Conditions to the Obligations of the Operating Partnership Clause Samples

Conditions to the Obligations of the Operating Partnership. The obligations of the Operating Partnership to effect the contribution contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which may be waived by the Operating Partnership in whole or in part):
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Conditions to the Obligations of the Operating Partnership. (a) without limiting any of the rights of the Operating Partnership elsewhere set forth in this Agreement, it is agreed that the obligations of the Operating Partnership under this Agreement shall be subject to the satisfaction of the conditions set forth following (the "BUYER'S CONDITIONS"): (1) All of the representations and warranties of the Affiliated Partnerships, and each Partnership set forth in this Agreement shall be true, accurate and correct as of the Closing Date (as if made on the Closing Date). (2) Prior to the expiration of the Due Diligence Period, the Board of Directors of HME shall have approved the acquisition of the Properties by the Operating Partnership on the terms and conditions set forth in this Agreement. (3) On or before the Closing Date, all of the management agreements pertaining to the Properties shall have been terminated (effective as at the completion of the Closing on the Closing Date), without cost or expense to the Operating Partnership. (4) The Operating Partnership shall have received the Lender's Consent to the Assumption, and the Lender's Consent shall be in form and substance reasonably satisfactory to the Operating Partnership. (5) As at the Closing Date, the Morgan Loan shall be ▇▇ full force and effect, with no default or right to accelerate occurring thereunder by reason of the consummation of the transaction contemplated under this Agreement, or otherwise. (6) Each Partnership shall have delivered to the operating Partnership all of the documents and other items required to be delivered by such Partnership to the Operating Partnership under the terms of this Agreement. (7) At the Closing, the Title Company shall have agreed to issue the Title Policies in the form and amounts required by this Agreement. (8) The fulfillment by each Partnership of such other conditions to Closing as are set forth in this Agreement, including, without limitation, the performance by each Partnership of the obligations and covenants of such Partnership set forth in this Agreement. (b) Each of the Buyer's Conditions is for the benefit of the Operating Partnership, and, accordingly, any such condition may be waived by the Operating Partnership at any time. (c) If any of the Buyer's Conditions shall not have been fulfilled by the Affiliated Partnerships, or otherwise satisfied, or waived, by the Operating Partnership, the operating Partnership shall have the right to terminate this Agreement by written notice to the Affiliated Partnersh...
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Related to Conditions to the Obligations of the Operating Partnership

  • Conditions to the Obligations of the Manager The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.