VENDOR'S CONDITION PRECEDENT Sample Clauses

VENDOR'S CONDITION PRECEDENT. The obligation of the Vendor to complete the transactions contemplated herein on the Closing Date is subject to the following condition (the "Vendor’s Condition") being satisfied or waived on or before 5:00 p.m. on October 27, 2021: (a) the Vendor having arranged for the satisfactory release and discharge of the Vendor's obligations under the lease agreement between the Vendor and the City of Pxxxxx River dated for reference November 15, 2016, as amended on July 7, 2017; (b) the Vendor being satisfied with the form and substance of the release and discharge of the Existing Liabilities provided by the Purchaser in part satisfaction of the Purchase Price. The Vendor’s Condition is for the Vendor’s sole benefit and may be waived unilaterally by the Vendor, at the Vendor’s election and if such Vendor’s Condition is not satisfied or waived within the time herein provided then the Vendor’s obligation to sell the Purchased Assets will be at an end, provided that the Vendor shall remain bound by the confidentiality provisions of section 11 hereof.
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VENDOR'S CONDITION PRECEDENT. The obligation of the Vendor to complete the sale of the Strata Lot to the Purchaser on the Completion Date is subject to and conditional upon the following conditions precedent (the “Vendor’s Conditions”) being satisfied or waived by the Vendor on or before (a) Whistler Housing Authority Ltd., acting on behalf of the Municipality, approving the terms of the sale of the Strata Lot to the Purchaser; and (b) Whistler Housing Authority Ltd., acting on behalf of the Municipality confirming that the Purchaser is an eligible “Employee”, “Retiree” or “Qualified Business”, as those terms are defined in the Housing Agreement Covenant (as defined in section 8) and that the Purchaser qualifies under the terms set out in the most current version of the Whistler Housing Authority Guidelines for the Waitlist Process and Resident Housing Waitlist Policy. The Vendor’s Conditions are for the sole benefit of the Vendor and may be unilaterally waived in writing in whole or in part by the Vendor at any time up to and including the time specified above. If the Vendor fails to notify the Purchaser in writing of the satisfaction or waiver of all of the Vendor’s Conditions by the time specified above, this Contract will be null and void. In such event, the Vendor’s Solicitors are hereby irrevocably directed by the Vendor and the Purchaser to forthwith repay the Initial Deposit, in full, to the Vendor without deduction and thereafter neither party will have any further obligations to the other hereunder. The Purchaser acknowledges and agrees that it is signing, or be deemed to have signed, this Contract under seal and that the Purchaser will not have any right to revoke his or her offer herein while this Contract remains subject to Vendor’s Conditions. The Purchaser acknowledges and agrees that the Vendor will not be liable for any damages or costs whatsoever incurred by the Purchaser resulting from any such termination including, without limitation, relocation costs, professional fees and disbursements, opportunity costs, loss of bargain, damages and/or costs resulting from hardship or any other damages or costs incurred by the Purchaser, directly or indirectly, and that this provision will constitute a complete defence to any claim that may be made against the Vendor by the Purchaser in respect of the Vendor’s termination of this Contract.
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VENDOR'S CONDITION PRECEDENT. QLT’s obligation to complete the transactions contemplated by this Agreement is subject to satisfaction of the following condition, which is for the sole benefit of QLT and may be waived by QLT giving notice in writing to the Purchaser of such waiver at or before the time provided for satisfaction thereof, namely, that on or before 5:00 p.m. (Vancouver time) on July 18, 2008, QLT shall have reached agreement with the Purchaser in writing on the form of QLT Lease in accordance with Section 4.6. If this condition is neither satisfied nor waived by QLT at or before the time provided above for satisfaction thereof, then, unless QLT and the Purchaser otherwise agree in writing, neither QLT nor the Purchaser shall have any further obligation to complete the transactions contemplated by this Agreement, and the Deposit and interest thereon shall be returned to the Purchaser in accordance with Section 2.3(b), without prejudice to any other rights of the parties under or pursuant to this Agreement.
Sample 1
VENDOR'S CONDITION PRECEDENT. The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are for the exclusive benefit of Vendor and may be waived by Vendor in the manner herein provided for notice under clauses 10.1 (a) (i) or (ii). (a) The Third Party shall assist its subsidiary, the Purchaser in all aspects of the Purchaser’s performance of its obligations under this Agreement including for the approval for issuance, Regulatory compliance for and the issuing and timely delivery of the Barnabus Shares and the Agent’s Shares (b) all amounts to be paid by Purchaser to Vendor at Closing shall have been paid by Purchaser in the manner stipulated in this Agreement; (c) the representations and warranties of Purchaser shall be true and correct in all material respects when made and as of the Closing Date and Purchaser shall have delivered a Certificate to that effect to Vendor at Closing (d) all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing.
Sample 1
VENDOR'S CONDITION PRECEDENT. The obligation of the Vendor to complete the sale of the Assets pursuant hereto is subject to the following condition being fulfilled or waived prior to or at Closing: The Vendor shall be furnished with the items which the Purchaser is to deliver at Closing pursuant to clause 5(b). The foregoing condition shall be for the exclusive benefit of the Vendor and may be waived by it in writing in whole or in part.
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Related to VENDOR'S CONDITION PRECEDENT

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Purchaser’s Conditions Precedent 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser: (a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date; (b) no Total Loss of the Aircraft shall have occurred; (c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser); (d) [Intentionally left blank]; (e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents; (f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date, (g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4; (h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate; (i) at the time of Delivery, Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA Xxxx of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention; (j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Purchaser, the Purchaser shall be entitled at any time thereafter to terminate its obligation to purchase the Aircraft from the Seller by notice, whereupon neither party shall have any further obligation or liability hereunder, other than the obligation of the Seller to return the Initial Payment and any other of the payments received pursuant to Clause 2.4 of this Agreement to the Purchaser.

  • Buyer’s Conditions Precedent Buyer’s obligation to purchase 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 expiration of the Inspection Period, Buyer shall have inspected and approved, in Buyer’s sole discretion, all aspects and matters relating to the Property, of any nature whatsoever, or waived such approval, in Buyer’s sole and absolute discretion; provided, that notwithstanding anything herein to the contrary, if Buyer fails to deliver to Seller, on or before the expiration of the Inspection Period, written notice of the failure of the condition set forth in Section 6.02 hereof, then such condition shall be deemed to have been satisfied without further notice. (b) On or before the respective dates provided for herein, Seller shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Seller pursuant to this Agreement. (c) The Title Insurer shall deliver to Buyer at the Closing at Buyer’s sole expense an endorsement to Owner’s Policy of Title Insurance with respect to the Partnership’s ownership of the Real Property as contemplated under Section 2.01 hereof and in accordance with the Commitment, as it may have been modified as contemplated by this Agreement (the “Title Policy”), with extended coverage (i.e. with General Standard Exceptions 1 through 5 deleted), with respect to (i) taxes (except for taxes which are not yet due and payable which are apportioned hereunder), (ii) mechanic’s liens, (iii) survey issues (which shall be replaced by a “reading” of the Survey and an exception only for “shortages in area”), (iv) leases and parties in possession (which shall be replaced by a reference to “tenants under the leases described on the Rent Roll delivered at the Closing, as tenants only without any right or option to purchase all or any part of the Property”) and (v) items raised after the effective date of the Title Commitment), issued by the Title Insurer at its standard filed rates, as applicable as of the date and time of the issuance of the Title Policy, in the amount of the Purchase Price, containing Buyer’s Endorsements (as hereinafter defined), insuring the Partnership as owner of fee simple title to the Property subject only to the Permitted Exceptions. As used herein, the term “Buyer Endorsements” shall mean such endorsements as Buyer has requested by the end of the Inspection Period and the Title Insurer has agreed to issue in the Title Commitment by the end of the Inspection Period. Seller or the Management Company (to the extent permitted by the Title Insurer) shall execute at the Closing an affidavit in such form as the Title Insurer shall reasonably require for the issuance of the Title Policy and, provided Seller shall not incur any additional cost or liability, Buyer Endorsements. The Title Policy may be delivered after the Closing if at the Closing the Title Insurer issues a currently effective, duly executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date.

  • Seller’s Conditions Precedent The obligation of Seller to sell the Property hereunder is subject to the satisfaction or waiver of each of the following conditions precedent: (a) The representations and warranties of Buyer contained in Section 10 shall be true and correct at Closing as if the same were made on and as of that date. (b) Buyer shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer prior to or at Closing including, but not limited to, the delivery to Escrow Agent of the balance of the Purchase Price which is due at Closing. (c) There shall not have been filed by or against Buyer at any time prior to the Closing Date any bankruptcy, reorganization or arrangement petition. (d) The simultaneous closing of each of the transactions subject to the Related Agreements with this transaction on the terms provided for in each respective Related Agreement, it being specifically understood and agreed between Buyer and Seller that this Agreement represents one part of a multi-part transaction related to three (3) properties and that it is the agreement of Buyer and Seller that, unless this condition is waived in writing by Buyer and Seller, this transaction shall not close unless the transactions subject to the Related Agreements close simultaneously with this transaction; provided, however, if the transaction subject to the either or both of the Related Agreements is terminated on account of material damage to the real property subject thereto, the closing of such transaction shall not be a condition precedent to this Closing. If one or more of the conditions set forth above are not satisfied prior to the Closing and are not waived in writing by Seller prior to the Closing then, Seller may terminate this Agreement by notice, in writing, delivered to Buyer and Escrow Agent that Seller elects to terminate this Agreement, upon receipt of which the Escrow Agent shall cancel the Escrow and promptly return all documents to the depositing party, and Seller’s rights and remedies shall be as provided in Section 23 of this Agreement. Provided if Seller elects to close the transaction, with written notice of knowledge that any such condition has not been satisfied or waived, Seller shall be deemed to have waived any such condition.

  • Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Further conditions precedent If any of the conditions set forth below does not exist on or before the Closing Date with respect to either party hereto, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Acquired Fund's shareholders in accordance with the provisions of the Safeco Trust's Trust Instrument and By-Laws, and certified copies of the resolutions evidencing such approval by the Acquired Fund's shareholders shall have been delivered by the Acquired Fund to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither party hereto may waive the conditions set forth in this Paragraph 8.1; 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; 8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either party hereto to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party hereto, provided that either party may waive any such conditions for itself; 8.4 The Acquiring Trust's Registration Statement on Form N-14 shall have become effective under the Securities Act and no stop orders suspending the effectiveness of such Registration Statement shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the Securities Act; 8.5 The parties shall have received an opinion of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxtory xx xhe Safeco Trust and the Acquiring Trust and subject to customary assumptions and qualifications, substantially to the effect that for federal income tax purposes the acquisition by the Acquiring Fund of the Acquired Assets solely in exchange for the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of the Assumed Liabilities by the Acquiring Fund, followed by the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and the termination of the Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code; 8.6 The Acquired Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date; and 8.7 The Acquiring Fund shall have made a distribution of capital gains to its shareholders in November 2004 in accordance with its normal practices and, unless the Acquiring Fund distributes income monthly, the dividend distribution that the Acquiring Fund normally would make in December of 2004 shall have been made to shareholders of record prior to the Closing.

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Conditions Precedent to the Loan The obligation of the Lender to disburse the Initial Advance and to fund the Certificate of Deposit shall be subject to satisfaction of the following conditions, unless waived in writing by the Lender: (a) all legal matters and all Transaction Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Lender's counsel; (b) the Lender shall have received (i) certificates by an authorized officer or representative of Borrower upon which the Lender may conclusively rely until superseded by similar certificates delivered to the Lender, certifying that (1) all requisite action taken in connection with the transactions contemplated hereby has been duly authorized and (2) the names, signatures, and authority of Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Lender may reasonably require to be executed by, or delivered on behalf of, Borrower; (c) the Lender shall have received the Note with all blanks appropriately completed, executed by an authorized signer for Borrower; (d) Borrower shall have maintained its financial condition in a manner satisfactory to the Lender (it being understood that Borrower has ceased operations, is currently without funds other than the Loan and that the Loan will not, unless the transactions contemplated by the Asset Purchase Agreement are consummated, satisfy all of Borrower’s known creditors’ claims), and no material adverse change shall have occurred in Borrower’s financial condition or prospects; (f) the Financing Statement shall be assigned of record to the Lender; and (g) the Lender shall have received written instructions from the Borrower with respect to disbursement of the proceeds of the Loan then disbursable hereunder.

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