CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE SHAREHOLDERS TO CLOSE The obligation of the Shareholders to enter into and complete the Share Exchange, and related transactions contemplated by this Agreement, is subject, at the Shareholder’s option acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment, on or before the Closing Date, of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. BUYER TO EFFECT THE PURCHASE OF INTERESTS AT THE INITIAL CLOSING The obligation of Buyer to consummate the transactions contemplated hereby at the Initial Closing is subject to the fulfillment on or prior to the Initial Closing Date of the following conditions, any one or more of which, at Buyer’s option, may be waived by it in its sole discretion:
CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE VENDORS TO CLOSE The obligation of Vendors to enter into and complete the transactions contemplated by the Agreement is subject, at Purchaser’ option, acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment on or before the Closing Date, of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE TPI SHAREHOLDER TO CLOSE The obligation of the TPI Shareholder to enter into and complete the Closing is subject, at the Shareholder’s option acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. BUYER TO CLOSE 21 7.1 Accuracy of Representations and Warranties; Closing Certificate 21 7.2 Performance of Agreement 21 7.3 No Adverse Change 22 7.4 Title Policy 22 7.5 Delivery of Closing Documents 22 7.6 Licenses 22 7.7 Governmental Approvals 22 7.8 Third-Party Consents 22 7.9 No New Survey Matters 22 TABLE OF CONTENTS (cont’d) Page ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE 22 8.1 Accuracy of Representations and Warranties 23 8.2 Performance of Agreements 23 8.3 Delivery of Closing Documents 23 ARTICLE IX CLOSING 23 9.1 Closing Date and Place 23 9.2 Deliveries of Seller 23 9.3 Deliveries of Buyer 24 9.4 Closing Costs 25 9.5 Prorations 25 ARTICLE X INDEMNIFICATION 26 10.1 General 26 10.2 Indemnification by Seller 26 10.3 Indemnification by Buyer 27 10.4 Administration of Indemnification 27 ARTICLE XI DEFAULT AND TERMINATION 28 11.1 Right of Termination 28 11.2 Remedies upon Default 29 11.3 Specific Performance 30 11.4 Obligations Upon Termination 30 11.5 Termination Notice 30 11.6 Sole and Exclusive Remedy 30 ARTICLE XII MISCELLANEOUS 31 12.1 Further Actions 31 12.2 Notices 31 12.3 Entire Agreement 32 12.4 Binding Effect; Benefits 32 12.5 Assignment 32 12.6 Governing Law 33 12.7 Amendments and Waivers 33 12.8 Obligations Several 33 12.9 Severability 33 12.10 Headings 33 12.11 Counterparts 33 12.12 References 33 12.13 Seller Disclosure Letter 33 12.14 Attorneys’ Fees 33 12.15 Section 1031 Exchange/Tax Planning 34 12.16 Casualty 34 12.17 Condemnation 34 12.18 Limited Liability 35 12.19 Survival of Defined Terms 35 TABLE OF CONTENTS (cont’d) Page 12.20 Time of Essence 35 12.21 No Third-Party Beneficiary 35 12.22 WAIVER OF JURY TRIAL 35 TABLE OF CONTENTS OF SELLER DISCLOSURE LETTER SCHEDULES Schedule 4.2 Consents of Third Parties Schedule 4.5 Judgments Schedule 4.7 Seller’s Insurance Schedule 4.8 Litigation, Proceedings and Investigations Schedule 4.9 Compliance with Laws Schedule 4.10 Environmental Matters Schedule 4.14 Rent Roll Schedule 4.17 Independent Property Schedule 4.18 Utilities Access Schedule 4.21 Title Encumbrances Schedule 4.23 Loans EXHIBITS EXHIBIT A-1 Property Description EXHIBIT A-2 Due Diligence Request List EXHIBIT B Intentionally Omitted EXHIBIT C List of Licenses Held by Seller EXHIBIT D Intentionally Omitted EXHIBIT E Rent Roll EXHIBIT F Intentionally Omitted EXHIBIT G Outstanding Citations EXHIBIT H Form of Audit Letter EXHIBIT I Estoppel Certificate EXHIBIT J Subordination, Non-Disturbance and Attornment ...
CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE COMPANY TO CLOSE OR SELL THE SHARES. The obligation hereunder of the --------------------------------------- Company to proceed to close this Agreement and to issue and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE PURCHASER TO CLOSE. The obligation hereunder of the Purchaser to perform its ---------------------- obligations under this Agreement and to purchase the Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below. These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. THE SHAREHOLDERS AND CPTI TO CLOSE The obligation of the Shareholders and CPTI to enter into and complete the Merger and related transactions contemplated by the Agreement is subject, at the Shareholder’s and CPTI’s option, acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment on or before the Closing Date, of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. SPHERE TO CLOSE The obligation of the Sphere to enter into and complete the Share Exchange, and related transactions contemplated by this Agreement, is subject, at Sphere’s option acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment, on or before the Closing Date, of the following conditions, any one or more of which may be waived by it, to the extent permitted by law.
CONDITIONS PRECEDENT TO THE OBLIGATION OF. Alfa and the Merger-Sub to Effect the Merger
