Seller’s Conditions Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following: (i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below. (ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.
TITLE CONDITIONS The following special conditions imposed by Combined Developers (Pty) Ltd in its favour and the favour of the HOA, will be registered against the title deed of the Property, namely:
ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:
Purchaser’s Conditions In addition to the condition contained in Section 5.01 hereof, the obligation of the Purchaser to purchase the Purchased Assets as contemplated in this Agreement is subject to the conditions stated below which arc for the exclusive benefit of the Purchaser and all or any of which may be waived by the Purchaser. If any condition is not satisfied as of the Closing Date, or at such earlier date as is specified, the Purchaser may at its sole discretion terminate this Agreement: (a) all representations and warranties of the Vendor contained in this Agreement shall be true in all material respects as of the Closing Date with the same effect as though made on and as of that date; (b) the Parent shall have provided a letter consenting to the Transactions in form and substance acceptable to the Purchaser acting reasonably; (c) the Vendor shall have performed all of its covenants and pre-closing obligations under this Agreement; (d) the Vendor shall have delivered to the Purchaser the documents listed in Sections 8.02 and 8.06 and such documents shall have been released from escrow; (e) apart from the claim by Continental in the Continental Inventory in Possession and except as otherwise provided in this Article 5 with respect to Appeal Proceedings, there shall be no legal proceedings, either threatened or commenced by any Person against the Vendor or the Purchaser concerning this Agreement, the Purchased Assets or any other matter relating or pertaining thereto and there shall be no stay order, injunction or restraining order, judicial or administrative, issued by any Person enjoining or preventing the Vendor or the Purchaser from completing the Transactions; and (f) the Vendor shall undertake to file, or cause to be filed, with the Court such certificate as may be necessary to render the Approval and Vesting Order effective in accordance with its terms.