Seller’s Conditions Sample Clauses

Seller’s Conditions. Seller’s obligations under this Agreement are subject to the fulfillment of the following conditions at or prior to the Closing Date, which conditions are for the benefit of Seller only and the satisfaction or fulfillment of which may be waived only in writing by Seller:

Seller’s Conditions. Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.

Seller’s Conditions. Seller’s obligations to Close are conditioned upon the following (“Seller’s Conditions”): (i) All representations and warranties of Buyer in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Buyer shall have performed in all material respects all covenants and obligations required to be performed by Buyer on or before the Closing Date.

Seller’s Conditions. The obligation of Seller to consummate the Closing is conditioned upon the satisfaction or waiver by Seller as of the Closing Date of each of the following conditions (collectively "Seller's Closing Conditions"): (a) Buyer shall have delivered to Escrowee or to Seller the Closing Date Amount (less the Applicable Accrued Deposit). (b) Buyer, SUN or their respective affiliates shall have delivered, or cause to be delivered, to Seller a certificate, dated as of the Closing Date, to the effect that all the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by Buyer on or prior to the Closing Date have been complied with and performed in all material respects, and all the representations and warranties of Buyer herein qualified as to materiality are true and all such representations and warranties not so qualified are true in all material respects on the Closing Date as if made on and as of such date (unless an earlier date is indicated in the representation and warranty). (c) Buyer shall have delivered to Seller the instruments and documents specified in Section 11.1 to be accepted and executed by Buyer and any other documents, instruments and agreements called for under this Agreement which have not previously been delivered. (d) Seller shall have received from counsel to Buyer and SUN an opinion or opinions dated as of the Closing Date, in form and substance reasonably satisfactory to Seller and its counsel, that: (i) each of Buyer and SUN is validly existing and in good standing under the laws of the state or commonwealth of its formation, is duly qualified to conduct business in such jurisdiction, and has all necessary corporate power to consummate the transactions contemplated hereby; and (ii) this Agreement and the other agreements and instruments to be executed and delivered by Buyer or SUN on or prior to the Closing Date have been duly and validly authorized by Buyer or SUN and will on the Closing Date be valid and binding on Buyer and SUN and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law. (e) Any waiting period, including exte...

Seller’s Conditions. The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects (provided, however, that any such representation or warranty of the Buyer that is qualified by a materiality standard shall not be further qualified by materiality for purposes of this Section 10.1(a) at and as of the Closing Date in accordance with their terms as if such representations and warranties were remade at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing in all material respects and Buyer shall deliver a certificate to Seller confirming the foregoing; and (b) No order has been entered by any Governmental Entity having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at Closing.

Seller’s Conditions. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any one or more of which may be waived in writing by Seller: (a) Seller shall have received payment of the Purchase Price in accordance with Section 2.02 of this Agreement. (b) Purchaser shall have delivered all of the documents and other items described in Section 5.01. (c) The representations and warranties of Purchaser set forth in Section 3.02 above shall be true and correct in all material respects.

Seller’s Conditions. Seller’s obligation to sell the Property shall be expressly conditioned upon the fulfillment to Seller’s satisfaction of each of the following: (a) The delivery and performance of all documents and closing items required to be delivered or performed by Buyer; and (b) The performance and observation by Buyer, in all material respects, all covenants and agreements set forth in this Agreement to be performed and observed by Buyer as of the Closing Date, including, without limitation, the timely payment of the Deposit and the Remaining Balance.

Seller’s Conditions. Seller shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:

Seller’s Conditions. The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions. (a) All representations and warranties of Purchaser contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Purchaser shall have performed and satisfied all agreements in all material respects required by this Agreement to be performed and satisfied by Purchaser at or prior to the Closing. (b) Seller shall have received a certificate dated as of the Closing, executed by the President or any Vice President of Purchaser, to the effect that the statements in Section 9.1(a) are true in all material respects at and as of the Closing. (c) No order shall have been entered by any court or governmental agency having jurisdiction over the parties or the subject matter of this contract that restrains or prohibits the purchase and sale contemplated by this Agreement and which remains in effect at the time of Closing, except (i) any order affecting a matter with respect to which Seller has been adequately indemnified by Purchaser or (ii) any order affecting only a portion of the Assets, which portion of the Assets could be treated as a Casualty Loss in accordance with Section 3.5. (d) Seller shall have been provided with such documentation or other assurance as Seller deems necessary that Purchaser has obtained all bonds or approvals as may be required for assigning, owning or operating the Assets and all obligations associated with the Assets; or as may be necessary to comply with Purchaser’s assumption of obligations as described in Section 6.1, hereof.