performed and observed by Buyer as of the Closing Date, including, without limitation, the timely payment of the Deposit and the Remaining Balance.
Seller’s Conditions. The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions.
(a) All representations and warranties of Purchaser contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Purchaser shall have performed and satisfied all agreements in all material respects required by this Agreement to be performed and satisfied by Purchaser at or prior to the Closing.
(b) Seller shall have received a certificate dated as of the Closing, executed by the President or any Vice President of Purchaser, to the effect that the statements in Section 9.1(a) are true in all material respects at and as of the Closing.
(c) No order shall have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this contract that restrains or prohibits the purchase and sale contemplated by this Agreement and which remains in effect at the time of Closing, except
(i) any order affecting a matter with respect to which Seller has been adequately indemnified by Purchaser or
(ii) any order affecting only a portion of the Assets, which portion of the Assets could be treated as a Casualty Loss in accordance with Section 3.5.
(d) Seller shall have been provided with such documentation or other assurance as Seller deems necessary that Purchaser has obtained all bonds or approvals as may be required for assigning, owning or operating the Assets and all obligations associated with the Assets; or as may be necessary to comply with Purchaser’s assumption of obligations as described in Section 6.1, hereof.
