Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.
(a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.
(b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.
(c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.
Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.13, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.13, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:
(a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.
(b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.2.
(c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period
(d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.
Seller’s Conditions for Closing. The obligations of the Seller to sell Purchased Shares at Closing is subject to fulfillment, or the waiver by the Seller, of each of the following conditions to the satisfaction of the Seller on or before the Closing:
Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be delivered to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.
(a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.
(b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.
(c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.
(d) Seller shall have obtained the necessary consent of its members to consummate the transaction described herein.
(e) Buyer and Manager shall have executed and delivered the New Management Agreement.
(f) It shall be a condition of Closing that the State of Arizona approve and execute the State Documents and such other documents as necessary or required by the State of Arizona for this contemplated transaction and place them into escrow with the Escrow Agent. If the State does not approve and execute the State Documents this Contract will terminate and the Xxxxxxx Money Deposit will be refunded to Buyer. Seller makes no representations or warranties to Buyer that the State of Arizona will approve and execute the State Documents or any other related documents. Seller and Buyer shall complete and execute the Application for Assignment in a form reasonably acceptable to all Parties, whereby Buyer is assigned all rights of the tenant under the Ground Lease and assumes all obligations of the tenant thereunder that are...
Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to any Seller’s right to cancel this Contract during the Review Period, the duties and obligations of each Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this
Seller’s Conditions for Closing. The closing and consummation of the transactions set forth in Section 11.6 and the obligations of Seller to consummate the Closing, are subject to the fulfillment of the following conditions precedent to Seller’s sole satisfaction, any one or more of which may be waived in whole or in part by Seller, which waiver shall be at the sole discretion of Seller, on or before the respective Closing Date:
Seller’s Conditions for Closing. Unless otherwise waived in writing, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Option Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Option Contract. Unless waived in writing by Seller, the following shall be pre-conditions to the Closing for each Hotel Property:
(a) All of Buyer’s representations and warranties contained in or made pursuant to this Option Contract shall be true and correct in all material respects as if made again on the Closing Date.
(b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.
(c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Option Contract to be performed, observed and complied with by Buyer, as and when required hereunder.
Seller’s Conditions for Closing. Seller's obligation to sell the Assets shall be subject to the satisfaction of the following conditions:
10.1 Seller shall have received from a U.S. Bankruptcy court having jurisdiction over Buyer, a final order approving this sale under Section 363 of the U.S. Bankruptcy Code, pursuant to the terms of this Agreement.
10.2 All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incident to this Agreement shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller shall have received copies of all of such documents and other evidence as Seller and its counsel may reasonably request in order to establish the consummation of such transactions.
10.3 Buyer shall have delivered to Seller all the documents that Buyer is required to deliver under this Agreement.
Seller’s Conditions for Closing. The obligation of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or before the date of Closing, of all the following conditions, unless waived in writing by the Seller:
Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing for each Hotel Property under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void as to only the affected Hotel Property without terminating this Contract as to the other Hotel Properties, in which case a pro rata amount of the Deposit (i.e., $500,000, plus interest thereon) for the affected Hotel Property (and the Deposit if the affected Hotel Property is the last Hotel Property to close) shall be immediately released to Seller and each of the parties shall be relieved from further liability to the other with respect to such Hotel Property.
(a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.
(b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.
(c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.
