Common use of CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE Clause in Contracts

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. The obligations of the Seller to consummate the sale of the Assets to Purchaser contemplated by this Agreement under this Agreement are subject to the satisfaction of all the conditions set out in this Section 6.01. The Seller may waive any or all of these conditions in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Seller of any of its other rights or remedies, at law or in equity, if the Purchaser shall be in default of any of its representations, warranties or covenants under this Agreement: (a) all representations by the Purchaser contained in this Agreement, shall be true on and as of the date of this Agreement and the Closing; (b) the Purchaser shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performed, complied with or satisfied, shall have released the Laurus Debt and its Liens on the Assets pursuant to the terms and conditions of the Release Agreement, and HSOA shall have issued the Shares to Laurus under the Release Agreement; and (c) the Purchaser shall have furnished a certificate, executed on behalf of the Purchaser, confirming the matters expressed in Sections 6.01(a) and (b); and (d) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expired.

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. The obligations obligation of Seller -------------------------------------------- to sell and transfer the Seller to consummate the sale of the Assets to Purchaser contemplated by this Agreement Interests under this Agreement are is subject to the satisfaction satisfaction, at or before the Closing Date, of all the conditions set out below in this Section 6.019. The Seller may waive any or all of these conditions in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver . a. Except as otherwise permitted by the Seller of any of its other rights or remedies, at law or in equity, if the Purchaser shall be in default of any of its representations, warranties or covenants under this Agreement: (a) all representations by the Purchaser contained in this Agreement, all representations and warranties by Buyer in this Agreement shall be true on and as of the date of this Agreement and the Closing;Closing Date as though made at that time. (b) the Purchaser b. Buyer shall have performed performed, satisfied and complied with all covenants and covenants, agreements and satisfied all conditions required by this Agreement to be performed, performed or complied with by it on or satisfied, before the Closing Date. c. Seller shall have released the Laurus Debt and its Liens on the Assets pursuant to the terms and conditions of the Release Agreement, and HSOA shall have issued the Shares to Laurus under the Release Agreement; and (c) the Purchaser shall have furnished received a certificate, executed on behalf of dated the PurchaserClosing Date, confirming signed and verified by Buyer, certifying, in such detail as Seller and its counsel may reasonably request, that the matters expressed conditions specified in Sections 6.01(aparagraphs (a) and (b); and) of this Section have been fulfilled. (d) all applicable waiting periods including those promulgated under d. Buyer shall provide to the rules and regulations Seller each of the Securities and Exchange Commission documents described in Section 4(b). e. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have expiredbeen instituted or threatened by any third party on or before the Closing Date. f. The execution and delivery of this Agreement by Buyer, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary action, and Seller shall have received copies of resolutions pertaining to that authorization, certified by an officer of Buyer. g. The form and substance of all certificates, instruments, opinions, and other documents delivered to Seller under this Agreement shall be satisfactory in all reasonable respects to Seller and their counsel. h. Any required third parties or governmental authorities shall have given any required approval or consents to the transactions contemplated by this Agreement on or before the Closing Date. i. Buyer shall have executed and delivered to West Shore and Basin written consents to be bound by all of the provisions of the West Shore Operating Agreement and the Basin Operating Agreement and to become a member of both West Shore and Basin with respect to the Interests transferred to Buyer hereunder, and all other necessary action shall have been taken by West Shore and Basin and their members and managers for Buyer to be a substituted member of West Shore and Basin with respect to the Interests. j. At the Closing, West Shore shall have executed an Amendment to the Processing Agreement in the form of Exhibit 9A hereto. k. Buyer, West Shore and Basin shall have agreed in writing to all amounts specified in Exhibit 2A, and that payment of those adjusted amounts are in full satisfaction and discharge of the amount stated on Exhibit 2A.

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. The obligations of the Seller to consummate sell and transfer the sale of Subject Assets and the Assets to Purchaser contemplated by this Agreement Assumed Liabilities under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of all the conditions set out in this Section 6.01. The Seller may waive following conditions, any or all of these conditions which may be waived by Seller in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Seller of any of its other rights or remedies, at law or in equity, if the Purchaser shall be in default of any of its representations, warranties or covenants under this Agreement: (a) All representations and warranties of Buyer hereunder and in all representations certificates delivered by the Purchaser contained Buyer to Seller pursuant to this Agreement shall be, in this Agreementall material respects, shall be true and accurate on and as of the Closing Date as though made at that time, except (i) to the extent that such representations and warranties are made as of a specified date of and (ii) for changes resulting from any action taken by Buyer pursuant to and in compliance with this Agreement and the Closing;Agreement. (b) the Purchaser Buyer shall have performed performed, satisfied and complied with all covenants and covenants, agreements and satisfied all conditions required by this Agreement to be performed, satisfied or complied with by Buyer on or satisfiedbefore the Closing Date; including without limitation, shall have released the Laurus Debt and its Liens on the Assets pursuant to the terms and conditions delivery of the Release Agreementall items required under Paragraph 3.5, and HSOA shall have issued the Shares to Laurus under the Release Agreement; andbelow. (c) The execution and delivery of this Agreement by Buyer, and the Purchaser performance of Buyer's covenants and obligations under this Agreement, shall have furnished a certificate, executed on behalf of the Purchaser, confirming the matters expressed in Sections 6.01(a) been duly authorized by all necessary and (b); andrequired corporate action. (d) all applicable waiting periods including those promulgated under No litigation or proceeding will be threatened or pending against Buyer or Seller for the rules and regulations purpose or with the probable effect of enjoining or preventing the consummation of any of the Securities and Exchange Commission shall have expiredtransactions contemplated by this Agreement.

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. The (a) In addition to any other conditions precedent set forth in this Agreement to the obligations of Seller under this Agreement, the parties hereto hereby agree that the obligations of Seller to consummate under the sale terms of the Assets to Purchaser contemplated by this Agreement under this Agreement are subject to the satisfaction of all of the following conditions precedent as of the Closing Date: (i) Seller shall have obtained from ▇▇▇▇▇▇ an amendment to the ▇▇▇▇▇▇ Contract (the "▇▇▇▇▇▇ Amendment") mutually acceptable to Seller and Purchaser clarifying that: (A) No transfer fee is due to ▇▇▇▇▇▇ in connection with the sale of a Unit by Purchaser to a Third-Party Buyer if a deed for such Unit and/or the property upon which such Unit is located shall have been previously delivered by Seller to Purchaser; (B) No dues or fees are payable by Purchaser to ▇▇▇▇▇▇ with respect to a Unit during the period that Purchaser owns such Unit if Purchaser shall relinquish its rights, as the owner of such Unit (but not of any other Unit), to use the Golf Course Facilities during such time as Purchaser owns such Unit; and (ii) Purchaser shall have performed all of its obligations under the terms of the Interim Agreement, dated April 2, 1998, by and between Seller and Purchaser, as amended, a copy of which Interim Agreement is attached hereto as Exhibit O and made a part hereof. --------- (b) In addition to any other conditions precedent set out forth in this Section 6.01. The Agreement to the obligations of Seller may waive any or all of these conditions in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Seller of any of its other rights or remedies, at law or in equity, if the Purchaser shall be in default of any of its representations, warranties or covenants under this Agreement:, the parties hereto hereby agree that the obligations of Seller under the terms of this Agreement are subject to the satisfaction of the following condition precedent: Whichever affiliate of Purchaser will act as the general contractor for Purchaser in connection with the construction of the Units shall be duly licensed and in good standing under the laws of the State of North Carolina at the time of performance of its duties as such general contractor. (ac) all representations by In the Purchaser contained in event that any condition precedent to Seller"s obligations under this Agreement, including, without limitation, any condition precedent set forth in the foregoing subparagraph 4(a), shall not be true on timely satisfied in accordance with the terms of this Agreement, Seller shall give to Purchaser written notice reasonably describing the condition precedent which shall not have been timely satisfied by Purchaser in accordance with the terms of this Agreement. Purchaser shall have thirty (30) days from the receipt of such written notice to satisfy any condition precedent not satisfied. If, at the end of such thirty (30) day period, Purchaser shall have failed to satisfy such condition precedent, Seller may, at its election, either waive any such unsatisfied condition precedent, or terminate this Agreement; and, in the event Seller elects to terminate this Agreement, this Agreement shall become null and as void, and the parties hereto shall have no further rights, obligations or liabilities under this Agreement [other than the obligations of the date Seller under paragraphs 11(a), 18(b), 19(b) and 20(b) of this Agreement and the Closing; (b) the obligations of Purchaser shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performedunder paragraphs 11(b), complied with or satisfied12(b), shall have released the Laurus Debt and its Liens on the Assets pursuant to the terms and conditions of the Release Agreement, and HSOA shall have issued the Shares to Laurus under the Release Agreement; and (c) the Purchaser shall have furnished a certificate, executed on behalf of the Purchaser, confirming the matters expressed in Sections 6.01(a18(d) and (b); and (d19(c) all applicable waiting periods including those promulgated under the rules and regulations of the Securities and Exchange Commission shall have expiredthis Agreement].

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. The (a) In addition to any other conditions precedent set forth in this Agreement to the obligations of Seller under this Agreement, the parties hereto hereby agree that the obligations of Seller to consummate under the sale terms of the Assets to Purchaser contemplated by this Agreement under this Agreement are subject to the satisfaction of all of the following conditions set out in this Section 6.01. The Seller may waive any or all precedent as of these conditions in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Seller of any of its other rights or remedies, at law or in equity, if Closing Date: (i) the Purchaser shall not be in default of any of its representations, warranties or covenants under this Agreement:; (aii) all the Purchaser's representations by the Purchaser and warranties contained in this Agreement, herein shall be true on and correct as of the date of this Agreement and all such representations and warranties shall continue to be true and correct as of the ClosingClosing Date; (b) In the event that any condition precedent to Seller's obligations under this Agreement shall not be timely satisfied in accordance with the terms of this Agreement, Seller shall give to Purchaser written notice reasonably describing the condition precedent which shall not have been timely satisfied by Purchaser in accordance with the terms of this Agreement. Purchaser shall have performed all covenants and agreements and satisfied all conditions required by this Agreement thirty (30) days from the receipt of such written notice to be performedsatisfy any condition precedent not satisfied. If, complied with or satisfiedat the end of such thirty (30) day period, Purchaser shall have released the Laurus Debt and failed to satisfy such condition precedent, Seller may, at its Liens on the Assets pursuant to the terms and conditions of the Release Agreementelection, and HSOA shall have issued the Shares to Laurus under the Release either waive any such unsatisfied condition precedent, or terminate this Agreement; and (c) , in the Purchaser event Seller elects to terminate this Agreement, this Agreement shall become null and void, and the parties hereto shall have furnished a certificateno further rights, executed on behalf obligations or liabilities under this Agreement other than the obligations of Seller under paragraphs 11(a), 18(b), and 19(b) of this Agreement and the Purchaser, confirming the matters expressed in Sections 6.01(aobligations of Purchaser under paragraphs 11(b) and (bc); and (d, 18(d) all applicable waiting periods including those promulgated under the rules and regulations 19(c) of the Securities and Exchange Commission shall have expiredthis Agreement.