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. 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. Buyer’s obligation to close the Transactions shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date, unless specifically waived in writing by Buyer, in whole or in part, at or prior to Closing:
(a) Sellers shall have duly performed, satisfied and complied with all agreements, covenants and conditions required by this Agreement (including Sellers’ obligation to duly execute (to the extent required) and deliver the certificates, agreements and other documents set forth in Section 1.8) and each of the other Transaction Documents to be performed, satisfied or complied with by Sellers prior to or on the Closing Date;
(b) All of the representations, warranties, covenants and agreements of Sellers contained in this Agreement shall be true, correct and not breached as of the Effective Date and the Closing Date;
(c) Buyer shall have obtained all permits, licenses, approvals, certificates, consents and other authorizations by any governmental authority Buyer deems necessary, in its reasonable discretion, to consummate the Transactions and operate the Business consistent with Sellers’ past practices after Closing;
(d) Buyer shall have completed, to its satisfaction, its due diligence review of all financial, legal and other matters relating to the Interests, the Assets, the Business and the Center;
(e) There shall not have been any Lien on, or material adverse change in or to the Interests, the Assets, the Business or the Center from the Effective Date; and
(f) The provisions of all Exhibits and Schedules attached to this Agreement that were not attached at the Effective Date, or to the extent updated by Sellers after the Effective Date, shall be acceptable to Buyer in its reasonable discretion.
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. As a condition to Buyer’s obligation to close:
(i) there shall be no notice issued after the Effective Date 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; and
(iii) the Leases shall be in full force and effect and no material default or claim by landlord or tenant shall exist or have arisen under any Leases and no tenant shall have initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding;
(iv) the Title Company shall have bound itself to issue the Title Insurance Policy for the Property to Buyer in the amount of the Purchase Price, subject only to the exceptions of record set forth in the Title Commitment or any update thereof approved by Buyer, including, without limitation, the Leases, other than the Required Title Clearance Matters and any matters constituting Material Title Objections (the “Permitted Exceptions”); and
(v) no change, event, circumstance or development shall have occurred that has a material adverse effect on the condition of the Property between the Effective Date and the Closing Date.