Condition Precedent - Seller. It shall be a condition precedent to Seller’s obligation to consummate the Closing hereunder that:
Condition Precedent - Seller. The Lender Approval shall release Seller and its principals from all liabilities under the Loan arising from and after the Closing; failing which, Seller shall have the option to terminate this Agreement and Purchaser shall receive a refund of the Xxxxxxx Money.
Condition Precedent - Seller. 8.2.1 It shall be a condition of Seller’s obligation to close hereunder that Seller shall receive from the Board of Trustees of Equity Residential (or its executive committee, as the case may be), at or prior to the expiration of the Review Period, approval to consummate the 22043518.5 -13- transaction described in this Agreement on the terms and conditions set forth herein. In the event Seller does not receive the aforementioned approval and so notifies Purchaser in writing prior to the expiration of the Review Period, the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall be entitled to its actual documented out-of-pocket third party expenses in connection with its contemplated purchase of the Property in an amount not to exceed Fifty Thousand and No/100ths Dollars ($50,000.00), at which time this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. Seller’s failure to terminate this Agreement prior to the expiration of the Review Period shall be conclusively deemed a waiver by Seller of its right to terminate contained in this Section 8.2.1. 8.2.2 It shall be a condition of Seller’s obligation to close hereunder that Seller shall receive the requisite approvals pursuant to Seller’s partnership agreement to consummate the transaction described in this Agreement on the terms and conditions set forth herein. In the event Seller does not receive the aforementioned approvals and so notifies Purchaser in writing prior to the Closing Date, the Xxxxxxx Money shall be returned to Purchaser, and Purchaser shall be entitled to a “break-up fee” from Seller in the amount of One Hundred Thousand and No/100ths Dollars ($100,000.00), at which time this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. 9. SECTION 1031 EXCHANGE. Either Seller or Purchase (such party, the “Exchange Party”) may structure the disposition of the Property as a like-kind exchange under Internal Revenue Code Section 1031 at the Exchange Party’s sole cost and expense. The other party shall reasonably cooperate therein, provided that such other party shall incur no material costs, expenses or liabilities in connection with the Exchange Party’s exchange nor shall the Closing Date be extended to affect such exchange. The Exchange ...
Condition Precedent - Seller. It shall be a condition of Seller’s obligation to close hereunder that Seller shall receive from the Board of Trustees of Equity Residential (or its executive committee, as the case may be), at or prior to the expiration of the Review Period, approval to consummate the transaction described in this Agreement on the terms and conditions set forth herein. In the event Seller does not receive the aforementioned approval and so notifies Purchaser in writing prior to the expiration of the Review Period, the Xxxxxxx Money shall be returned to Purchaser, at which time this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. Seller’s failure to terminate this Agreement prior to the expiration of the Review Period shall be conclusively deemed a waiver by Seller of its right to terminate contained in this Section 8.2.
Condition Precedent - Seller. 8.2.1 It shall be a condition of Seller’s obligation to close hereunder that Seller shall receive from the Board of Trustees of Equity Residential (or its executive committee, as the case may be), at or prior to the expiration of the Review Period, approval to consummate the 22043518.5 -13- transaction described in this Agreement on the terms and conditions set forth herein. In the event Seller does not receive the aforementioned approval and so notifies Purchaser in writing prior to the expiration of the Review Period, the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall be entitled to its actual documented out-of-pocket third party expenses in connection with its contemplated purchase of the Property in an amount not to exceed Fifty Thousand and No/100ths Dollars ($50,000.00), at which time this Agreement shall terminate and be null and void and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination. Seller’s failure to terminate this Agreement prior to the expiration of the Review Period shall be conclusively deemed a waiver by Seller of its right to terminate contained in this Section 8.2.1.
Condition Precedent - Seller. It shall be a condition of Seller' obligation to close hereunder that Seller shall receive the consent of the Board of Trustees of Equity Residential to complete the transaction described in this Agreement on or before April 11, 2003. If Seller does not obtain such consent, Seller shall promptly refund the Inspection Fee to Purchaser and reimburse Purchaser for its actual third party due diligence costs and expenses, not to exceed $25,000.
Condition Precedent - Seller. It shall be a condition precedent of Seller's obligation to close the purchase and sale transaction contemplated by this Agreement that it receives approval from the Board of Trustees of Equity Residential, the general partner of the Seller, on or before the end of the Review Period to complete the transaction described herein on the terms and conditions set forth in this Agreement.
