Buyer’s Conditions to Close Sample Clauses
Buyer’s Conditions to Close. The obligations of Buyer under this Agreement are subject to the satisfaction, on or prior to Closing, of the following conditions (which may be waived in writing by Buyer in whole or in part):
Buyer’s Conditions to Close. The obligations of Buyer to consummate the transaction provided for herein are subject, at the option of Buyer, to fulfillment on or prior to the Closing Date of each of the following conditions:
Buyer’s Conditions to Close. The Closing and all obligations of Buyer pursuant to this Agreement are conditioned on the following:
(a) all representations and warranties contained in Section 5 are true as of the Closing Date;
(b) there has not been any material change in the Assets (either individually or in the aggregate) from the date of Buyer's execution of this Agreement through the Closing Date (other than (i) changes resulting in an adjustment to the Purchase Price pursuant to Section 2.2 hereof and (ii) changes in the Seller’s inventory which do not result in a change in the value of such inventory);
(c) Seller has performed all of its obligations under this Agreement required to be performed as of the Closing Date including but not limited to delivery of all agreements and other documents set forth in Section 7.3;
(d) Seller obtains all necessary third party consents with respect to the transfer of the Assets including the consent of Snap-on;
(e) Seller has signed the Assignment of Revolving Accounts; and
(f) Seller and Snap-on have entered into the Consent to Transfer Agreement. In the event that any of the foregoing conditions is not satisfied, then Buyer may, at its option, terminate this Agreement by notice to Seller in which event Buyer will be relieved of all obligations hereunder and this Agreement will be deemed null, void and of no force or effect, but if Buyer concludes the Closing, Buyer will not be relieved of its obligations hereunder.
Buyer’s Conditions to Close. For Buyer's sole benefit, Buyer's obligation to complete the purchase of the Property is subject to satisfaction of the following conditions at or prior to the Closing Date, unless waived by Buyer in writing:
Buyer’s Conditions to Close. Notwithstanding anything to the contrary contained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of the close of Escrow of each of the conditions listed below, provided that Seller, at its election, evidenced by written notice delivered to Buyer at or prior to the close of Escrow, may waive any of such conditions:
Buyer’s Conditions to Close. The obligations of Buyer under this Agreement are subject to the satisfaction, on or prior to Closing, of the following Conditions to Close:
1. The delivery by the Seller of the certificates representing the Stock, duly endorsed in blank or accompanied by duly executed stock powers;
2. Seller's representations and warranties contained within paragraph 5 of this Agreement being reaffirmed and true as of the date of Closing; and
3. The non-occurrence, during the period of time from the Effective Date to the date of Closing of any change, event or condition which has or may have a material adverse effect on the operations or the financial condition of the Company including, but not limited to, (i) material adverse effects resulting from Seller having incurred any obligations or liability affecting the Company, not in the ordinary course of business; (ii) the Company or Seller having mortgaged, pledged, or restricted any of the Company's assets outside of the Company's ordinary course of business, sold or otherwise disposed of any of the Company's assets outside of the Company's ordinary course of business; or (iii) the termination or threatened termination of any of the Company's material contracts, leases or other agreements and/or authorizations which has or may have a material adverse effect on the Company.
Buyer’s Conditions to Close. Buyer's obligation to close the transactions contemplated hereby at Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by Buyer (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Seller or Shareholders in this Agreement):
10.3.1. All representations and warranties made by Seller and Shareholders in this Agreement shall be complete and accurate at and as of Closing.
10.3.2. All covenants, promises and agreements made by Seller and Shareholders in this Agreement and all other actions required to be performed or complied
98.10.1 16 with by Seller and Shareholders under this Agreement prior to or at Closing shall have been fully performed or complied with by Seller and Shareholders.
10.3.3. Seller and Shareholders shall have fully disclosed this transaction to all creditors of Seller as necessary in order to affect the payments of Creditors as provided in Section 4 above; Seller and Shareholders shall not have concealed this transaction from any creditor of Seller or Shareholders; Seller and Shareholders shall not have been sued or threatened with suit, except as otherwise fully disclosed to Buyer in an exhibit to this Agreement and waived by Buyer as a condition precedent to Closing; Seller and Shareholders shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller and Shareholders shall have assets greater than Seller's and Shareholders' respective debts, using a fair valuation; Seller and Shareholders shall pay and continue to pay their debts as they become due; and Seller and Shareholders shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by Seller and Shareholders, respectively, in the ordinary course of Seller's and Shareholders' business or affairs.
10.3.4. Seller shall deliver to Buyer at or before Closing a copy, certified by Seller's Secretary or other appropriate officer, of the resolutions of Seller's Board of Directors and the resolutions of Shareholders authorizing and approving Buyer's execution of and entering into this Agreement and the agreements made part of this Agreement and the performance by Seller of the transactions provided in this Agreement.
10.3.5. Seller shall delive...
Buyer’s Conditions to Close. The obligation of the Buyer to consummate the Closing is subject to the fulfillment on or before the Closing of each of the following conditions by Seller (or the written waiver by Buyer thereof):
(a) The representations and warranties of Seller under this Agreement shall be true and correct on the date of the Closing with the same effect as though such representations and warranties had been made as of the Closing.
(b) Seller shall have executed and delivered to Buyer the documents required to be delivered by Seller pursuant to Section 2.2.
(c) Seller shall have fully performed and complied with all of the provisions of this Agreement.
Buyer’s Conditions to Close. Buyer's obligations hereunder are subject to the satisfaction, at or prior to the Contribution Closing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
(a) Buyer shall have received the Notice of Readiness from Seller;
(b) Buyer will have inspected and accepted the Vessel's classification records;
(c) Buyer will have inspected the Vessel at the Delivery Port, and will have accepted the Vessel for delivery (the date of such acceptance, the "ACCEPTANCE DATE");
(d) The Purchase Price shall have been determined as provided in Section 1.
(e) The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Contribution Closing Date as though made on and as of the Contribution Closing Date; and
(f) Seller shall have performed or complied with all agreements, conditions, and covenants required by this Agreement to be performed or complied with by Seller on or prior to the Contribution Closing Date.
Buyer’s Conditions to Close. Each and every obligation of Buyer under --------------------------- this Agreement is subject to the satisfaction of the following conditions:
a) Each of the representations and warranties of Seller contained herein shall be true and correct in all material respects as of the Closing.
b) Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied and complied with by it as of the Closing.
c) No action, suit or proceeding before any court or governmental body pertaining to the Assets or to the transactions contemplated by this Agreement shall have been instituted or threatened as of the Closing.