Conditions Precedent to Conveyance Sample Clauses

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related ▇▇▇▇ of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets; (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or other...
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Conditions Precedent to Conveyance. Notwithstanding anything herein to the contrary, the Authority shall not be obligated to convey the Development Property to the Developer until the following conditions precedent have been satisfied: (a) The Developer has submitted a commitment or other evidence of financing which is adequate, in the Authority’s sole discretion, to fully finance construction of the Minimum Improvements; (b) The Developer has submitted and the Authority has approved the Construction Plans; (c) The Authority has held a public hearing and fulfilled all requirements of Minnesota Statutes, Section 469.105; (d) There has been no Event of Default on the part of the Developer which has not been cured; (e) The Authority has received approval from the City of New Prague City Council for the sale of the Development Property as contemplated in this Agreement; and (f) All of the above condition precedents shall occur within the time frame established in Section 3.7 of this Agreement, unless extended by the Developer and the Authority. If such extension is not obtained, all ▇▇▇▇▇▇▇ money and deposits shall be returned to the Developer within ten (10) days thereafter.
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Conditions Precedent to Conveyance. (a) The obligations of the City to convey the relevant portion of the Redevelopment Property at Closing shall be subject to the following conditions: (1) The Owner shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) The Owner shall have paid the Purchase Price on the Closing Date; and (3) Each of the Owner’s representations and warranties set forth in Section 2.3 shall be true as of the Closing Date in all material respects. (b) The obligation of the Owner to purchase the Redevelopment Property at Closing shall be subject to the following conditions (collectively, the “Owner’s Closing Conditions”): (1) The City shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) Each of the City’s representations and warranties set forth in Section 2.1 shall be true as of the Closing Date in all material respects. (3) The Final Plat shall have been approved by the City and the Owner shall have determined that the conditions of approval are acceptable to the Owner. (4) The Owner shall have obtained all final governmental approvals, permits and licenses necessary in the Owner’s judgment or otherwise required by any government or governmental agency with jurisdiction over the Owner’s development of the Redevelopment Property in order to use the Redevelopment Property as the Owner intends and as may be required to construct the Minimum Improvements; (5) The Owner shall have obtained all assurance letters from the MPCA required or desired by the Owner in its sole discretion, including, without limitation, a No Association Determination; (6) The Owner and ▇▇▇▇ shall have entered into that certain execution of Development Services Agreement and the Design-Build Cost Plus Construction Contract for the Construction of the Minimum Improvements; (7) The Owner shall have entered into an agreement with the Minnesota Department of Employment and Economic Development providing for certain funding for the construction of the Minimum Improvements; (8) The Owner shall have determined in its sole judgment that it is satisfied with the results of and matters disclosed its investigations and testing of the Redevelopment Property and the Option Property, including, without limitation, all soil tests, well tests, engineering inspections, and environmental site assessments; and (10) The Owner shall have determined that title to the Redevelopment Property is acceptable to t...
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Conditions Precedent to Conveyance. Subject to the termination of this Agreement pursuant to Section 13.01, the obligation of the Agency to convey the Property is subject to the fulfillment of the following conditions: (a) Approval of the Final Site Plan by the City; (b) Abandonment and vacation of any City right-of-way included in the Project Site; (c) Developer shall have closed on the Construction First Lien Financing; and (d) The Building Permits for the commencement of construction and all other Permits necessary for construction to commence have been issued.
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Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser:
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Conditions Precedent to Conveyance. Neither DOSO nor Owner are obligated to complete the Conveyance unless the following conditions are satisfied to the benefited Party's reasonable satisfaction. The Party benefited by a particular condition shall not unreasonably withhold or delay acknowledgment that a condition has been satisfied.
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Conditions Precedent to Conveyance. The requirements set forth in this Article are conditions precedent to the County's obligations to lease the Property to the Developer.‌
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Conditions Precedent to Conveyance. The Authority’s obligation to sell and the Developer’s obligation to purchase the Property shall be subject to satisfaction of all of the following conditions precedent: (a) The Developer having obtained the requisite approval of the Authority hereunder and all applicable governmental agencies and instrumentalities, municipal, county, state and federal, to the development of the Property through the construction of the Improvements in accordance with the Developer’s Construction Plans and site plan. (b) The Developer having obtained: (i) amendments, revisions, exceptions or changes as may be necessary to applicable zoning codes and ordinances; (ii) special use permits, if applicable,
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Conditions Precedent to Conveyance 
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Related to Conditions Precedent to Conveyance

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.