Purchaser’s Conditions Sample Clauses
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Purchaser’s Conditions. It shall be a condition precedent to Purchaser’s obligation to close each Takedown, that the following conditions (“Purchaser’s Conditions Precedent”) have been satisfied:
(i) Final Approval of the Entitlements (which Entitlements shall be as required by Section 5(a) of this Agreement) for each respective Takedown by the County and all other applicable Authorities and recordation of the Final Plat thereof and such other Entitlements in the County Records as may be required by the County on or before the applicable Closing Date, as the same may be extended.
(ii) Seller’s representations and warranties set forth herein shall be materially true and correct as of each Closing;
(iii) The Title Company shall be committed to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract.
(iv) Purchaser obtaining AMC Approval on or before the expiration of the Due Diligence Period. The delivery of a Continuation Notice to Seller shall be deemed to include AMC Approval;
(v) Seller’s delivery to Purchaser of satisfactory approval, in writing, of Purchaser’s House Plans as provided in Section 12(d)(i) of this Contract; and
(vi) Purchaser shall have received letters from the appropriate Authorities that the Lots have water and sewer tap commitments sufficient for Purchaser’s intended build-out of the Lots, subject to the payment of tap fees and contingent upon completion of the necessary water and sewer infrastructure. If the Purchaser’s Conditions Precedent are not satisfied on or before each respective Closing Date of other applicable date specified above, Purchaser may: (1) waive the unfulfilled Purchaser’s closing condition, (2) extend the applicable Closing Date for up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any remaining Takedowns by written notice to Seller, delivered on or before two (2) business days after the applicable Closing Date, in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Deposit made by Purchaser that has not been applied to the Purchase Price...
Purchaser’s Conditions. The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its discretion:
(a) the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Target Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction;
(b) the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the representations and warranties of the Target and the Target Shareholders set forth in this Agreement;
(c) the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements;
(d) the Target will have provided the Purchaser with a legal opinion of its counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors;
(e) the title report with respect to the Property, is in form and substance satisfactory to the Purchaser, in its sole discretion;
(f) the Technical Report will have been completed and delivered to the Purchaser, in form and substance satisfactory to the Purchaser and its solicitors;
(g) all consents, renunciations, authorizations or approvals of third parties, which, in the Purchaser’s reasonable opinion must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the other transactions contemplated herein, must be obtained to the Purchaser’s satisfaction or in accordance with the relevant agreements, covenants or applicable law;
(h) the Target will have obtained the consent of any parties from whom consent to the Transaction is required;
(i) the Target and the Target Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Target Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Target Shareholders set forth in this Agreement will...
Purchaser’s Conditions. The Purchaser’s obligation to carry out the transactions contemplated by this Agreement is subject to the satisfaction or waiver by the Purchaser of each of the following conditions by the date specified, which conditions are for the sole benefit of the Purchaser and which may be waived by the Purchaser in its sole discretion:
Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date;
(ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing;
(iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;
Purchaser’s Conditions. Purchaser’s obligation to consummate the transactions contemplated in this Agreement, pay the Purchase Price and accept title to the Purchased Assets shall be subject to the following conditions precedent on and as of the Closing Date to the reasonable satisfaction of Purchaser or the waiver thereof by Purchaser, which waiver shall be binding upon Purchaser only to the extent made in writing and dated on or prior to the Closing Date.
(i) Possession of the Property shall be delivered to Purchaser free and clear of all tenancies and other occupancies and the Purchased Assets shall be delivered to Purchaser free and clear of any liens and encumbrances, in each case other than the Permitted Exceptions and any occupancy rights of any residents of the Facility.
(ii) Seller shall deliver to Purchaser or, if applicable, to the Escrow Agent to be held in escrow in accordance with the terms of this Agreement, on or before the Closing Date the following:
(1) a Special Warranty Deed, in substantially the form annexed hereto as Exhibit C (the “Deed”), duly executed and acknowledged by S▇▇▇▇▇;
(2) a bill of sale, in substantially the form annexed hereto as Exhibit D-1 (the “Purchaser Bill of Sale”);
(3) the Lease between Operator and Purchaser;
(4) Reserved;
(5) an assignment by Seller, in substantially the form annexed hereto as Exhibit F-1 (the “Purchaser General Assignment”);
(6) an assignment by Seller, in substantially the form annexed hereto as Exhibit F-2 (the “ General Assignment”);
(7) all licenses, permits, and certificates of occupancy, if any, issued by any federal, state, municipal or local governmental authority relating to the use, maintenance, occupancy or operation of the Facility running to, or in favor of, Seller, to the extent legally assignable without the consent of any third party or the payment of any fee (collectively, the “Permits”), which may be delivered to Purchaser at the Facility;
(8) copies of guaranties or warranties in Seller’s possession, if any, with respect to the Improvements and the Personal Property (the “Warranties”), which may be delivered to Purchaser at the Facility;
(9) a complete set of keys and passcodes for all locks and security systems of the Improvements, which may be delivered to Purchaser at the Facility;
(10) the Foreign Investment in Real Property Tax Act certificate in substantially the form annexed hereto as Exhibit G;
(11) an affidavit of title and such other affidavits as may be required by the Title Company in ...
Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser:
(a) Seller shall have delivered all of the documents and other items described in Section 5.02.
(b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.
Purchaser’s Conditions. The Purchaser shall not be obliged to complete the purchase and sale of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the following conditions have been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time; and each of the Vendors hereby, jointly and severally, covenant and agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Time:
Purchaser’s Conditions. The obligations of Purchaser at the Closing are subject to the satisfaction at or before the Closing of the following conditions precedent (each of which may be waived by Purchaser, in the sole discretion of Purchaser):
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares or the New Intercompany Receivable, unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied (or, where permitted by Applicable Law, waived by the Purchaser), it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
Purchaser’s Conditions. The obligation of Purchaser to acquire the Property under this Agreement is subject to the satisfaction of the following conditions precedent or conditions concurrent:
(a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5;
(b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing;
(c) Seller’s covenants, warranties and representations set forth herein shall be true and correct as of the Closing Date;
(d) All of the actions by Seller contemplated by this Agreement shall have been completed;
(e) There shall be no uncured default by Seller of any of its obligations under this Agreement;
(f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, as set forth in Section 15, from each of the tenants under the Leases;
(g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in Schedule 4;
(h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions;
(i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and
(j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, Seller and Purchaser shall have agreed in writing on the plans and specifications for such work and the form of License Agreement.