Xxxxxxx Conditions. Xxxxxxx reserves the right to modify the Conditions unilaterally without notice. An affiliate, hereinafter Affiliate, with respect to a Person is any other Person, either directly or indirectly, controlling, controlled by or under common control with such Person. Person means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company or a governmental entity (or any department, agency or political subdivision thereof).
Xxxxxxx Conditions. The obligation of Xxxxxx to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or before the Closing, of each of the conditions set forth in Section 9.1(a) of the Joint Venture Agreement, unless waived in writing by Xxxxxx.
Xxxxxxx Conditions. Sellers' obligation to close the sale of the Real Property is subject to the satisfactory performance, occurrence or written waiver by Sellers, in Sellers' sole discretion, of each of the following conditions:
i. Buyer shall pay the Purchase Price to Sellers and shall have delivered to Sellers all of the documents, properly executed, as required by PARAGRAPH 13(B) hereof;
ii. No default by Buyer shall exist under this Purchase Contract, this Purchase Contract shall not have been terminated, and Buyer shall be ready, willing and able to close under the terms hereof;
iii. The representations of Buyer contained in this Purchase Contract shall be true, complete and correct in all material respects as of the Closing Date, without the necessity of any material amendment or modification, with the same force and effect as if made as of the Closing Date;
iv. All conditions to Century's obligations at closing under the Asset Purchase Contract shall have been fully satisfied unless waived in writing by Century;
v. The closing of the Century Property by Century and the closing of the Fairway Property by Fairway are each a condition to the other closing. If any of the foregoing conditions have not been satisfied or waived within the times and in the manner required by this Purchase Contract, Sellers may terminate this Purchase Contract and seek any remedies which are available at law or equity, including, without limitation, specific performance; provided, however, in the event of payment by Buyer of the "Buyer's Termination Fee" under the Asset Purchase Contract, neither of the Sellers shall have any right to any other damages or relief of any kind or nature, whether at law or in equity (including, without limitation, specific performance).
Xxxxxxx Conditions. The obligation of Xxxxxxx to consummate the transactions contemplated herein and to make the initial Capital Contributions under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the Purchase Agreement for the Property:
(a) Subject to the terms of the Cost Sharing Agreement, Bluerock shall deposit into the Company’s bank account or Title Company’s designated escrow account the amount of its aggregate initial Capital Contribution set forth on Exhibit A hereto;
(b) The Purchase Agreement for the Property shall have been assigned to the Company (or a Subsidiary of the Company);
(c) The Cost Sharing Agreement has been executed and Bluerock and its affiliates are in full compliance with the terms thereof;
(d) The Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the Loan contemplated by the Loan Documents;
(e) The Management Agreement shall have been executed between the Company (or a Subsidiary of the Company) and Property Manager;
(f) All of the representations and warranties of Bluerock contained in this Agreement and the Collateral Agreements shall be true and correct as of the date hereof; and
(g) The form of Backstop Agreement shall have been approved by, and executed by, the applicable parties and delivered to Xxxxxxx.
Xxxxxxx Conditions. This exclusion only applies if weather conditions contribute in any way with a cause or event excluded in this policy to produce the loss. However, if loss by fire or explosion results in loss to property described in Coverage A or B, we will pay for that resulting loss.
Xxxxxxx Conditions. All of the obligations of Sellers’ hereunder are subject to the fulfillment, prior to or at the Close of Escrow, as required, of each of the following conditions (unless waived by Sellers), subject to no reservations, restrictions, conditions or limitations unsatisfactory to Sellers:
a. [Intentionally Omitted.]
b. Buyer will execute and deposit with Escrow Holder all documents as are necessary for the timely Close of Escrow.
Xxxxxxx Conditions. At or prior to the Closing Date, the following conditions shall have been satisfied or waived by the Sellers:
(i) The representations and warranties of the Purchaser contained herein shall be true and correct in all material respects.
(ii) Any covenants or undertakings of the Purchaser required to be performed at or prior to the Closing Date shall have been satisfied in all material respects.
(iii) The Purchaser shall have deposited with its transfer agent securities comprising the Purchase Price.
