Common use of Seller’s Conditions Precedent Clause in Contracts

Seller’s Conditions Precedent. Seller’s obligation to sell the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent: (a) On or before the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer pursuant to this Agreement. (b) Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as stated. (c) The Additional Closings shall be consummated contemporaneously with the consummation of the Closing under this Agreement. (d) The Regulatory Consents shall have been obtained.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Equity Resource Group Inc Et Al), Purchase and Sale Agreement (Equity Resource Group Inc Et Al), Purchase and Sale Agreement (Berkshire Income Realty Inc)

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Seller’s Conditions Precedent. Seller’s obligation to sell the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent: (a) On or before the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer pursuant to this Agreement. (b) Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as stated. (c) The Additional Closings shall be consummated contemporaneously with the consummation of the Closing under this Agreement. (d) All of the Defeasance Conditions shall have been fulfilled, including provision for the payment of all of the Defeasance Costs which are the sole obligation of Buyer. (e) The Regulatory Consents shall have been obtained.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc), Purchase and Sale Agreement (Equity Resource Group Inc Et Al), Purchase and Sale Agreement (Berkshire Income Realty Inc)

Seller’s Conditions Precedent. Seller’s 's obligation to sell the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent: (a) On or before the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer pursuant to this Agreement. (b) Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as stated. (c) The Additional Closings shall be consummated contemporaneously with the consummation of the Closing under this Agreement. (d) The Regulatory Consents shall have been obtained.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership), Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership)

Seller’s Conditions Precedent. Seller’s 's obligation to sell the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent: (a) On or before the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer pursuant to this Agreement. (b) Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as stated. (c) The Additional Closings shall be consummated contemporaneously with the consummation of the Closing under this Agreement. (d) All of the Defeasance Conditions shall have been fulfilled, including provision for the payment of all of the Defeasance Costs which are the sole obligation of Buyer. (e) The Regulatory Consents shall have been obtained.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership), Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership)

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Seller’s Conditions Precedent. Seller’s obligation to sell The obligations of the Partnership Interests or otherwise to perform any obligation provided in Seller under this Agreement shall be conditioned upon to proceed with the Closing are subject, to the fulfillment or waiver, at the option of the Seller, of each of the following conditions precedentat or prior to the Closing: (a) On or before The representations and warranties of Buyer contained in this Agreement and each certificate delivered by it at the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer Closing pursuant to this Agreement. (b) Buyer’s Agreement shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the time of the Closing with the same force and effect as though such representations and warranties contained herein were made at that time except that representations and warranties made as of a specific, indicated date shall be true and correct in all material respects as of such specified date. (b) Each covenant, agreement and obligation required by the date terms of this Agreement to be complied with and performed by Buyer at or prior to the Closing Dateshall have been complied with and performed, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as statedin all material respects. (c) The Additional Closings Buyer shall be consummated contemporaneously with have delivered to and for the consummation benefit of the Seller a certificate of Buyer executed on the Closing under Date certifying that the conditions set forth in subsections (a) and (b) of this Agreement. (d) The Regulatory Consents shall Section 3.6 have been obtainedfulfilled.

Appears in 1 contract

Samples: Asset Purchase Agreement (Philipp Brothers Chemicals Inc)

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