Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:
(a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6;
(b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement);
(c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date;
(d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8;
(e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and
(f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.
Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser under this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its discretion):
Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to purchase and pay for the Debentures on the Closing Date shall be subject to the fulfillment on or before the Closing Date of each of the following conditions:
Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing of each of the following additional conditions, unless waived by Purchaser:
Conditions Precedent to the Obligations of Purchaser. Each and ---------- ---------------------------------------------------- every obligation of Purchaser under this Agreement is subject to the satisfaction, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Purchaser in its sole discretion), on or prior to the Closing Date, of each of the following conditions:
(a) (i) the representations and warranties made by Sellers in Article III (in each case, other than the Fundamental Representations) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (A) that the representations and warranties that are made as of a specified date need be true and correct only as of such date and (B) to the extent the failure of such representations and warranties to be true and correct as of the Closing Date or such other specified date, as applicable, has not had a Material Adverse Effect (provided that for purposes of the foregoing clause (i), the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect (other than those contained in the second sentence of Section 3.4)) and (ii) the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.5(a), Section 3.15 and Section 3.16 (collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that such Fundamental Representations that are made as of a specified date need be true and correct in all respects only as of such date;
(b) Sellers shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Sellers on or prior to the Closing Date;
(c) Purchaser shall have received a certificate signed by an executive officer of Sellers stating that the conditions specified in Section 7.2(a) and 7.2(b) have been satisfied;
(d) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 2.4;
(e) Purchaser shall have entered into a lease for the DC (with either Seller (or a Subsidiary thereof that owns the DC) or the acquiror of the DC) substantially in the form set forth on Exhibit D attached hereto (the “DC Lease”);
(f) since the date hereof, there shall not have occurred and be continuing any Material Adverse Effect; and
(g) the Bankruptcy Court shall have approved and authoriz...
Conditions Precedent to the Obligations of Purchaser. The obligation of Purchaser to enter into and complete the Closing is subject, at its option, to the fulfillment on or prior to the Closing Date of the following conditions, the imposition of which is solely for the benefit of Purchaser, any one or more of which may be waived by Purchaser:
a. The representations and warranties of the Company contained in this Agreement shall be true, correct and complete in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
b. The Company shall have performed in all material respects all obligations and complied with all covenants or forebearances required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date.
c. The Company shall have delivered a certificate to Purchaser, dated the Closing Date and signed by the President and the Secretary or Treasurer of the Company, to the effect that the applicable conditions set forth in this Section have been satisfied.
d. The Company shall have delivered a certificate to Purchaser, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying and attaching a copy of the Company's Organizational Documents as in effect as of the Closing Date.
e. Purchaser shall have received an opinion of counsel to the Company, dated the Closing Date, as to such matters as Purchaser may reasonably request with respect to the transactions contemplated hereby.
f. Purchaser shall have received all such certified resolutions, certificates, documents or instruments with respect to the Company as Purchaser may reasonably require to carry out the intent and purpose of this Agreement.
g. No action, suit or proceeding shall have been instituted before any court, governmental or regulatory body or arbitral tribunal, or instituted or threatened by any governmental or regulatory body, which has or may have, in the opinion of Purchaser, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Company.
h. No action, suit or proceeding shall have been instituted before any court, governmental or regulatory body or arbitral tribunal, or instituted or threatened by any governmental or regulatory body, to restrain, modify or prevent the carrying out of the transactions contemplated hereby or to seek damages or a discovery order in connection with such transactions.
Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to effect the Stock Purchase is subject to the satisfaction or waiver, before the date for such loan and on or before the Closing Date, as applicable, to the following conditions and deliveries:
Conditions Precedent to the Obligations of Purchaser. In addition to the conditions set forth in Section 4.1, the obligations of Purchaser to consummate the transactions to be consummated at the Closing are subject to the satisfaction, at or prior to the Closing Date, of each of the additional conditions set forth below:
Conditions Precedent to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived to the extent permitted by Law, in whole or in part, by Purchaser for purposes of consummating such transactions, but without prejudice to any other right or remedy which Purchaser may have hereunder as a result of any misrepresentation by, or breach of any covenant or warranty of any Seller contained in this Agreement, the other Transaction Documents or any other certificate or instrument furnished by Sellers:
