Common use of Conditions Precedent of Purchaser Clause in Contracts

Conditions Precedent of Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: (a) the Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or at the Closing; (b) the representations and warranties of the Seller contained in this Agreement or in any certificate or document delivered by the Seller shall be true, correct and complete in all material respects on the Closing Date with the same effect as though such representations and warranties were made as of such date; (c) the Purchaser shall have been approved as a franchised dealer by Nissan and Volvo; (d) the Seller shall have assigned the Leases to the Purchase, with full consent of all landlords, where required, in accordance with Section 4.3 hereof by means of an assignment in form and substance reasonably satisfactory to the Purchaser and its counsel; (e) the Seller shall have obtained and delivered to the Purchaser such evidence as is satisfactory to the Purchaser and its counsel that all security interests in the Assets have been released, except for any security interests assumed by Purchaser; (f) the Seller shall have obtained all consents required in connection with the consummation of the transactions contemplated hereby; (g) the Purchaser shall have obtained a license from the Department of Motor Vehicles, State of Florida, to operate Stuart Volvo and Stuart Nissan; and (h) the Purchaser shall have obtained a license to operate the service and repair shop at Stuart Nissan and Stuart Volvo from the Florida Department of Agriculture. In the event of any failure to satisfy any of the conditions precedent set forth in this Article 5.0 prior to Closing, Purchaser shall be entitled to either (i) extend Closing to allow sufficient time to satisfy any remaining conditions precedent, which time period shall not exceed thirty (30) days from the scheduled Closing; or (ii) Purchaser may terminate this Agreement by providing written notice to Seller, in which event the escrow deposits shall be released to Purchaser with all interest accrued thereon, and all parties shall be relieved of any and all liability and obligation herein.

Conditions Precedent of Purchaser. The In addition to all other conditions set forth in this Agreement, Purchaser's obligation of the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the fulfillment or satisfaction, prior to or at the Closing, satisfaction of each and every one of the following conditions precedent:precedent set forth in this section 6.1 (all of which are for the sole benefit of Purchaser): (a) Prior to or on the Closing Date, Purchaser shall have received an Estoppel Certificate in the form of EXHIBIT H attached hereto, dated no earlier than five (5) days before the Closing Date, executed by GRS and any guarantor of the GRS Lease. Seller shall have performed and complied with all agreements and conditions use reasonable efforts to obtain such executed tenant estoppel letter in such form prior to Closing. Seller shall deliver such tenant estoppel letter (whether or not in compliance herewith) to Purchaser promptly following Seller's receipt thereof. If Seller does not timely obtain the required by tenant estoppel letter, then Purchaser may elect, in lieu of terminating this Agreement as provided below, to be performed or complied with by adjourn the Seller prior Closing Date up to or at twenty (20) days in order to allow more time to obtain the Closingrequired tenant estoppel letter; (b) the representations and warranties As of the Closing Date, (i) the GRS Lease shall be in full force and effect, (ii) GRS shall not be in default under its lease of the Property, (iii) GRS shall not have given notice of any default by Seller contained under the GRS Lease or any intention to terminate the GRS Lease, and (iv) neither GRS nor any guarantor of the GRS Lease shall be the subject of any bankruptcy or other insolvency proceeding. (c) All representations of Seller set forth in this Agreement or in any certificate or document delivered by the Seller Section 5.1 shall be true, correct and complete in all material respects on as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date with the same effect as though such representations and warranties were made as of such date; (c) the Purchaser shall have been approved as a franchised dealer by Nissan and Volvo;Date. (d) the Seller shall have assigned the Leases performed in all material respects all material obligations required to the Purchase, with full consent of all landlords, where required, in accordance with Section 4.3 hereof be performed by means of an assignment in form and substance reasonably satisfactory Seller hereunder prior to the Purchaser and its counsel; (e) the Seller shall have obtained and delivered to the Purchaser such evidence as is satisfactory to the Purchaser and its counsel that all security interests in the Assets have been released, except for any security interests assumed by Purchaser; (f) the Seller shall have obtained all consents required or in connection with the consummation of the transactions contemplated hereby; (g) the Purchaser shall have obtained a license from the Department of Motor Vehicles, State of Florida, to operate Stuart Volvo and Stuart Nissan; and (h) the Purchaser shall have obtained a license to operate the service and repair shop at Stuart Nissan and Stuart Volvo from the Florida Department of Agriculture. In the event of any failure to satisfy any of the conditions precedent set forth in this Article 5.0 prior to Closing, Purchaser shall be entitled to either (i) extend Closing to allow sufficient time to satisfy any remaining conditions precedent, which time period shall not exceed thirty (30) days from the scheduled Closing; or (ii) Purchaser may terminate this Agreement by providing written notice to Seller, in which event the escrow deposits shall be released to Purchaser with all interest accrued thereon, and all parties shall be relieved of any and all liability and obligation herein.