Conditions Precedent to Purchaser’s Obligations Sample Clauses

Conditions Precedent to Purchaser’s Obligations. All obligations of Purchaser under this Agreement are, at Purchaser's discretion, subject to the fulfillment or satisfaction, at the times indicated herein, of each of the following conditions precedent:

Conditions Precedent to Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions, any of which may be waived in writing by Purchaser.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to consummate the Securities Purchase contemplated hereby shall be subject to the fulfillment or waiver (in whole or in part by Purchaser) at or prior to the Closing of the following conditions:

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which conditions may be waived by Purchaser in its sole discretion: (a) The representations and warranties of Seller contained in this Agreement or in any Schedule, Exhibit or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects as though such representations and warranties were made at and as of the Closing Date. (b) Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by Seller, prior to or at the Closing, including executing and delivering or causing to be executed and delivered all of the items required by Section 3.1. (c) All Seller Required Consents shall have been obtained or made and shall be in full force and effect as of the Closing Date.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date: (a) Subject to Section 6.2 hereof, Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1 hereof. (b) Seller shall have performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement. (c) All representations and warranties of Seller as set forth in this Agreement shall be true and correct as of the Closing Date. (d) Prior to the Closing, Tenant Estoppel Certificates from ▇▇▇▇▇ ▇▇▇▇▇▇ and all other tenants under the Leases. Each Tenant Estoppel Certificate shall (i) be dated within thirty (30) days prior to the Closing Date, (ii) confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iii) confirm the absence of any defaults under the applicable Lease as of the date thereof. Notwithstanding the foregoing, in lieu of Seller obtaining Tenant Estoppel Certificates for the License Agreements or that certain U.S. Government Lease for Real Property dated October 1, 2009, between The McClatchy Company and the United States of America, specifically the United States Coast Guard (the “Coast Guard Lease”), Seller shall be permitted to provide Purchaser with estoppel certificates for the License Agreements and the Coast Guard Lease in a form similar to a Tenant Estoppel Certificate (each a “Seller Certificate”). If after Closing, Seller delivers to Purchaser a fully executed Tenant Estoppel Certificate from any party for which Seller provided a Seller Certificate that is fully consistent with the factual information provided in the Seller Certificate, then the Seller Certificate shall be deemed to be superseded by the Tenant Estoppel Certificate and Seller shall have no further obligations or liabilities arising from the Seller Certificate except as expressly provided in this paragraph. To the extent that there are any differences between the new Tenant Estoppel Certificate and the prior Seller Certificate, Seller shall indemnify, protect, defend (through attorney...

Conditions Precedent to Purchaser’s Obligations. 7.1 Notwithstanding anything herein contained, the obligation of The Purchaser to complete the purchase of the Subs 1-3 Shares hereunder is subject to the following conditions: (a) the representations and warranties of the Vendors contained in this Agreement shall be true as of Closing; (b) all of the covenants, agreements and deliveries of the Vendors to be performed on or before the Closing pursuant to the terms of this Agreement shall have been duly performed; (c) prior to the Closing, Subs 1-3 shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of Subs 1-3 so as to materially reduce the value of the Assets to the Purchaser; (d) The Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) The Purchaser will acquire good and valid title to the Subs 1-3 Shares free and clear of liens, charges and encumbrances (subject to section 2.4); and (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of Subs 1-3, the Vendor, and by the CDNX, and shareholder approval of the Vendor, if necessary; and (f) no federal, provincial, regional or municipal government or any agency thereof shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of Subs 1-3 to the full enjoyment of the Assets. (g) This Agreement is subject to due diligence to be conducted by the Purchaser on all aspects of Subs 1-3 or before the Closing date. 8.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing by delivery to the Vendor of a written waiver to that effect, signed by the Purchaser.

Conditions Precedent to Purchaser’s Obligations. All obligations of Purchaser hereunder are subject, at the option of Purchaser, to the fulfillment of each of the following conditions at or prior to the Closing, and Company and Shareholder shall exert their best efforts to cause each such condition to be so fulfilled on or prior to the Closing Date, or such other date as Purchaser and Company may agree.

Conditions Precedent to Purchaser’s Obligations. Seller acknowledges that as a condition precedent to Purchaser’s obligations hereunder, the following shall occur on or before the Closing Date (or any earlier date indicated below), any of which conditions may be waived by Purchaser in its sole discretion: (a) During the Inspection Period, Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a competent licensed environmental engineer satisfactory to Purchaser that does not recommend a Phase II environmental assessment and reflecting that there are no hazardous wastes, hazardous materials or fuel (or other storage) tanks located above, on or below the surface of the Property, and that the Property is in compliance with all applicable environmental laws, ordinances, rules and regulations. Notwithstanding the foregoing, Purchaser’s continuation of this Agreement following the expiration of the Inspection Period shall be deemed a waiver of any failure to obtain a Phase I environmental assessment as described in this Section. (b) No later than five (5) days prior to the Closing Date, Seller shall have delivered to Purchaser (i) a Qualifying Tenant Estoppel (defined below) executed by Tenant, and (ii) any subordination, non-disturbance and attornment agreements (“SNDA”) reasonably required by Purchaser’s lender from the Tenant. Seller agrees to use reasonable efforts to obtain the required tenant estoppel and SNDA. For purposes hereof, a “Qualifying Tenant Estoppel” is a tenant estoppel substantially in the form of Exhibit D (or in any other form reasonably required by or acceptable to Purchaser’s lender) that does not include any information that is materially inconsistent with Seller’s representations and warranties in this Agreement. (c) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” title commitment, insuring Purchaser as owner of fee simple title to the Property, subject only to Permitted Exceptions (defined below), in the amount of the Purchase Price, and containing such endorsements as Purchaser shall have requested. (d) Subject to Sections 14 and 15 below, there shall have been no material adverse change in the condition of any of the Property (including without limitation any Improvements) after expiration of the Inspection Period and prior to the Closing Date. (e) Each and every representation and warranty of Seller set for...

Conditions Precedent to Purchaser’s Obligations. Each and every obligation of Purchaser to be performed on the Closing Date shall be subject to the satisfaction prior thereto of the following conditions: