Common use of Conditions to Contributor's Obligations Clause in Contracts

Conditions to Contributor's Obligations. Contributor’s obligation to convey the Property or otherwise perform Contributor’s obligations under this Agreement is conditioned upon the occurrence of the following conditions on or before the Closing Date: (a) The representations, warranties and covenants of Acquiror contained in this Agreement shall be true and correct in all material respects as of the Closing Date. (b) Acquiror shall have performed and complied in all material respects with all covenants and agreements contained herein which are to be performed and complied with by Acquiror at or prior to the Closing Date. (c) Acquiror shall have delivered to Contributor: (i) a countersigned copy of the Lease; (ii) a countersigned copy of the assignment of warranties and intangible property owned by Contributor, (iii) an executed closing statement, and (iv) any and all documents required of Acquiror by the Title Company in order for the Closing to occur. (d) In the event any of the foregoing conditions or other conditions to this Agreement are not fulfilled, and are not waived by Contributor on or before the Closing, Contributor may terminate this Agreement. Upon a termination of this Agreement pursuant to this Section 13(d), Title Company shall, subject to the provisions of Section 24(d) below, return the ▇▇▇▇▇▇▇ Money Deposit to Acquiror and the parties shall have no further liability to one another hereunder with respect to the Property except to the extent expressly stated otherwise herein. Contributor shall have the right to waive, in Contributor’s and absolute discretion, any of the conditions precedent set forth in this Section 13, and the election by Contributor to proceed with the Closing with the actual knowledge that a condition precedent has not been satisfied, shall be deemed Contributor’s waiver of such condition precedent to the extent any such condition precedent has not been previously satisfied or waived. Neither Acquiror nor Contributor shall willfully or in bad faith act or fail to act for the purpose of permitting any of Acquiror’s Conditions in this Section 13 to fail.

Conditions to Contributor's Obligations. Contributor’s The obligation of Contributor to convey close the Property or otherwise perform Contributor’s obligations under this Agreement is conditioned upon transaction and deliver the occurrence documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions (“Contributor’s Conditions”) on or before the Closing Date: (a) The representations, warranties and covenants of Acquiror contained in this Agreement Company shall have performed on or before the Closing Date the obligations required to be true and correct in all material respects as of performed by it on or before the Closing Date. (b) Acquiror The Company shall have performed completed all the deliveries and complied in all material respects with all covenants and agreements contained herein which are actions required to be performed made by the Company under Section 7.02 and complied with elsewhere in this Agreement. (c) There shall be no material breach of any of the Company’s representations, warranties and covenants set forth in this Agreement. (d) There shall not then be any pending or, to the knowledge of either the Company or Contributor, threatened litigation against the Company which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Company herein. Contributor’s Conditions are solely for the benefit of Contributor and may be waived only by Acquiror at Contributor. Any such waiver or waivers shall be in writing and shall be delivered to the Company. If any of Contributor’s Conditions is not satisfied or has not been so waived by notice to the Company prior to the Closing Date. , Contributor shall give written notice to the Company describing the condition or conditions that have not been satisfied or waived and either Contributor or the Company by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (c30) Acquiror shall have delivered to Contributor: (i) a countersigned copy of days in the Lease; (ii) a countersigned copy of the assignment of warranties and intangible property owned by Contributor, (iii) an executed closing statement, and (iv) any and all documents required of Acquiror by the Title Company in order aggregate for the Closing purpose of attempting to occur. (d) In the event any of the foregoing satisfy such condition or conditions or other conditions to this Agreement are not fulfilled, and are not waived by Contributor delivering written notice on or before the Closingthen scheduled Closing Date. Nothing contained in this Agreement shall require the Company or Contributor to r to bring any suit or other proceeding or, Contributor may terminate except as otherwise expressly required by this Agreement. Upon a termination of this Agreement pursuant , to this Section 13(d)pay any substantial sum, Title Company shall, subject to the provisions of Section 24(d) below, return the ▇▇▇▇▇▇▇ Money Deposit satisfy any conditions to Acquiror and the parties shall have no further liability to one another hereunder with respect to the Property except to the extent expressly stated otherwise herein. Contributor shall have the right to waive, in Contributor’s and absolute discretion, any of the conditions precedent set forth in this Section 13, and the election by Contributor to proceed with the Closing with the actual knowledge that a condition precedent has not been satisfied, shall be deemed Contributor’s waiver of such condition precedent to the extent any such condition precedent has not been previously satisfied or waived. Neither Acquiror nor Contributor shall willfully or in bad faith act or fail to act for the purpose of permitting any of Acquiror’s Conditions in this Section 13 to failClosing.