Obligation to Close. Buyer shall take or cause to be taken all reasonable actions necessary or advisable to (i) consummate the transactions contemplated by this Agreement and to assure as of the Closing Date that it will not be under any material, corporate, legal, governmental or contractual restriction that would prohibit or delay the timely consummation of such transactions and (ii) upon request of Seller, use reasonable efforts to assist and cooperate with Seller in acquiring consents to the transaction contemplated by this Agreement from any party that requires consent.
Obligation to Close. Notwithstanding any condemnation or casualty event, AW9 will remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Property. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Property” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, AW9 would no longer be able to develop and construct the Development in substantial accordance with Land Use Entitlement Approvals, the Final Plans and Specifications and the 9% Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Property, (A) AW9 will have the right to terminate this Agreement without liability on its part by so notifying FCRHA within 15 Business Days of FCRHA’s notification to AW9 of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither FCRHA nor AW9 will have any further liability hereunder, and (B) if AW9 does not so terminate the Agreement, then AW9 will remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Property thereafter will be deemed to give rise to a default hereunder.
Obligation to Close. CONDITIONS
Obligation to Close. Notwithstanding any condemnation or casualty event, Fairfax Properties shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, Fairfax Properties would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) Fairfax Properties shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within 15 days of the FCRHA’s notification to Fairfax Properties of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor Fairfax Properties shall have any further liability hereunder, and (B) if Fairfax Properties does not so terminate the Agreement, then Fairfax Properties shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.
Obligation to Close. PEM shall take or cause to be taken all actions necessary or advisable to consummate the transactions contemplated by this Agreement and to assure that as of the Closing it will not be under any material, corporate, legal, governmental or contractual restriction that would prohibit or delay the timely consummation of such transactions.
Obligation to Close. Purchaser’s obligation to purchase the Transferred Claims and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Obligation to Close. Notwithstanding any condemnation or casualty event, One University shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, One University would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) One University shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within 15 days of the FCRHA’s notification to One University of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor One University shall have any further liability hereunder, and (B) if One University does not so terminate the Agreement, then One University shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.
Obligation to Close. The obligation of Southbridge to complete the purchase of the Shares under this Agreement shall be subject to the satisfaction, at or before Closing, of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of Southbridge and may be waived by it in whole or in part):
Obligation to Close. Lender and each of the Altair Parties shall be required to close the transactions contemplated by this Agreement no later than two business days following (1) the satisfaction of all of the conditions precedent to such Party's obligation to close, and (2) receipt from any other Party hereto of a written demand requesting that such Party close as specified date and time no sooner than two business days following delivery of such demand. In the event that any Party shall fail to close as provided in the preceding sentence, in addition to any and all remedies available at law or equity, any nonbreaching Party shall have the option to terminate this Agreement with respect to such breaching Party at the close of business on such date without liability to any other Party.
Obligation to Close. Cubic covenants to use its commercially reasonable efforts to take or cause to be taken all actions reasonably necessary or advisable to consummate the transactions contemplated by this Agreement and to insure that as of the Closing Time, it will not be under any material corporate, legal, governmental or contractual restriction that would prohibit or delay the timely consummation of such transaction.
