Common use of Seller’s Conditions Precedent to Closing Clause in Contracts

Seller’s Conditions Precedent to Closing. The obligations of the Seller under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing): (a) Magellan shall have consummated a new credit facility in the amount contemplated by Section 7.1 (r). (b) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (c) Magellan shall have received stockholder approval relating to the Transactions pursuant to the proxy materials for Magellan's 1997 annual meeting. (d) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing by the Seller shall have expired. (e) Magellan shall have complied with all federal and state laws, rules and regulations applicable to the execution and delivery of the Franchise Agreement. (f) Magellan shall have received opinions of counsel to the Purchaser regarding the Purchaser's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant. (h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo. (i) The Purchaser shall have performed in all material respects all of its covenants and other material obligations contained in this Agreement, and all of the Purchaser's representations and warranties contained in this Agreement shall be true in all material respects on and as of the Closing Date. (j) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by the parties. (k) There shall exist no material regulatory or contractual impediment to, nor any litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the operation of the Facilities or the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to proceed with the consummation of the Transactions. (l) The "fairness" opinion obtained by Magellan from Dean Xxxxxx Xxxxxxxx Xxx. shall not have been withdrawn or revoked. (m) All of the conditions of the other Transaction Documents shall have been satisfied or waived by the party(ies) entitled to insist upon satisfaction of same, and the closing of all of the Transactions shall have occurred or shall occur simultaneously with the Closing hereunder.

Seller’s Conditions Precedent to Closing. The obligations of the Seller under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing): (a) Magellan shall have consummated a new credit facility in the amount contemplated by Section 7.1 (r). (b) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (c) Magellan shall have received stockholder approval relating to the Transactions pursuant to the proxy materials for Magellan's 1997 annual meeting. (d) The waiting period under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act after any necessary filing by the Seller shall have expired. (e) Magellan shall have complied with all federal and state laws, rules and regulations applicable to the execution and delivery of the Franchise Agreement. (f) Magellan shall have received opinions of counsel to the Purchaser regarding the Purchaser's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant. (h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo. (i) The Purchaser shall have performed in all material respects all of its covenants and other material obligations contained in this Agreement, and all of the Purchaser's representations and warranties contained in this Agreement shall be true in all material respects on and as of the Closing Date. (j) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by the parties. (k) There shall exist no material regulatory or contractual impediment to, nor any litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the operation of the Facilities or the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to proceed with the consummation of the Transactions. (l) The "fairness" opinion obtained by Magellan from Dean Xxxx Xxxxxx Xxxxxxxx Xxx. Inc. shall not have been withdrawn or revoked. (m) All of the conditions of the other Transaction Documents shall have been satisfied or waived by the party(ies) entitled to insist upon satisfaction of same, and the closing of all of the Transactions shall have occurred or shall occur simultaneously with the Closing hereunder.

Seller’s Conditions Precedent to Closing. The obligations Seller shall not be obligated to close the Transaction until the fulfillment (or written waiver by Seller) of the Seller under this Agreement are subject to the satisfaction on or before the Closing Date all of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing):conditions: (a) Magellan Purchaser shall have consummated a new credit facility in delivered to the amount contemplated by Section 7.1 (r).Title Company the Purchase Price, as adjusted pursuant to the requirements of this Agreement; (b) Receipt Purchaser shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all consentsTransaction Documents, regulatory including without limitation, the Lease Agreement, together with the Memorandum of Lease and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation Assignment of such businesses.Warranties; (c) Magellan Purchaser shall have received stockholder approval relating delivered to the Transactions pursuant Title Company Closing settlement statements approved by Seller and Purchaser to reflect the proxy materials credits, prorations, and adjustments contemplated by or specifically provided for Magellan's 1997 annual meeting.in this Agreement; (d) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing by the Seller Purchaser shall have expired.delivered to Seller and/or the Title Company such further documents as may reasonably be required in order to fully and legally close this Transaction; and (e) Magellan Seller shall have complied with all federal received approval of this Agreement and state lawsthe Lease Agreement from JPMorgan Chase Bank, rules N.A., (“Lender”) the administrative agent for certain lenders under a Credit Agreement dated April 26, 2012, as amended (the “Credit Agreement”) by and regulations applicable to the execution among Lender, Seller and delivery certain other lenders and affiliates of the Franchise Agreement.Seller; (f) Magellan Seller shall have received opinions of counsel to the Purchaser regarding the Purchaser's authority to enter into the transactionsobtained a Release or Payoff Letter from Lender. As used herein, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant. (h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo. (i) The Purchaser shall have performed “Security Instruments” means all mortgages, assignments of leases and rents, financing statements or other security instruments that are related to the Credit Agreement and that are a lien against or otherwise affect all or any portion of the Property, (ii) “Release” means a Release of Mortgage and any and all other releases necessary to release the Security Instruments, each in form as acceptable to the Title Company in order for it to delete from the Title Policy all material respects all of its covenants and other material obligations contained in this Agreementtitle exceptions related to the Security Instruments, and (iii) “Payoff Letter” means a payoff letter from Lender in form as acceptable to Title Company in order for it to delete from the Title Policy all of title exceptions related to the Purchaser's representations and warranties contained in this Agreement shall be true in all material respects on and as of Security Instruments. Seller agrees to use commercially reasonable efforts to obtain a Release or Payoff Letter prior to the Closing Date. (j) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by , provided that Seller’s failure to obtain the parties. (k) There shall exist no material regulatory or contractual impediment to, nor any litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the operation of the Facilities or the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to proceed with the consummation of the Transactions. (l) The "fairness" opinion obtained by Magellan from Dean Xxxxxx Xxxxxxxx Xxx. same shall not have been withdrawn or revoked. (m) All be a breach of the conditions of the other Transaction Documents shall have been satisfied or waived by the party(ies) entitled to insist upon satisfaction of same, and the closing of all of the Transactions shall have occurred or shall occur simultaneously with the Closing hereunder.this Agreement

Seller’s Conditions Precedent to Closing. The obligations of Seller’s obligation to consummate the Seller under transaction contemplated by this Agreement are subject to the satisfaction on or before the Closing Date Contract is contingent upon all of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing): (athe “Seller Closing Conditions”) Magellan shall have consummated a new credit facility in the amount contemplated by Section 7.1 (r). (b) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (c) Magellan shall have received stockholder approval relating to the Transactions pursuant to the proxy materials for Magellan's 1997 annual meeting. (d) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing by the Seller shall have expired. (e) Magellan shall have complied with all federal and state laws, rules and regulations applicable to the execution and delivery being satisfied as of the Franchise Agreement.date and time the Closing is scheduled to take place under Paragraph 9: (f) Magellan shall have received opinions A. Purchaser not being in default under this Contract, all of counsel to the representations and warranties made by Purchaser regarding the Purchaser's authority to enter into the transactionsin this Contract being true, due authorization, good standing, no conflicts with or defaults under other material agreements, accurate and other customary opinions. (g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant. (h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo. (i) The Purchaser shall have performed complete in all material respects as of the Closing Date and Purchaser not having failed to disclose any information necessary to make such representation or warranty, in light of the relevant facts and circumstances, not materially misleading. B. Seller’s receipt of the Purchase Price from Purchaser, subject to the prorations, credits and adjustments expressly provided for in this Contract. C. Purchaser not having filed a petition in bankruptcy, making an assignment for the benefit of creditors, or otherwise declaring itself to be insolvent, and not being the subject of an involuntary petition in bankruptcy or similar insolvency proceeding. D. Purchaser delivering to Seller at Closing all documents and deliveries as required by the terms of Paragraph 9 of this Contract. E. Purchaser having complied with and performed all of its covenants and other material obligations contained in this Agreement, and all of the Purchaser's representations and warranties contained as provided in this Agreement shall be true Paragraph 14 hereof. F. The Real Estate Sale Contract between Purchaser and Seller dated April 22, 2019, (the “Like Kind Property Contract”) providing for Seller’s (the Village of Villa Park) purchase of Purchaser’s (G-C Properties, LLC) real estate commonly known as 100 and 000 X. Xxxxx Avenue, Villa Park, Illinois, as legally described on Exhibit B hereto (the “Like Kind Property”), having not been previously been breached or terminated and the “Closing,” as defined in all material respects on and the Like Kind Property Contract, having been completed. If any one of the Seller Closing Conditions is not satisfied as of the date and time the Closing Date. is scheduled to occur, and Purchaser has not terminated this Contract in accordance with the terms hereof, then Seller may: (ji) The allocations referenced in Sections 2.1 terminate this Contract by written notice to Purchaser; or (ii) waive such Seller Closing Conditions and 2.2 hereof shall have been agreed upon by the parties. (k) There shall exist no material regulatory or contractual impediment to, nor any litigation, governmental proceeding or investigation seeking to enjoin, challenging or seeking damages in connection with, the operation of the Facilities or the Transactions that, in Magellan's or the Purchaser's reasonable judgment, would make it inadvisable to proceed with the consummation Closing. If the Seller Closing Condition is not satisfied as a result of Purchaser’s breach of this Contract and Seller elects to terminate this Contract, Purchaser shall remit to Seller the Transactionsliquidated damages amount set forth in Paragraph 17. (l) The "fairness" opinion obtained by Magellan from Dean Xxxxxx Xxxxxxxx Xxx. shall not have been withdrawn or revoked. (m) All of the conditions of the other Transaction Documents shall have been satisfied or waived by the party(ies) entitled to insist upon satisfaction of same, and the closing of all of the Transactions shall have occurred or shall occur simultaneously with the Closing hereunder.

Seller’s Conditions Precedent to Closing. The obligations of Seller to effect the Seller under transactions contemplated by this Agreement are shall be subject to the satisfaction on or before the Closing Date of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing): (a) Magellan shall have consummated a new credit facility in the amount contemplated by Section 7.1 (r). (b) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations precedent at or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses. (c) Magellan shall have received stockholder approval relating prior to the Transactions pursuant to the proxy materials Closing Date for Magellan's 1997 annual meeting. (d) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing each Phase unless waived in writing by the Seller shall have expired. (e) Magellan shall have complied with all federal and state lawsSeller, rules and regulations applicable to the execution and delivery of the Franchise Agreement. (f) Magellan shall have received opinions of counsel to the Purchaser regarding the Purchaser's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions. (g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant. (h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo.at its sole discretion: (i) The Purchaser Closing shall have performed occurred under the PSA to the satisfaction of the Seller; and (ii) The representations and warranties of the Developer shall be true and correct in all material respects all of its covenants and other material obligations contained in this Agreement, and all of the Purchaser's representations and warranties contained in this Agreement shall be true in all material respects on and as of the Effective Date and the Closing Date.; and (jiii) The allocations referenced in Sections 2.1 All Title Objections, Survey Objections, Environmental Objections and 2.2 hereof Zoning and Land Use Objections, if any, shall have been agreed upon by resolved to the parties.Seller’s reasonable satisfaction or waived; and (kiv) There Developer shall exist no material regulatory not be (i) subject to any order, decree, judgment or contractual impediment to, nor any litigation, injunction of a court or governmental proceeding body of competent jurisdiction which enjoins or investigation seeking to enjoin, challenging or seeking damages in connection with, the operation prohibits consummation of the Facilities transactions contemplated herein nor (ii) a party to any pending action, suit or the Transactions that, in Magellan's proceeding before any court or the Purchaser's reasonable judgment, would make it inadvisable governmental agency of competent jurisdiction which seeks to proceed with enjoin or prohibit the consummation of the Transactions.transactions contemplated hereby, or to cause any of the transactions contemplated hereby to be rescinded following their consummation, or which materially and adversely affects the Timeshare Property or the use of the Timeshare Property in accordance with the Developer’s intended use; and (lv) Developer shall have performed all material obligations and complied with all material covenants and obtained all necessary approvals and consents required or contemplated by this Agreement; and (vi) The "fairness" opinion obtained by Magellan from Dean Xxxxxx Xxxxxxxx Xxx. parties shall not have been withdrawn or revoked.concluded and executed all applicable Timeshare Development Agreements; and (mvii) All The Senior Lenders shall have given all required consents to the Closing of the conditions of the other Transaction Documents shall have been satisfied transaction; and (viii) The satisfaction or waived by the party(ies) entitled to insist upon satisfaction of same, and the closing waiver of all of the Transactions Developer’s Conditions Precedent to Closing as provided in Section 25(a); and (ix) All consents and approvals, including but not limited to those referred to in Section 20(iv) and Schedule 20, shall have occurred or shall occur simultaneously with the Closing hereunderbeen obtained.