Conditions to Obligation to Close. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation to Close. (a) Conditions to Obligation of the Buyer (b) Conditions to Obligation of the Seller
Conditions to Obligation to Close. 26 7.1 Conditions to Obligation of the Buyer....................................................... 26 7.2 Conditions to Obligation of the Seller...................................................... 27
Conditions to Obligation to Close. 10.1 Conditions to Each Party's Obligation. The respective obligations of American Spectrum or the Operating Partnership, the Partners or Members and the Merging Entity to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions, which conditions may be waived upon the written consent of American Spectrum or the Operating Partnership and the Partners or Members:
Conditions to Obligation to Close. Section 8.01
Conditions to Obligation to Close. All proceedings to be taken and all documents to be exchanged and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously unless otherwise provided in this Agreement, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed, and delivered.
Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions:
Conditions to Obligation to Close. Notwithstanding anything to the contrary contained in this Agreement, neither Transferor nor Transferee shall be obligated to consummate this Agreement if, for any reason, Transferee will not, concurrently with the closing of this transaction, also acquire the following real estate projects: Loma Square, North County Plaza, El Centro Center, Vineyards Marketplace, and Xxxxxx Xxxxx in Bakersfield ( the "Included Projects")."
Conditions to Obligation to Close. 21 6.1 Conditions to Each Party’s Obligation 21 6.2 Additional Conditions to Buyer’s Obligation 21 6.3 Additional Conditions to Seller’s Obligation 22 ARTICLE 7. TERMINATION 22 7.1 Termination of Agreement 22 7.2 Effect of Termination 23 ARTICLE 8. INDEMNIFICATION 23 8.1 Survival of Representations and Warranties 23 8.2 Indemnification by Seller 23 8.3 Indemnification by Buyer 24 8.4 Limitations on Indemnity 24 8.5 Matters Involving Third Parties 24 8.6 Characterization of Indemnification Payments 25 8.7 Remedies; Exclusive Remedy 25 ARTICLE 9. MISCELLANEOUS 26 9.1 No Third-Party Beneficiaries 26 9.2 Entire Agreement 26 9.3 Succession and Assignment 26 9.4 Counterparts 26 9.5 Headings 26 9.6 Notices 26 9.7 Governing Law 27 9.8 Waiver of Jury Trial 27 9.9 Amendments and Waivers 28 9.10 Severability 28 9.11 Expenses 28 TABLE OF CONTENTS (Continued) Page 9.12 Further Assurances 28 9.13 Specific Performance 29 9.14 Construction 29 9.15 Incorporation of Exhibits 30 Exhibits Exhibit A Purchase Price Calculation Exhibit B Form of Assignment Agreement Exhibit C Form of Lock-up Agreement Exhibit D Form of Contribution Agreement PURCHASE AGREEMENT This Purchase Agreement is entered into on August 28, 2013, by and between GTAM Mallard LLC, a Delaware limited liability company (“Seller”), and LGI Homes, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”
Conditions to Obligation to Close. The respective obligations of each of the parties to this Agreement to consummate the transactions which are to be effected at the Closing hereunder shall be subject to the satisfaction or waiver of the following conditions; provided that any waiver by AWT must be approved by a majority of the Special Committee.
