CONDITIONS     68 Sample Clauses

CONDITIONS     68. Section 8.1 Conditions to Each Party’s Obligation to Effect the Merger 68 Section 8.2 Conditions to Obligations of the REIT I Parties 68 Section 8.3 Conditions to Obligations of the REIT II Parties 69 ARTICLE 9 TERMINATION, FEES AND EXPENSES, AMENDMENT AND WAIVER 70 Section 9.1 Termination 70 Section 9.2 Effect of Termination 72 Section 9.3 Fees and Expenses 72 Section 9.4 Amendment 74 ARTICLE 10 GENERAL PROVISIONS 74 Section 10.1 Nonsurvival of Representations and Warranties and Certain Covenants 74 Section 10.2 Notices 74 Section 10.3 Severability 75 Section 10.4 Counterparts 75 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 76 Section 10.6 Extension; Waiver 76 Section 10.7 Governing Law; Venue 77 Section 10.8 Assignment 77 Section 10.9 Specific Performance 77 Section 10.10 Waiver of Jury Trial 77 Section 10.11 Authorship 77 EXHIBITS Exhibit A – Termination Agreement Exhibit B – Post-Merger REIT I Amendment to Operating Partnership Agreement Exhibit C – Post-Merger REIT II Advisory Agreement Exhibit D – Post-Merger REIT II Amendment to Operating Partnership Agreement DISCLOSURE LETTERS REIT I Disclosure Letter REIT II Disclosure Letter AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2019 (this “Agreement”), is among Xxxxxx Validus Mission Critical REIT II, Inc., a Maryland corporation (“REIT II”), Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership and the operating partnership of REIT II (“REIT II Operating Partnership”), Lightning Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of REIT II (“Merger Sub”), Xxxxxx Validus Mission Critical REIT, Inc., a Maryland corporation (“REIT I”), and Xxxxxx/Validus Operating Partnership, LP, a Delaware limited partnership and the operating partnership of REIT I (“REIT I Operating Partnership”). Each of REIT II, REIT II Operating Partnership, Merger Sub, REIT I and REIT I Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
Sample 1

Related to CONDITIONS     68

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Conditions and Closing 4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:

  • Conditions as Covenants If the Lenders make any Loans, or the Issuing Lender issues a Letter of Credit, prior to the satisfaction of all applicable conditions precedent set forth in Sections 5.1 and 5.2, the Borrower shall nevertheless cause such condition or conditions to be satisfied within five (5) Business Days after the date of the making of such Loans or the issuance of such Letter of Credit. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 or such Lender has waived such conditions.

  • Conditions The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

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