Obligation to Close Clause Samples

Obligation to Close. Notwithstanding any condemnation or casualty event, AW9 will remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Property. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Property” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, AW9 would no longer be able to develop and construct the Development in substantial accordance with Land Use Entitlement Approvals, the Final Plans and Specifications and the 9% Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Property, (A) AW9 will have the right to terminate this Agreement without liability on its part by so notifying FCRHA within 15 Business Days of FCRHA’s notification to AW9 of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither FCRHA nor AW9 will have any further liability hereunder, and (B) if AW9 does not so terminate the Agreement, then AW9 will remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Property thereafter will be deemed to give rise to a default hereunder.

Obligation to Close. Notwithstanding any condemnation or casualty event, CHPPENN shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, CHPPENN would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) CHPPENN shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within fifteen (15) days of the FCRHA’s notification to CHPPENN of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor CHPPENN shall any further liability hereunder, and (B) if CHPPENN does not so terminate the Agreement, then CHPPENN shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.

Obligation to Close. Purchaser’s obligation to purchase the Transferred Claims and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

Obligation to Close. CONDITIONS

Obligation to Close. PEM shall take or cause to be taken all actions necessary or advisable to consummate the transactions contemplated by this Agreement and to assure that as of the Closing it will not be under any material, corporate, legal, governmental or contractual restriction that would prohibit or delay the timely consummation of such transactions.

Obligation to Close. Buyer shall have the right to specific performance in the event of breach by Seller of its obligation to perform its Closing obligations in Section 9.03, upon satisfaction of the conditions to Closing set forth in Section 8.01. Seller’s sole remedy in the event of breach by Buyer of its obligation to perform its Closing obligations in Section 9.04, upon satisfaction of the conditions to Closing set forth in Section 8.02, shall be the retention of the Deposit, all other damages, rights and remedies being waived by Seller. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO RECOVER CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, AS A RESULT OF BREACH OF A PARTY’S CLOSING OBLIGATIONS.

Obligation to Close. The obligation of Southbridge to complete the purchase of the Shares under this Agreement shall be subject to the satisfaction, at or before Closing, of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of Southbridge and may be waived by it in whole or in part):

Obligation to Close. Notwithstanding any condemnation or casualty event, One University shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, One University would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) One University shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within 15 days of the FCRHA’s notification to One University of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor One University shall have any further liability hereunder, and (B) if One University does not so terminate the Agreement, then One University shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.

Obligation to Close. The Acquiror’s obligation to acquire the Shares and to take the other actions required to be taken by the Acquiror at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Acquiror, in whole or in part):