BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions:
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by Buyer of the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which may be waived in writing by Buyer:
(a) Buyer shall have determined in its sole discretion that the results of its due diligence review were satisfactory.
(b) Seller shall have delivered a Certificate of the Secretary of each Seller, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement and the Seller Related Documents, and the incumbency of the officers of such Seller executing any of this Agreement or the Seller Related Documents.
(i) The representations and warranties of Seller contained in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Seller shall have performed and complied with all covenants of this Agreement and in any Seller Related Document to be performed or complied with by Seller at or prior to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effect.
(d) Seller shall have executed and delivered a xxxx of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counsel.
(e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to the Closing Date, with respect to Seller issued by the appropriate authority of the States of Nevada.
(f) Seller shall execute and deliver or shall cause to be executed and delivered all such other documents and instruments necessary to consummate the transactions c...
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligations of Buyer hereunder and its obligations to consummate the Closing provided for herein shall be subject to the following conditions precedent, any one or more of which may be waived by Buyer:
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligations of Buyer to consummate the transactions described in this Agreement are subject to the satisfaction, before the Effective Time, of the following conditions precedent, any of which may be waived in writing by Buyer.
BUYER’S CONDITIONS PRECEDENT TO CLOSING. Buyer’s agreement to purchase and to pay for the Assets and to assume the Assumed Liabilities hereunder is subject to compliance with and the occurrence of each of the following conditions on or before Closing, except as any thereof may be waived in writing by Buyer:
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligations of Buyer with regard to Closing under this Agreement are, at its option, subject to the fulfillment of each and all of the following conditions prior to or at the Closing:
(a) Seller shall have performed and complied with all the agreements and conditions required in this Agreement to be performed and complied with by Seller prior to Closing; and Buyer and Seller agree that Escrowholder may deem all such items to have been performed and complied with when Seller has deposited all items in Escrow as required hereunder.
(b) Title Insurer is prepared to issue its ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price showing title vested in Buyer subject only to the Permitted Exceptions and the usual exceptions found in said policy.
(c) The representations by Seller contained herein shall be true and correct in all material respects as of the Closing Date.
(d) Seller under the Portfolio Sale Agreement has performed and complied with the agreements and conditions required in the Portfolio Sale Agreement to be performed and complied with by Seller prior to Closing and Seller under the Portfolio Sale Agreement has deposited all items in Escrow as required thereunder unless waived in writing by Buyer. If any one or more items listed above have not been satisfied as of the Closing Date, Buyer shall have the right to terminate this Agreement pursuant to Article 14 hereof.
BUYER’S CONDITIONS PRECEDENT TO CLOSING. Buyer’s obligation to close under this Agreement shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent:
(a) All of the documents required to be delivered by Seller to Buyer at the Closing pursuant to the terms and conditions hereof shall have been delivered;
(b) Each of Seller’s Representations shall be true in all material respects as of the Closing Date;
(c) Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller prior to Closing hereunder;
(d) Neither Seller nor Seller’s general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last six (6) months a debtor in any bankruptcy proceeding; and
(e) If any of the conditions set forth in Section 25 are not met, Buyer may, as its sole and exclusive remedy, (i) notify Seller of Buyer’s election to terminate this Agreement and receive a return of the Deposit, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.
BUYER’S CONDITIONS PRECEDENT TO CLOSING. Buyer’s obligations and covenants under this Agreement shall be conditioned, unless otherwise waived by Buyer, upon Buyer’s receipt of the following, on or before the Closing Date:
(i) Seller’s Deliverables;
(ii) there shall be no (A) breaches by Seller of its representations and warranties in Section 3.2 of this Agreement as of the date of this Agreement or as of the Closing, (B) breaches by Seller of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or before the Closing or (C) changes between the Disclosure Schedules delivered as of the date of this Agreement and the Disclosure Schedules Supplement delivered at Closing, except such breaches and changes that, considered collectively, would not result in a Material Adverse Effect; and
(iii) Consents to each of the Assumed Leases marked with a double asterisk on Schedule 2.1.2, and each of the Restricted Governmental Licenses marked with a double asterisk on Schedule 3.2.16, shall have been obtained and shall be in full force and effect (the “Consents Required at Closing”).
BUYER’S CONDITIONS PRECEDENT TO CLOSING. The obligations of Buyer hereunder are subject to satisfaction of all the conditions set forth in this section. Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing:
(1) All of Seller’s representations and warranties shall be true and correct in all material respects as if made on and as of the Closing Date;
(2) Seller shall not be in default in the performance of any material covenant to be performed by Seller under this Agreement;
(3) Escrow shall have provided Buyer a commitment to issue to Buyer an Owner’s Policy of Title Insurance, Form B-1970 or equivalent, with such endorsements as Buyer may request (the “Title Policy”) insuring fee simple to the Property, subject to: (a) the Permitted Encumbrances, and (b) the standard terms, conditions, exclusions and exceptions contained in the Title Policy that have not been deleted by the extended coverage form or endorsement;
(4) There has been no material damage or adverse developments to the condition of the Property since the expiration of the Due Diligence Period; and
(5) There shall be no legal action or governmental action pending or threatened against the Property since the expiration of the Due Diligence Period.
