BBC’s Conditions Precedent Sample Clauses

BBC’s Conditions Precedent. The obligations of BBC at the Closing are subject, at the option of BBC, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: A. All representations and warranties of SCE contained in this Agreement are true in all material respects (considering this Transaction as a whole) at and as of the Closing in accordance with their terms as if such representations and warranties were remade at and as of the Closing. SCE has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by SCE at or prior to the Closing in all material respects and SCE shall deliver a certificate to SCE confirming the foregoing; B. No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits this Transaction and that remains in effect at the time of Closing; and C. The aggregate net reduction to the Purchase Price due to Title Defects, Interest Additions, Environmental Defects, and reductions based on breaches of representations and warranties, but excluding reductions for Exclusion Adjustments does not exceed in the aggregate 10% of the Purchase Price.