Conditions to Developer’s Obligations Clause Samples

Conditions to Developer’s Obligations. The Developer shall work expeditiously and with all speed to satisfy all such conditions as soon as reasonably possible upon the execution of this Agreement, subject to delays resulting from events of Force Majeure. Notwithstanding the foregoing, performance by the Developer of the Developer Obligations is subject to the timely and complete satisfaction of each of the following conditions, unless waived in writing by the Developer. A. Developer shall have acquired or determined in its reasonable discretion that it can acquire the Site. B. The Developer shall have obtained or determined in its reasonable discretion that it can obtain all Required Permits, approvals, and other authorizations including, but not limited to those items described in Section 4.3 hereof, for the construction of the Project upon the Site; C. The Developer shall have determined in its reasonable discretion that the Site includes all utilities sufficient for the Project; and D. The Developer shall have determined in its sole discretion that the Project is economically feasible. The Developer shall have obtained, and shall have provided evidence reasonably acceptable to the City that it has obtained, all necessary private financing for the development and construction of the Project upon terms acceptable to the Developer in its sole discretion. The City Bodies acknowledge and agree that as part of such financing of the Project, the Developer’s lender may require the City Bodies to execute and deliver other agreements that are commercially reasonable, but are not otherwise contemplated by this Agreement. The City Bodies each hereby agree to employ their best efforts to execute such agreements provided they are commercially reasonable and acceptable to City.
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Conditions to Developer’s Obligations. The obligations of Developer are subject to the satisfaction or waiver in writing, of the following prior to the applicable period specified in this Section:
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Conditions to Developer’s Obligations. The obligations of Developer to be performed at the Closing shall be subject to satisfaction of the following conditions: (a) All representations and warranties of Mall II Buyer in this Agreement shall be true, correct, and complete in all material respects as of the Closing Date. (b) Mall II Buyer shall not be in default in any material respect, as of the Closing Date, under any covenant, agreement or undertaking of Mall II Buyer under this Agreement. (c) Mall II Buyer shall have executed and delivered all Closing Instruments required to be executed and delivered by Mall II Buyer at or prior to the Closing. (d) Mall II Buyer shall have delivered the Closing Payment to Developer as set forth in Section 20.2(a) of this Agreement. (e) Any other conditions to Developer's obligations which are specifically set forth in this Agreement shall have been fulfilled. 35
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Conditions to Developer’s Obligations. The Community benefits related to the development of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Site were negotiated in good faith and are based upon the Developer’s ability to secure funding, entitlements, and legislative actions necessary to deliver the Project. Therefore, the Developer’s obligations set forth in Sections C, D, E, F, H, I, L, and N are not triggered unless and until each of the following occurs: (a) LDDA ratification, (b) Entitlement approvals, (c), any applicable governmental and landlord approvals, (d) and Project financing.
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Conditions to Developer’s Obligations. In addition to any other condition set forth in this Agreement in favor of Developer, Developer shall have the right to condition its obligation to purchase the Property and close the Property Escrow upon the satisfaction, or written waiver by Developer, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “Developer Closing Conditions”): (a) Agency Deliverables Made. Agency has deposited with Escrow Agent all documents required of Agency by this Agreement for the Closing.
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Conditions to Developer’s Obligations. Performance by Developer of the Project Obligations is expressly conditioned on Developer obtaining or determining in its reasonable discretion that it can obtain all Required Permits, approvals, and other authorizations for development and construction of the Wild Air Project, including, but not limited to, the following:
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Conditions to Developer’s Obligations. Developer’s obligation to acquire the Site from CDC and close the Escrow shall be subject to the satisfaction, or written waiver by Developer, of each of the conditions precedent set forth in this Section 3.4.2 (collectively, the “Developer Conditions to Closing”).
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Conditions to Developer’s Obligations. City and Developer acknowledge and agree that Developer’s obligations to construct the Minimum Improvements are expressly contingent upon Developer’s receipt of Low-Income Housing Tax Credits and Developer’s receipt of a grant of $500,000 through the Interlocal HOME Agreement for the construction and operation of the Minimum Apartment Improvements. If Developer does not receive Low-Income Housing Tax Credits or a grant of $500,000 from the Interlocal HOME Agreement, Developer may terminate this Agreement or the parties may agree to modify or amend this Agreement.
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Conditions to Developer’s Obligations. In addition to any other condition set forth in this Agreement in favor of Developer, Developer shall have the right to condition its obligation to purchase the Property and close the Property Escrow upon the satisfaction, or written waiver by Developer, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “Developer Closing Conditions”): (a) Agency Deliverables Made. Agency has deposited with Escrow Agent all documents required of Agency by this Agreement for the Closing.
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Related to Conditions to Developer’s Obligations

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:

  • Conditions to Purchaser’s Obligations The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of GTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of GTE, including the foregoing. The officer making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President - Government & Regulatory Advocacy, General Counsel of GTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for GTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto.

  • Conditions to the Buyer’s Obligations The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions: