Conditions to Buyer’s Obligation to Close Clause Samples

Conditions to Buyer’s Obligation to Close. Without limitation of any other provisions hereof, Buyer’s obligation to perform the terms of this Agreement shall be subject to the satisfaction (as determined in Buyer’s sole discretion) of each of the following conditions precedent with respect to each of the Premises (hereafter “Buyer’s Conditions”) (any one or more of which may be waived in writing by Buyer in its sole and absolute discretion): i. that the Seller has cured all Title Objections as provided in Section 5.(a) hereof; ii. that Buyer has not exercised its right to terminate this Agreement under Section 2., Section 5., Section 6.(b), Section 7., Section 10., Section 12. or Section 13. hereof; iii. that each of the Seller’s representations, warranties, and covenants hereunder shall be true and correct in all material respects and not materially misleading as of the Closing Date; iv. Buyer has determined that no Hazardous or Toxic Material shall have been discharged, disposed of or released or otherwise exist in, on or under any of the Premises as of the Closing Date, which Hazardous or Toxic Material was not in existence on the last day of the Due Diligence Period; v. that the physical condition of each of the Premises, and any improvements thereon, on the Closing Date shall not have deteriorated from their condition on the last day of the Due Diligence Period, reasonable wear and tear excepted. vi. that occupancy, gross revenues and general financial condition, including expenses and revenues of each of the Premises is not adversely different from the occupancy, gross revenues and general financial condition, including expenses and revenues of each such Premises on the last day of the Due Diligence Period, or if adversely different, there is no more than a five percent (5%) variance; vii. the purchase and sale transaction contemplated by this Agreement has been consummated with respect to each of the Premises in accordance with terms and provisions hereof, except as expressly provided herein; and viii. that Seller has performed all of its obligations hereunder as provided herein. If Buyer shall determine, in its sole discretion, that any of the Buyer’s Conditions are not satisfied on the Closing Date with respect to each of the Premises (a “Buyer’s Condition Failure”), then Buyer shall have the right, in its sole discretion, and in addition to its other rights and remedies hereunder, to: (i) terminate this Agreement, in which case this Agreement shall be null and void in all respects, and th...

Conditions to Buyer’s Obligation to Close. Buyer's obligation to close Escrow under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent:

Conditions to Buyer’s Obligation to Close. Buyer shall not be obligated to consummate the Closing unless and until each of the following conditions are either fulfilled or waived in writing by Buyer:

Conditions to Buyer’s Obligation to Close. The obligation of Buyer to purchase the Acquired Purchase Contracts from Seller pursuant hereto is subject to the satisfaction (unless waived in writing by Buyer) of each of the following conditions at and as of the Closing:

Conditions to Buyer’s Obligation to Close. Buyer’s obligation to purchase the Acquired Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

Conditions to Buyer’s Obligation to Close. The obligations of the Buyer to complete the Closing under this Agreement are subject to the fulfillment of the following conditions:

Conditions to Buyer’s Obligation to Close. (a) Buyer will not be obligated to proceed with the Closing unless and until each of the following conditions has been either fulfilled or waived in writing by Buyer: (1) This Agreement shall not have been previously terminated pursuant to any other provision hereof; (2) Seller shall be prepared to deliver or cause to be delivered to Buyer all instruments and documents to be delivered to Buyer at the Closing pursuant to Section 14 and Section 16 or any other provision of this Agreement; and (3) All property managing services provided to the Property under any property management agreement shall have been terminated on or prior to the Closing at no cost, liability or expense to Buyer. (b) If any of the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(b) hereof, Buyer may elect, upon notice to Seller, to terminate this Agreement, in which event the Deposit shall be returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.

Conditions to Buyer’s Obligation to Close. Buyer's obligation to purchase the Premises on the Closing Date is subject to the satisfaction of the following contingencies and conditions in the manner and within the time limits herein specified: (a) On or before the Effective Date of this Agreement: Seller shall deliver to Buyer (at no cost to Buyer): (1) Copies of any and all tests, surveys, examinations, plans, appraisals, permits, licenses, environmental studies or reports and other studies or investigations regarding the Premises which the Seller may have in its possession or control; (2) If Tenant is a different entity than Seller, a current operating statement, profit and loss statement, balance sheet and other satisfactory financial information for Tenant, certified as true, correct and complete by Tenant, reflecting Tenant's ability to pay rent and perform its other Lease obligations, and a current profit and loss statement, balance sheet and other satisfactory financial information for Guarantor reflecting Guarantor's ability to perform its Guaranty obligations; (3) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel; (4) Final "as-built" Plans for the Improvements; (5) All Permits, including without limitation, a certificate of occupancy and an operating permit or license for the use and occupancy of the Premises by Tenant. (6) All warranties and guaranties pertaining to the Improvements, specifically including the manufacturer's roof membrane warranty issued with respect to the building comprising the Improvements. (7) Buyer shall have received a Commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price (the "Title Commitment"), together with the following: (i) All exceptions and appurtenances to title referred to in the Title Commitment; (ii) All proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date; (iii) All covenants and restrictions, if any, which Seller desires that the Lease establish of record for the benefit of T...

Conditions to Buyer’s Obligation to Close. The obligation of Buyer to close hereunder shall be subject to the following conditions: (a) The representations and warranties of Selling Parties shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date; (b) Selling Parties shall have performed and complied in all material respects with the covenants, conditions and other obligations under this Agreement which are to be performed or complied with by it on or prior to the Closing Date; (c) Buyer shall have received a certificate executed by Selling Parties, reasonably satisfactory to Buyer, certifying that (i) the representations and warranties of Builders and the Shareholders shall be correct and complete in all material respects at and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date, and (ii) the conditions specified in Sections 8.1(a) and (b) have been satisfied or waived; (d) Buyer shall have completed a due diligence examination relating to Builders, its business and assets, to the extent it deems necessary and shall be satisfied with the results thereof in its sole discretion, and shall have given Builders notice of its satisfaction; and (e) There shall have occurred no material adverse change in the business or financial condition of Builders from that disclosed in the Financial Reports after taking into account seasonal adjustments.