Seller’s Conditions Precedent to Closing. The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller:
Seller’s Conditions Precedent to Closing. The following conditions must be satisfied not later than the Closing Date or such period of time as may be specified below and, as such, are conditions precedent for Seller to proceed with the Closing:
(a) Purchaser shall have delivered to the Title Company (or other appropriate Person) the items described in Section 3.04(b) in accordance therewith; and
(b) Seller shall have obtained all third party consents deemed necessary in Seller’s sole discretion for the (i) Transaction, (ii) for financial ratings agency authorizations, and (iii) the release of any Seller mortgage or other document (including any securitization document) which encumbers the Real Property. If the foregoing conditions set forth in this Section 4.02 are not satisfied or waived by Seller on or prior to the Closing Date, Seller may, at its election, terminate this Agreement, in which case, so long as Purchaser has not caused an Event of Default, the Deposit shall be returned to Purchaser and neither party shall have any further obligation or liability, except for the obligations and provisions which are expressly stated to survive termination of this Agreement.
Seller’s Conditions Precedent to Closing. The obligations of Seller to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent:
Seller’s Conditions Precedent to Closing. The completion by Seller 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 Seller:
(a) Buyer shall have delivered the Certificate of the Secretary of Buyer, dated the Closing Date, certifying as to the articles and bylaws of Buyer, the resolutions of the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement, and the incumbency of the officers of Buyer executing any of this Agreement or the in any other documents relating to the transaction contemplated by this Agreement.
(i) The representations and warranties of Buyer contained in this Agreement (including any Schedules and Exhibits hereto) and in any other documents relating to the transaction contemplated by this Agreement 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) Buyer shall have performed and complied with all covenants of this Agreement and any in any other documents relating to the transaction contemplated by this Agreement to be performed or complied with by Buyer at or prior to the Closing Date; and (iii) Buyer shall have procured all consents, approvals and waivers of third parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Buyer, and all of such consents, approvals and waivers shall have been in full force and effect.
(c) Buyer shall have delivered to Seller the Purchase Price in accordance with Section 2.2.
Seller’s Conditions Precedent to Closing. Seller's obligation to sell the Property shall be conditioned upon the fulfillment of each of the following conditions precedent:
Seller’s Conditions Precedent to Closing. The obligations of the Purchaser to purchase and pay for the Sale Shares on Closing Date are subject to the satisfaction, or waiver in writing by the Purchaser at or prior to the Closing, of the following conditions:
Seller’s Conditions Precedent to Closing. The obligations of Seller hereunder and its obligations to consummate the Closing herein provided for shall be subject to the following conditions precedent, any one or more of which may be waived by Seller (which waiver shall also constitute a waiver of any claim Seller may have against Buyer as a result of the failure of such condition):
Seller’s Conditions Precedent to Closing. The obligations of the Seller under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions (any of which may be waived by Magellan, in Magellan's sole and absolute discretion, but only in writing):
(a) Magellan shall have consummated a new credit facility in the amount contemplated by Section 7.1 (r).
(b) Receipt of all consents, regulatory and other approvals, licenses, permits and other documentation required by state and federal laws and regulations or any agreements to which the Seller is subject necessary to consummate the Transactions and permit the Purchaser to own the Facilities and OpCo to conduct the businesses operated at the Facilities, except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such businesses.
(c) Magellan shall have received stockholder approval relating to the Transactions pursuant to the proxy materials for Magellan's 1997 annual meeting.
(d) The waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act after any necessary filing by the Seller shall have expired.
(e) Magellan shall have complied with all federal and state laws, rules and regulations applicable to the execution and delivery of the Franchise Agreement.
(f) Magellan shall have received opinions of counsel to the Purchaser regarding the Purchaser's authority to enter into the transactions, due authorization, good standing, no conflicts with or defaults under other material agreements, and other customary opinions.
(g) The Master Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant.
(h) The Subordination Agreement in the form of Exhibit G attached hereto shall have been executed by the Purchaser, Magellan and OpCo.
(i) The Purchaser shall have performed in all material respects all of its covenants and other material obligations contained in this Agreement, and all of the Purchaser's representations and warranties contained in this Agreement shall be true in all material respects on and as of the Closing Date.
(j) The allocations referenced in Sections 2.1 and 2.2 hereof shall have been agreed upon by the parties.
(k) There shall exist no material regulatory or contractual impediment to, nor any litigation, governmental proceeding or investigation seeki...
Seller’s Conditions Precedent to Closing. The obligation of Seller to sell the Premises and close the transaction contemplated hereby is subject to satisfaction of each of the following conditions precedent, the satisfaction of which shall be determined solely by Seller in the exercise of its reasonable judgment (unless a different standard is stated). Any of these conditions precedent may be waived by Seller in Seller's sole discretion.
Seller’s Conditions Precedent to Closing. Seller’s agreement to sell and to deliver the Assets to be sold 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 Seller.
