Common use of Conditions to the Parties’ Obligations to Close Clause in Contracts

Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the Transaction shall be conditioned upon the following: (a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; and (b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing has not been satisfied as of the Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date whereupon Purchaser shall receive a prompt return of the Deposit, other than the Independent Consideration which shall be delivered to Seller, or elect to close, notwithstanding the non- satisfaction of such condition, in which event such party shall be deemed to have waived such condition.

Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the Transaction shall be conditioned upon the following: (a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; and (b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing has not been satisfied as of the Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date whereupon Purchaser shall receive a prompt return of the Deposit, other than the Independent Consideration which shall be delivered to Seller, or elect to close, notwithstanding the non- non-satisfaction of such condition, in which event such party shall be deemed to have waived such condition.