Common use of Closing Closing Conditions Clause in Contracts

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above, and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof.

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above), and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof.

Closing Closing Conditions. (a) Closing The consummation of the transactions transaction contemplated by this Agreement shall be deemed to close (the "Closing") upon recordation of the Deeds (defined below) by Escrow Agent. It shall be a Lender Parties’ Condition to Closing (defined below) that Title Company shall have agreed in writing that, simultaneously with recordation of the Deeds, it will be irrevocably committed to issue to the applicable Transferee Entities an Owner’s Policy in accordance with the Title Assurance obtained from the Title Company pursuant to Section 2, including those endorsements (to the extent available under each Owner’s Policy), as agreed upon in the Title Assurance (the "Title Policy Condition"). Subject to terms of this Agreement, the Closing shall occur at a place and time mutually agreeable on the date that is twenty (20) days after the Property Verification Deadline or promptly (not to Seller and Buyer exceed five (5) days) after the Resolution Period, if applicable (the "Closing Date")) or such other time as agreed to by the Parties hereunder, but in no event shall the Closing occur later than May 20, 2013. Seller and Buyer The Closing shall both make a good faith effort occur at the office of Escrow Agent or such other office as agreed to close under this Agreement promptlyby the Parties hereunder. (b) Seller's The obligation of Lender Parties to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except Close is subject to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful satisfaction as of the Closing Date of the conditions (the "Lender Parties’ Conditions to effect Closing") that subject to any applicable notice and cure periods: (i) all covenants required to be performed by any of the transactions contemplated by Conveying Parties (including ▇▇▇▇▇▇▇) as of Closing Date shall have been performed pursuant to the terms of this Agreement and the representations and warranties in accordance with its terms, (iv) the delivery by Buyer Section 3 shall be accurate as of the Purchase Price in the manner set forth in Section 4(b) aboveapplicable date, and (vii) the delivery Title Policy Condition shall be satisfied, either of which may be waived, in whole or in part and in their sole and absolute discretion, by Buyer of Buyer's Lender Parties in writing at or prior to the Closing. If the Closing Documents (as defined in Section 9 hereof) fails to occur on or prior to the Closing Date because a Lender Parties’ Condition to Closing is not satisfied, then Lender Parties shall elect by written notice delivered to Borrower Parties on or before 5:00 p.m. (Phoenix, Arizona time) on the business day immediately following the Closing DateDate to (a) waive all unsatisfied Lender Parties’ Condition(s) to Closing and proceed with the Closing on that date which is three (3) business days after the Closing Date (provided that Conveying Parties also agree in writing to waive such condition if such condition also is a Borrower-related Parties’ Conditions to Closing), (b) require the applicable Conveying Party to specifically perform such condition within an applicable grace period (or pursuant to proceedings for equitable relief) or (c) terminate this Agreement, whereupon this Agreement automatically shall terminate, the Loan Documents will continue in full force and effect and the parties hereto may pursue their Pre-Agreement Rights and Remedies. If Lender Parties do not deliver the written notice described in the preceding sentence, then Lender Parties shall be deemed to have elected to terminate pursuant to option (c). Notwithstanding the foregoing, Lender Parties may enforce their permitted pre-Closing remedies under Section 13 if the failure of the condition is also a default by a Conveying Party. (c) Buyer's The obligation of Conveying Parties to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except Close is subject to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful satisfaction as of the Closing Date of the conditions (the "Borrower-related Parties’ Conditions to effect Closing") that transactions contemplated subject to any applicable notice and cure periods: (i) all covenants required to be performed by Lender Parties as of the Closing Date shall have been performed pursuant to the terms of this Agreement and the representations and warranties in accordance with its terms, Section 4 shall be accurate as of the such date; and (ivii) the delivery First Credit Bank Extension, Consent, Release and Novation has been obtained any of which Borrower-related Parties’ Conditions to Closing may be waived in whole or in part by Seller of Seller's Conveying Parties, as applicable, in writing at or prior to the Closing. If the Closing fails to occur on or prior to the Closing Date because a Borrower-related Parties’ Conditions to Closing is not satisfied, then Conveying Parties shall elect by written notice delivered to Lender Parties on or before 5:00 p.m. (Phoenix, Arizona time) on the business day immediately following the Closing Date to either (a) waive all unsatisfied Borrower’s Condition(s) to Closing and proceed with the Closing on that date which is three (3) business days after the Closing Date, or (b) terminate this Agreement, whereupon this Agreement automatically shall terminate, the Loan Documents as set forth will continue in Section 9 hereoffull force and effect and the parties hereto may pursue their Pre-Agreement Rights and Remedies. If Conveying Parties do not deliver the written notice described in the preceding sentence, then they shall be deemed to have elected to terminate pursuant to option (b).

Closing Closing Conditions. (a) Closing The consummation of the transactions transaction contemplated by this Agreement shall be deemed to close (the "Closing") upon recordation of the Deeds (defined below) by Escrow Agent. It shall be a Lender Parties’ Condition to Closing (defined below) that Title Company shall have agreed in writing that, simultaneously with recordation of the Deeds, it will be irrevocably committed to issue to the applicable Transferee Entities an Owner’s Policy in accordance with the Title Assurance obtained from the Title Company pursuant to Section 2, including those endorsements (to the extent available under each Owner’s Policy), as agreed upon in the Title Assurance (the "Title Policy Condition"). Subject to terms of this Agreement, the Closing shall occur at a place and time mutually agreeable on the date that is twenty (20) days after the Property Verification Deadline or promptly (not to Seller and Buyer exceed five (5) days) after the Resolution Period, if applicable (the "Closing Date")) or such other time as agreed to by the Parties hereunder, but in no event shall the Closing occur later than May 20, 2013. Seller and Buyer The Closing shall both make a good faith effort occur at the office of Escrow Agent or such other office as agreed to close under this Agreement promptlyby the Parties hereunder. (b) Seller's The obligation of Lender Parties to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except Close is subject to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful satisfaction as of the Closing Date of the conditions (the "Lender Parties’ Conditions to effect Closing") that subject to any applicable notice and cure periods: (i) all covenants required to be performed by any of the transactions contemplated by Conveying Parties (including S▇▇▇▇▇▇) as of Closing Date shall have been performed pursuant to the terms of this Agreement and the representations and warranties in accordance with its terms, (iv) the delivery by Buyer Section 3 shall be accurate as of the Purchase Price in the manner set forth in Section 4(b) aboveapplicable date, and (vii) the delivery Title Policy Condition shall be satisfied, either of which may be waived, in whole or in part and in their sole and absolute discretion, by Buyer of Buyer's Lender Parties in writing at or prior to the Closing. If the Closing Documents (as defined in Section 9 hereof) fails to occur on or prior to the Closing Date because a Lender Parties’ Condition to Closing is not satisfied, then Lender Parties shall elect by written notice delivered to Borrower Parties on or before 5:00 p.m. (Phoenix, Arizona time) on the business day immediately following the Closing DateDate to (a) waive all unsatisfied Lender Parties’ Condition(s) to Closing and proceed with the Closing on that date which is three (3) business days after the Closing Date (provided that Conveying Parties also agree in writing to waive such condition if such condition also is a Borrower-related Parties’ Conditions to Closing), (b) require the applicable Conveying Party to specifically perform such condition within an applicable grace period (or pursuant to proceedings for equitable relief) or (c) terminate this Agreement, whereupon this Agreement automatically shall terminate, the Loan Documents will continue in full force and effect and the parties hereto may pursue their Pre-Agreement Rights and Remedies. If Lender Parties do not deliver the written notice described in the preceding sentence, then Lender Parties shall be deemed to have elected to terminate pursuant to option (c). Notwithstanding the foregoing, Lender Parties may enforce their permitted pre-Closing remedies under Section 13 if the failure of the condition is also a default by a Conveying Party. (c) Buyer's The obligation of Conveying Parties to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except Close is subject to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful satisfaction as of the Closing Date of the conditions (the "Borrower-related Parties’ Conditions to effect Closing") that transactions contemplated subject to any applicable notice and cure periods: (i) all covenants required to be performed by Lender Parties as of the Closing Date shall have been performed pursuant to the terms of this Agreement and the representations and warranties in accordance with its terms, Section 4 shall be accurate as of the such date; and (ivii) the delivery First Credit Bank Extension, Consent, Release and Novation has been obtained any of which Borrower-related Parties’ Conditions to Closing may be waived in whole or in part by Seller of Seller's Conveying Parties, as applicable, in writing at or prior to the Closing. If the Closing fails to occur on or prior to the Closing Date because a Borrower-related Parties’ Conditions to Closing is not satisfied, then Conveying Parties shall elect by written notice delivered to Lender Parties on or before 5:00 p.m. (Phoenix, Arizona time) on the business day immediately following the Closing Date to either (a) waive all unsatisfied Borrower’s Condition(s) to Closing and proceed with the Closing on that date which is three (3) business days after the Closing Date, or (b) terminate this Agreement, whereupon this Agreement automatically shall terminate, the Loan Documents as set forth will continue in Section 9 hereoffull force and effect and the parties hereto may pursue their Pre-Agreement Rights and Remedies. If Conveying Parties do not deliver the written notice described in the preceding sentence, then they shall be deemed to have elected to terminate pursuant to option (b).