Conditions to Obligations to Close Clause Samples
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Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (“Purchaser’s Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion:
10.1 The representations and warranties of Seller made herein shall be true and correct in all material respects when made, and there shall not have occurred changes in any such representations or warranties prior to Closing which, together with any adverse matters disclosed in the REA Estoppel referred to in Section 10.5 below and in the Estoppel Certificates referred to in Section 11.2, are reasonably anticipated to have an adverse economic impact, in the aggregate, which would exceed the Floor (as defined in Section 16 herein).
10.2 Seller shall have performed and complied with all material covenants and agreements made herein and Seller shall have delivered to the Title Company all of the closing documents required pursuant to Section 11.1 hereof.
10.3 Purchaser’s receipt of the Required Tenant Executed Estoppels (as hereinafter defined) or Seller Estoppel Certificates, if applicable, pursuant to Section 11.2.
10.4 Delivery of possession of the Property to Purchaser subject only to the Permitted Exceptions.
10.5 Receipt of an executed estoppel certificate in the form attached as Exhibit “C-7” hereto and made a part hereof from the party named therein, or in such other form as required pursuant to the terms of the REA referenced therein, and indicating no defaults or disputes which, together with any adverse changes in the representations and warranties of Seller as referenced in Section 10.1 above and adverse matters disclosed in the Estoppel Certificates referred to in Section 11.2, are reasonably anticipated to have an adverse economic impact, in the aggregate, which would exceed the Floor (the “REA Estoppel”).
10.6 As of the Closing Date, except for Tenants leasing not more than 2,800 square feet of gross leasable area in the aggregate, (a) no Tenants shall have (i) filed a petition in bankruptcy, (ii) been adjudicated insolvent or bankrupt, (iii) petitioned a court for the appointment of any receiver of or trustee for it or any substantial part of its property, (iv) commenced any proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, (v) become the subject of an involuntary bankruptcy petit...
Conditions to Obligations to Close. A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;
(1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing;
(2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing;
(3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business;
(4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”);
(5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects;
(6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and
(7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.
Conditions to Obligations to Close. 8.1 Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, injunction or other order ("Order") shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; and
(b) Seller shall have obtained all Required Governmental and Stockholder Approvals.
8.2 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
(a) Each of the representations and warranties of Seller and the Selling Subs contained in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date immediately prior to the Closing, except (i) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such particular date and (ii) where the failure to be so true and correct would not have a Material Adverse Effect;
(b) The covenants and agreements of Seller and the Selling Subs to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed, except where the failure to so perform would not have a Material Adverse Effect;
(c) Purchaser shall have received at the Closing a certificate, dated as of the Closing Date and validly executed on behalf of Seller and each Selling Sub by an officer of Seller and each Selling Sub, to the effect that the conditions specified in Section 8.2(a) and Section 8.2(b) have been satisfied;
(d) There shall not have occurred any Material Adverse Effect (or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect); and
(e) Receipt of Form 2530 clearance by Purchaser with respect to all 2530 Entities as set forth in Section 5.19 hereof.
8.3 Conditions to Seller's and the Selling Subs' Obligation to Close. The obligations of Seller and the Selling Subs to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following...
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
(a) At Closing, Seller will cause the Title Company to issue (or commit irrevocably and unconditionally to issue) to Purchaser an owner’s policy of title insurance in accordance with the requirements of the Commitment subject only to the Permitted Exceptions (the “Title Policy”).
(b) The representations and warranties of Seller in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify.
(c) Seller shall have performed the agreements, covenants and obligations made and contained in this Agreement to be performed or complied with by Seller on or before the Closing Date.
(d) Delivery of sole and exclusive possession of the Property to Purchaser subject only to the Permitted Exceptions.
Conditions to Obligations to Close. Section 8.1 Conditions to Obligation of Each Party to Close 88 Section 8.2 Conditions to Purchaser’s Obligation to Close 88 Section 8.3 Conditions to Parent’s, the Seller’s and the Company’s Obligation to Close 89 Section 8.4 Frustration of Closing Conditions 89
Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated shall be subject to fulfilling these conditions (“Purchaser’s Conditions”), any of which may be waived in writing by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. 5.1 Conditions to Each Party’s Obligations to Close The respective obligations of each Party to consummate the transactions to be performed by it in connection with the Closing are subject to satisfaction as of the Closing of the following conditions, which conditions may be waived by the Parties:
Conditions to Obligations to Close. 10.1 In addition to any other condition precedent or contingencies in favor of Purchaser as may be expressly set forth elsewhere in this Agreement, the obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (the “Purchaser Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion: (i) the representations and warranties of Seller made herein shall be true and correct in all material respects as of the date made and shall remain and be true and correct as of the Closing Date in all material respects as though such representations and warranties were made at and as of the Closing Date, (ii) Seller shall have delivered all of the documents and other items required pursuant to this Agreement and Seller shall have performed all of its covenants, agreements and obligations hereunder, and at Closing, Seller shall be the sole fee owner of the entirety of the Property; (iii) Seller shall have caused Tenant to execute and deliver the Lease in the form attached as Exhibit C-1, with any blanks completed, dates inserted and other changes (if any) which are mutually agreed upon by Seller and Purchaser, which Lease shall provide, inter alia, that (a) the Lease is a net lease, (b) the base annual rental payable under the Lease for the first lease year is not less than $3,375,418.99 (or $3,820,375,000.00, if the Battery Storage Property is included in the Property as provided in Section 2.4 above); (c) the base annual rental under the Lease shall increase by three percent (3%) annually, and (d) the Lease is for a twenty (20) year initial lease term, with three 10-year renewal options; (iv) Seller shall be solvent and not in receivership, and shall not have committed any act of bankruptcy or have made or suffered a fraudulent conveyance; (v) no action or proceeding shall be pending or contemplated by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have attached to, threatened to be attached to, or have been issued with respect to Seller’s interest in any of the Property or any portion thereof (other than liens in existence as of the Effective Date and/or which are included in Seller’s Required Removal Items under this Agreement); (vi) the environmental, legal and physical condition of the Property on the Closing Da...
Conditions to Obligations to Close. 89 SECTION 7.1 Conditions to Each Party’s Obligation to Effect the Merger...................................................... 89 SECTION 7.2 Conditions to Obligations of Spartan Stores and Merger Sub to Effect the Merger.................................................................................................................... 90 SECTION 7.3 Conditions to Obligations of ▇▇▇▇-▇▇▇▇▇ to Effect the Merger.................................................. 91 ARTICLE VIII.... TERMINATION; AMENDMENT; WAIVER.................................................................................... 92 SECTION 8.1 Termination of Agreement....................................................................................................... 92 SECTION 8.2 Effect of Termination............................................................................................................... 95
Conditions to Obligations to Close. 8 6.1 Conditions to Obligations of Shareholders to Close...........8 6.2 Conditions to Obligations of HARVARD.........................8 7 INDEMNIFICATION..............................................8 7.1 Indemnification..............................................8 7.2 Indemnification..............................................8 7.3 Notice and Opportunity to Defend.............................9