Conditions Precedent to the Obligations of Seller. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by Seller.
Conditions Precedent to the Obligations of Seller. All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:
Conditions Precedent to the Obligations of Seller. The obligation of Sellers to consummate the Transactions is subject to the satisfaction (or written waiver by Sellers) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to the Obligations of Seller. Each and every obligation of Seller to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:
Conditions Precedent to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing) are subject to each of the following conditions being met (or waived by Seller in writing in its sole discretion):
(a) Each and every representation of Buyer under this Agreement (i) shall be true and accurate in all material respects (other than any representation that is subject to a materiality qualifier, which shall be true and accurate in all respects after giving effect to such materiality qualification) as of the date when made and shall be deemed to have been made again at and as of the time of Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) and (ii) shall at and as of the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, at and as of the time of the Retained Easement Closing) be true and accurate in all material respects (or, with respect to any representation that is qualified by materiality, in all respects after giving effect to such materiality qualification).
(b) Buyer shall have performed and complied in all material respects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing (or, with respect to any Retained Easements and Properties being assigned to Buyer at a Retained Easement Closing, prior to or at the Retained Easement Closing) (except for covenants, agreements and conditions that are qualified by materiality, each of which Buyer shall have performed and complied with in all respects after giving effect to such materiality qualification).
(c) No suit, action or other proceedings shall, on the date of Closing (or, as applicable, the Retained Easement Closing), be pending or threatened before any court or Governmental Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the transactions contemplated at any Retained Easement Closing), and no law, rule or regulation shall have been enacted by any Governmental Authority that makes the consummation of the transactions co...
Conditions Precedent to the Obligations of Seller. The obligations of Seller to be performed at Closing are subject to the fulfillment, before or at Closing, of each of the following conditions, any one or more of which may be waived by Seller:
Conditions Precedent to the Obligations of Seller. The obligations of Seller to effect the transactions contemplated in this Agreement will be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions:
Conditions Precedent to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the each of the following conditions being met:
Conditions Precedent to the Obligations of Seller. The obligation of Seller 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 Seller in its sole discretion:
(a) Escrow Agent shall have received the Purchase Price, subject to prorations and adjustments as provided herein, with unconditional instructions to disburse same in accordance with the agreed-upon settlement statement simultaneously with Seller’s authorization to release the documents for delivery to Purchaser, all 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 4.7;
(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 Closing Date (with appropriate modifications permitted under this Agreement);
(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 Closing Date; and
(e) 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.
Conditions Precedent to the Obligations of Seller. The obligations of Seller shall be subject to the condition precedent that all warranties, representations, and covenants made by Buyer to Seller in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as if such warranties, representations, and covenants had been made on and as of the date of the Closing, and Buyer shall have performed or complied with all agreements, covenants and conditions on its part required to be performed or complied with on or prior to the Closing.
