Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, unless waived by Seller in writing:
Conditions Precedent to Obligation of Seller. The obligations of Seller to sell and deliver the Purchased Assets under this Agreement are subject to the following:
(a) the receipt by Seller from Buyer on or before the Delivery Date of the following documents in each case reasonably satisfactory in form and substance to Seller and duly executed and delivered to the parties thereto other than Seller:
(i) this Agreement;
(ii) the Acceptance Certificate;
(iii) evidence that Buyer has taken all corporate action necessary to authorize the execution and delivery of this Agreement, and the Lease Assignment and the performance of its obligations hereunder and thereunder, together with an incumbency certificate of Buyer as to the person or persons authorized to execute and deliver each of the same on its behalf;
(iv) Opinions from Buyer's counsel, and local jurisdiction counsel relative to country of registration and governing law of documents;
(v) an insurance certificate pursuant to Section 10.3;
(vi) Lease Assignment; and
(vii) such other documents as Seller may reasonably request;
(b) Seller shall have received the Purchase Price;
(c) compliance with all applicable laws;
(d) [Intentionally Left Blank];
(e) the receipt by Seller of a certificate from Buyer stating that the representations and warranties of Buyer under Section 9.2 of this Agreement and the Lease Assignment are true and correct on Delivery with the same force and effect as though made on Delivery;
(f) from the date of this Agreement to the Delivery Date, there shall not have occurred any change in U.S. federal income tax law, regulations, or administrative or judicial interpretations thereof, or any change in U.S. generally accepted accounting principles and related accounting rules, or there shall not have been introduced into, or enacted by the U.S. Congress any legislation, any of which would have an adverse impact on Seller's economics of the transaction;
(g) satisfaction of the requirements set forth in the Lease, including without limitation Section 19.07 thereof; and
(h) the conditions precedent set forth in the Lease Assignment which benefit Seller have been satisfied as determined by Buyer in its sole discretion. The conditions specified in this Section 8.2 are for the sole benefit of Seller and may be waived, only in writing, in whole or in part and with or without conditions by Seller.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3 hereof.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.
(e) The closings under the Seller Affiliate Agreements shall occur concurrently with the Closing contemplated hereunder; provided, however, in the event that the condition set forth in this Section 4.8(e) due to a termination of any Seller Affiliate Agreement or portion thereof pursuant to the provisions of Section 7 thereunder, Seller shall not be entitled to terminate this Agreement and Seller shall proceed with the Closing contemplated hereunder notwithstanding the non-satisfaction of this Section 4.8(e).
Conditions Precedent to Obligation of Seller. The obligation of Seller to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at Closing of the following conditions, any one or more of which may be waived in whole or in part by Seller at Seller's sole option:
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Purchaser shall have delivered all of the items required to be delivered pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.4 hereof;
(b) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing;
(c) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing;
(d) Purchaser shall have entered into the Lease with Seller for the Property in form of Exhibit I attached hereto; and
(e) Title Company shall be irrevocably committed to issue a leasehold policy of title insurance acceptable to Seller.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transactions provided for in this Agreement on the terms specified herein is subject to fulfillment of each of the following conditions:
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in it sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to, and payable in the manner provided for, in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.2.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Buyer shall have delivered to the Title Company no later than 2:00 PM on the date of Closing the Purchase Price as adjusted as provided herein, pursuant to and payable in the manner provided for in this Agreement.
(b) Buyer shall have delivered to Seller or as applicable to the Title Company, all of the items required to be delivered to Seller or the Title Company pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 8(c) hereof.
(c) All of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications permitted under this Agreement).
(d) Buyer shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Buyer as of the date of Closing.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the Transaction is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:
(a) the representations and warranties of Purchaser set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Purchaser Material Adverse Effect” and words of similar import set forth therein) as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, and Seller shall have received a certificate signed by an authorized executive officer of Purchaser, dated as of the Closing Date, to the foregoing effect;
(b) Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and Seller shall have received a certificate signed by an authorized executive officer of Purchaser, dated as of the Closing Date, to the foregoing effect; and
(c) Purchaser shall have delivered, or caused to be delivered, to Seller the documents required to be delivered pursuant to Section 2.3.
