Buyer Conditions Clause Samples
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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 under this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by ▇▇▇▇▇) of the following conditions precedent:
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 ▇▇▇▇-▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇▇ 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 are conditioned upon:
(a) Closing Payment noted in Section 1.2 (iii);
(b) Assignment of Assets to TMGI as listed in Schedule E;
(c) Payment of outstanding Service Provider balances as noted in Schedule F;
(d) Assumption of Service Provider Monthly Budget as noted in Schedule G.
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. The obligation of Buyer to consummate the transaction which is the subject of this Agreement is and will be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion:
(a) Sellers will have delivered to Buyer all of the items required to be delivered to Buyer pursuant to the terms of this Agreement, including those provided in SECTION 10.3;
(b) Sellers will have performed and reserved, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Sellers as of the Closing Date; and
(c) No later than five (5) days prior to Closing, Sellers shall have delivered to Buyer Estoppel Certificates satisfying the Minimum Estoppel Requirements.
Buyer Conditions. Buyer's obligation to complete Closing under this Agreement shall be conditioned upon the following:
(a) Title being acceptable to Buyer and ▇▇▇▇▇'s Title Company as described in Sections 5 and 6 herein.
(b) ▇▇▇▇▇ 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.