Condition Precedent to Closing. The parties acknowledge that satisfaction of the following requirements collectively constitute a Condition Precedent to the closing of COUNTY's sale of the Property to PURCHASER ("Condition Precedent").
Condition Precedent to Closing. The following conditions must be satisfied prior to the closing of the Merger:
Condition Precedent to Closing. Notwithstanding anything to the contrary contained herein (but subject to Sections 9.1 and 9.3 hereof), it shall be a condition to each party’s obligation to close the sale of the Property, that a closing occur simultaneously with the Closing with respect to (i) Oak Park Village and Champions Village in Texas, (ii) Cherokee Plaza, Xxxxx Plains Exchange and Xxxxxxxx Bridge Commons in Georgia, and (iii) Shoppes at Parkland and University Palms in Florida (collectively, the “Other Properties”), which Other Properties are the subject to Agreements of Purchase and Sale by and between Affiliates of Seller, as seller, and Purchaser, as purchaser (the “Other Property Agreements”) the parties hereto acknowledging that the Property is being sold as a part of the portfolio containing the Property and the Other Properties and the parties do not intend to sell or purchase the Property or any of the Other Properties as individual assets; provided, however, that (1) if the affiliate of Seller which is the seller under the Other Property Agreement for the Texas assets duly exercises its right to terminate such Other Property Agreement with respect to Champions Village pursuant to Section 10.13 thereof (such termination, the “Champions 10.13 Termination”), or (2) the “Closing Date” of the sale of Champions Village is scheduled to occur following the Closing Date hereunder pursuant to the terms of the Other Property Agreement for Champions Village, then the closing of the sale of -00- Xxxxxxxxx Xxxxxxx shall not be a condition to the Closing of the sale of the Property. Seller intends that the sale of the Property, together with the sale of the Other Properties by Affiliates of Seller constitute the sale of property to one buyer as part of one transaction within the meaning of Section 857(b)(6)(E)(vi) of the Internal Revenue Code of 1986, as amended. Furthermore, if either party exercises any right to terminate this Agreement in accordance herewith, such party (or its applicable Affiliate) shall simultaneously terminate each of the Other Property Agreements (if such Other Property Agreements are not terminated by their terms), and the xxxxxxx money deposits held under such Other Property Agreements shall be delivered to the party (or its applicable Affiliate) entitled to receive same hereunder. Seller and Purchaser hereby agree that the exercise of a right to terminate under any of the Other Property Agreements shall automatically terminate this Agreement, and the Xxxxxxx M...
Condition Precedent to Closing. The Township and the Seller acknowledge that the Closing is contingent upon (i) the review and inspection to be conducted by the Township of any and all matters relating to the condition of the Property during the Due Diligence Period as more fully set forth in Article 9 of this Agreement; (ii) Seller’s cure of title defects, if any, in accordance with the provisions of Article 6 of this Agreement; and (iii) continuing availability of funding and continuing legal authority for the acquisition by the Township.
Condition Precedent to Closing. The obligations of the Company and the Director Investor to consummate the Closing are subject to the satisfaction or written waiver by both the Company and the Director Investor on or prior to the Closing Date of the following condition:
Condition Precedent to Closing. See insert on pages 21(i) through 21(vi).
Condition Precedent to Closing. The transactions contemplated in this Agreement are specifically conditioned upon:
Condition Precedent to Closing. Before Closing Date (as defined hereunder), the Seller shall file all applications and take any necessary actions to cancel all real- estate mortgages existing on the Real Property and at the Closing Date shall provide the Buyer with evidence of the authorization to the cancellation of the relevant mortgages.
Condition Precedent to Closing. Purchaser’s obligation to close the purchase of the Lots is expressly conditioned upon Substantial Completion of the Lots. However, Purchaser may continue with the Closing on any Lot or Lots prior to Substantial Completion of the Lots, and Seller agrees that any such Closing will not be deemed a waiver of the Substantial Completion requirements for the applicable Lots. Seller agrees to sell any Lots prior to Substantial Completion upon request of Purchaser. Seller will continue to have the full responsibility to perform Substantial Completion with respect to Lots which have and have not been closed.
Condition Precedent to Closing. Buyer acknowledges that it is a condition precedent to Seller's obligations hereunder that Receiver and Lender cause the Court to enter an order approving this Agreement, the sale of the Property pursuant to the terms of this Agreement and the Closing by Seller on the terms of this Agreement (collectively, the "Approval Order"). Provided this Agreement is not 11 terminated pursuant to Section 2.2 hereof, no later than ten (10) Business Days after the Feasibility Date, Receiver and Lender shall use commercially reasonable good faith efforts to either (a) jointly file with Owner a motion for such Approval Order or (b) file a motion, and cause Owner to consent to Receiver's and Lender's motion, for such Approval Order, with the Court. After the filing of the motion for the Approval Order, Receiver and Lender shall diligently pursue such Approval Order and deliver to Buyer, immediately upon receipt thereof, a copy of the signed Approval Order. If the Approval Order has not received by Receiver and Lender and delivered to Buyer at least two (2) Business Days prior to the Closing Date, the Closing Date shall be extended until 2:00 p.m. on the date that is the earlier of ten (10) Business Days after Receiver's and Lender's receipt of the Order and delivery to Buyer as provided herein or thirty (30) days after the Closing Date (the "Extended Closing Date"); provided, however, if, despite Receiver's and Lender's commercially reasonable good faith efforts, Owner will not join in or consent to Receiver's and Lender's motion for the Approval Order and instead has objected to the entry of the Approval Order and Receiver and Lender alone have moved for the Approval Order and, notwithstanding Owner's objection, the Approval Order is received, the parties agree that the Extended Closing Date shall be the date thirty one (31) days after the Approval Order has been entered to allow the appeal period for such Approval Order to have expired as required by the Title Company; provided, further, however, that Closing shall not occur until Seller has given Buyer not less than two (2) Business Days prior written notice confirming the actual calendar date of the Extended Closing Date. If the Approval Order denies approval of this Agreement, the Approval Order has not been received by thirty (30) days after the Closing Date or if the Approval Order was obtained without Owner's joinder in or consent to the motion for same and thereafter Owner timely files an appeal of the Order Appro...
