Seller’s Obligation to Cure Sample Clauses

Seller’s Obligation to Cure. Seller shall have the obligation to cure prior to the Closing Date or make arrangements to cure after the Closing Date all Unsatisfactory Exceptions that (i) can be cured without paying money to third parties, (ii) are Liens or (iii) will materially restrict or prevent the use of the Real Property at issue in the operation of the System. Nothing in this Section 6.03 shall be deemed to restrict or modify the Parties' respective obligations after the Closing Date with respect to Real Property or Occupancy Agreements. Any matter disclosed by the Title Evidence or Boundary Evidence to which Purchaser fails to timely object or with respect to which Seller has no obligation to cure pursuant to this Section 6.03(b) shall be deemed a "Permitted Real Property Encumbrance."
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Seller’s Obligation to Cure. Notwithstanding anything contained in Section 6.04 or Section 6.06, to the contrary, but subject to the provisions of this Section 6.07, Seller shall be required to remove as Objections, by payment, bonding or otherwise, any Objections or Update Objections which are placed on the Property by Seller from and after the date of this Agreement and which can be removed by the payment of a liquidated sum of money, provided that, as to any such Objections or Update Objections that are involuntarily placed on the Property, in no event shall Seller be obligated to expend amounts in excess of $50,000 in the aggregate pursuant to the provisions of this sentence to remove such involuntarily placed matters. There shall be no spending limit, as aforesaid, on liens which constitute Objections or Update Objections hereunder and which are voluntarily placed on the Property by Seller after the date of this Agreement.
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Seller’s Obligation to Cure. Seller shall have the obligation to cure at any time during the Interim Period and for one (1) year following each Closing (the “Cure Period”), any actual or alleged corporate or contractual breach, default or defect; or item of governmental noncompliance relating to any Company Group entity or the assets of any Company Group entity of which it has been advised by Buyer (a “Defect”). During the period of time from each Closing to the expiration of the applicable Cure Period, the Parties agree to reasonably cooperate with each other, including by giving the other Party reasonable access to all records in such Party’s possession or control to the extent necessary or convenient to facilitate Seller’s attempt to cure any such Defects. With respect to each alleged Defect that is not reasonably cured on or before the Applicable Closing Date and which Buyer agrees to attempt to cure during the Cure Period, Seller shall use reasonable efforts to cure all identified Defects and maintain accurate books and records of all costs and actions taken to cure such Defects.
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Seller’s Obligation to Cure. If the Survey or the Commitment, as initially issued or as redated to the Closing Date, shall disclose exceptions other than the Permitted Exceptions, or, if any title or survey matter is otherwise unacceptable to Buyer, Buyer shall notify Seller in writing prior to the expiration of the Investigation Review Period. Seller shall attempt to remove such exceptions or title or survey matters as are susceptible of being removed or to otherwise cure such matters prior to the Closing Date, provided, however that Seller shall not be obligated to expend any funds in connection therewith, except for monetary liens or encumbrances for ascertainable amounts which have been created or assumed by Seller. Title or survey matters shall be considered as removed or cured. if Seller secures the agreement of the Title Company to issue the Title Policy to Buyer as herein provided without making exception for the same.
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Seller’s Obligation to Cure. 12 Section 6.08. Manner of Cure of Objections and Update Objections 13 Section 6.09. Certain Items Not Objections or Update Objections 13 ARTICLE 7. Representations. 13 Section 7.01. Seller’s Representations 13 Section 7.02. Seller’s Knowledge 15 Section 7.03. Survival and Breach 16 Section 7.04. Purchaser’s Representations 16 Section 7.05. Purchaser’s Knowledge 17 ARTICLE 8. Condition of the Property; Hazardous Materials. 17 Section 8.01. Property Sold As-Is. 17 Section 8.02. Purchaser’s Inspection of Property. 19 Section 8.03. Purchaser’s Waiver of Certain Environmental Claims 20 Section 8.04. Hazardous Substances and Environmental Laws Defined 21 Section 8.05. Seller Not Liable for Certain Representations 21 Section 8.06. Abandoned Telecommunications Cabling 21 Section 8.07. Survival 22
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Seller’s Obligation to Cure. Seller, at its cost and expense, shall use commercially reasonable efforts to cure or remove all Encumbrances, including all defects and encroachments revealed by the Survey, prior to Closing in a manner reasonably satisfactory to Purchaser, Purchaser's lender or the Title Company. If Purchaser does not deliver to Seller a Title Commitment or other written notice specifying those items which are Permitted Encumbrances and Encumbrances within the Objection Period, then all of the items reflected on the Title Commitment and any overlaps, encroachments, easements or encumbrances shown on the Survey shall be considered to be Permitted Liens and Encumbrances.
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Seller’s Obligation to Cure. Notwithstanding the terms and provisions set forth in Section 2.3 and Section 2.4 above or any other provisions of this Agreement to the contrary, and regardless of whether Purchaser objects to such matters, Seller shall be obligated at Closing, at Seller’s sole expense, (i) to discharge, release and satisfy any deed of trust, security interest, vendor’s lien, or lien existing on the Effective Date or arising after the Effective Date and not created by or resulting from the acts of Purchaser, EXCEPT those pertaining to the Existing Loans, and (ii) fully satisfy all Title Commitment Schedule C requirements of Seller. In no event whatsoever shall any of the items described in this Section 2.5 ever constitute Permitted Exceptions. If Seller fails to remove any such items as of Closing, then Purchaser shall have the right, at Purchaser’s option, to (x) offset the outstanding balance of such items against the Purchase Price, or (y) terminate this Agreement, receive a prompt refund of the Xxxxxxx Money, and/or seek specific performance of this Agreement.
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Related to Seller’s Obligation to Cure

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Seller's Obligation The obligation of Sellers to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing. (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect. (iii) The waiting period under the HSR Act shall have expired or terminated.

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Conditions to Seller’s Obligation Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • Seller’s Obligations At Completion, the Seller and/or the Seller’s Guarantor, as applicable, shall deliver or cause to be delivered to the Purchaser or the Company (as applicable): 1. The Seller shall deliver (a) a copy of or extracts from the minutes of a meeting of the directors of the Seller authorising the Seller to enter into and perform its obligations under this Agreement, certified to be a true and complete copy or extract by a director or the secretary of the Seller, and (b) a copy of or extracts from the minutes of a meeting of the directors of Seller’s Guarantor authorising Seller’s Guarantor to enter into and perform its obligations under this Agreement, certified to be a true and complete copy or extract by a director or the secretary of the Seller’s Guarantor. 2. The Seller shall procure that the Additional Shares are credited through the facilities and in accordance with the procedures of DTC to an account or accounts designated by the Purchaser. 3. The Seller or the Seller’s Guarantor, as the case may be, shall deliver all other documents, instruments and security expressly required by this Agreement to be delivered by Seller or Seller’s Guarantor to Purchaser as a condition to Completion. 4. The Seller shall deliver written evidence, acceptable to Purchaser, of the release of the Additional Shares from any and all Encumbrances, prior to or upon payment of the Consideration by Purchaser in the manner provided in the Agreement. 5. The Seller or the Seller’s Guarantor shall deliver the written voluntary resignation of the appointee from the board of directors of the Company appointed by the Seller’s Guarantor, effective at Completion. 6. The Seller shall deliver executed power(s) of attorney in favour of the Purchaser or as it directs in the agreed form, and such duly executed waivers or consents as may be required to give a good title to the Additional Shares to the Purchaser or as it directs and to enable the Purchaser or other such person to be registered as the holder of the Additional Shares and, pending registration, to exercise all voting and other rights attaching to the Additional Shares. For avoidance of doubt, such power of attorney shall not be effective until all Encumbrances on the Additional Shares are released and the Completion has occurred.

  • Conditions to Seller’s Obligations 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 Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

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