Buyer Conditions Sample Clauses
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Buyer Conditions. Notwithstanding anything to the contrary contained herein, the obligation of Buyer to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below; provided that Buyer, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions:
12.2.1 Seller shall have executed and delivered to Buyer all of the documents, and shall have taken or caused to be taken all of the other action, required of Seller under this Agreement.
12.2.2 Seller shall have delivered to Buyer estoppel certificates (individually, an “Estoppel” and, collectively, the “Estoppels”) from Tenants occupying no less than eighty (80%) percent of the leased rentable square feet of the Improvements existing as of the date of this Agreement (the “Required Percentage”), including Estoppels from Clear Channel Broadcast and Celeren Corporation, all dated not more that thirty days prior to the Closing Date, in the form attached hereto as Exhibit “F” and made a part hereof or certifying as to the matters set forth on Exhibit “F” on such other form as may be provided by any Tenant, provided that in each case such Estoppels are substantially the same as those estoppel certificates that were delivered to Buyer prior to the Inspection Period Expiration Date in accordance with Section 4.7 (collectively, the “Required Estoppels”). Notwithstanding the foregoing in the event that Seller delivers Estoppels from Tenants occupying more than sixty-five (65%) percent the of leased rentable square feet of the Improvements existing as of the date of this Agreement, including Clear Channel Broadcast and Celeren, but less than the Required Percentage, Buyer’s condition set forth in this Section 12.2.2 shall be satisfied in the event that Seller shall have delivered one or more certificates in substantially the same form as the form of Estoppel attached hereto as Exhibit “F” confirming in all material respects the matters set forth in the form estoppel certificate certificates that were delivered to Buyer prior to the Inspection Period Expiration Date (each, a “Seller’s Certificate”) so that, when combined with the Required Estoppels, Seller shall delivered Seller’ Certificates and Required Estoppels from Tenants occupying the Required Percentage. Seller’s failure to deliver Required Estoppels (or Seller’s Certificates in lieu thereof to the extent ...
Buyer Conditions. The obligation of Buyer to close the transaction which is the subject of this Agreement is subject to the fulfillment as of the Closing Date or as of the Escrow Closing Date, as applicable, of each of the following conditions, unless any unfulfilled condition is waived in writing by Buyer:
Buyer Conditions. The obligation of each Investor hereunder to purchase the number of shares of RBC Stock set forth opposite such Investor’s name in column (3) on the Schedule of Investors attached hereto at the Closing is subject to the satisfaction, at or before the Closing Date, of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such Investor at any time in its sole discretion by providing the Seller with prior written notice thereof:
Buyer Conditions. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing Date of each of the following conditions:
Buyer Conditions. The obligation of the Buyer to purchase the Aircraft from the Seller shall be subject to fulfilment of each of the following conditions on or prior to the Delivery Date for the Aircraft:
(a) receipt by the Buyer of corporate documentation in respect of the Seller and evidence of due execution by the Seller of the Transaction Documents;
(b) receipt by the Buyer of a legal opinion in form and substance satisfactory to the Buyer from Xxxx-Xxxxx, in relation to inter alia, the due execution and enforceability of the Transaction Documents and certain registration matters in Denmark;
(c) receipt by the Buyer of a legal opinion in form and substance satisfactory to the Buyer from Gorrissen Xxxxxxxxxx Kierkegaard in relation to, inter alia, the due execution and enforceability of those of the Transaction Documents to which the Seller is a party;
(d) the Aircraft is not subject to any Security Interests save for Permitted Liens;
(e) receipt by the Buyer of the Novation Agreement and the Replacement Security Deposit Agreement duly executed by the parties thereto (other than the Buyer);
(f) receipt by the Buyer of the conditions precedent deliverable to, and/or to be fulfilled in favour of, it under the Novation Agreement;
(g) receipt by the Buyer of the Assignments of Warranties, duly executed by the parties thereto and consented to by the Relevant Manufacturer;
(h) the representations given by the Seller in Part A of Clause 2 being true and accurate on the Delivery Date;
Buyer Conditions. The term shall have the meaning set forth in Section 2.3.3.
Buyer Conditions. Buyer's obligations to purchase the Purchase Rights shall be conditioned upon the following:
(a) Buyer's approval (in its sole and absolute discretion) in writing on or before the date which is one (1) day before the Approval Date of the condition of and all other matters relating to the Property, as well as all of the other due diligence items set forth in Paragraph 3 of each of the Agreement and the HPP Agreement, including without limitation, the Title Report, Survey, Leases, contracts listed on Exhibit 3.3 of each of the Agreement and the HPP Agreement and the Due Diligence Documents. In this regard, (i) Seller agrees to cooperate with Buyer and take all actions (A) reasonably requested by Buyer to arrange for Buyer's entry onto the Property and any inspections and/or testing by Buyer in connection therewith, and (B) otherwise requested by Buyer in connection with Buyer's efforts to perform its due diligence review hereunder, and (ii) Seller assigns to Buyer all of Seller's access, inspection and other rights under the Agreement and the HPP Agreement with respect to the performance of Seller's due diligence review under the Agreement and the HPP Agreement.
(i) the satisfaction of all conditions to Seller's (or any assignee's) obligation, as buyer, to consummate the Closing under the Agreement, (ii) no breach or default by the Owner under the Agreement, and (iii) the concurrent Closing under the Agreement.
(i) the satisfaction of all conditions to Seller's (or any assignee's) obligation, as buyer, to consummate the Closing under the HPP Agreement concurrently with the Closing under the Agreement, (ii) no breach or default by HPP under the HPP Agreement, and (iii) the concurrent Closing under the HPP Agreement. If Buyer shall timely disapprove any of the due diligence items set forth above, or if any of the conditions set forth in Paragraphs 4(b) or 4(c) above are not satisfied, then this letter agreement shall terminate, the Deposit shall be immediately returned to Buyer, and neither party shall have any further rights or remedies against the other by reason hereof. In the event either of the conditions set forth in Paragraphs 4(b) or 4(c) is not satisfied or waived by Buyer, and the Transfer Date has occurred, upon request from Seller, Buyer shall re-assign the Purchase Rights back to Seller.
Buyer Conditions. As a condition to Buyer's obligation to close:
(i) there shall be no notice issued after the expiration of the Due Diligence Period of any material violation or alleged violation of any law, rule, regulation or code, including building code, with respect to the Property, which has not been corrected to the satisfaction of the issuer of the notice; and
(ii) at Closing, Seller shall not be in default under any agreement to be assigned to, or obligation to be assumed by, Buyer under this Agreement including without limitation the Loan Documents; and
(iii) the Lease shall be in full force and effect and no material default or claim by landlord shall exist or have arisen under the Lease.
Buyer Conditions. Buyer's obligation to complete Closing under this Agreement shall be conditioned upon the following:
(a) Title being acceptable to Buyer and Xxxxx's Title Company as described in Sections 5 and 6 herein.
(b) Xxxxx having obtained approval from the Board of Education of Buyer and the Buyer's voters (the "Buyer Approvals"); and
(c) Seller having obtained all necessary approvals to sell the Property to Buyer, including, but not limited to, approval and internal approval by the Seller's Board of Directors (, the "Seller Approvals").
(d) All representations and warranties by Seller set forth in this Agreement being true, correct and complete in all material respects both at and as of the date of this Agreement and at and as of Closing; and Seller having performed all agreements required by this Agreement to be performed by Seller prior to or as of the date of Closing.
Buyer Conditions. For Buyer: