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. 15.1. If any of Seller's representations and warranties in Article 12 or in Paragraph 9.2 is not true in any material respect as of the Closing Date, the provisions of Paragraph 8.5 will apply.
15.2. All applicable waiting periods under the HSR Act shall have expired or been terminated, and the consent or approval of the DOJ and the FTC, if any, shall be in form and substance reasonably satisfactory to Buyer in accordance with Section 12.
15.3. Seller shall have obtained all material third party consents or waivers necessary to consummate the transactions contemplated by this Agreement, all of such consents and waivers being in form and substance reasonably satisfactory to Buyer.
15.4. Seller shall not be in material breach of any of Seller's covenants and agreements herein contained, which breach, after receipt of written notice thereof, remains uncured for a period in excess of thirty (30) days after receipt of such notice. If such breach has occurred and has not been cured, the provisions of Paragraph 8.5 shall apply.
15.5. No order, writ, injunction or decree shall have been entered and be in effect by any court of competent jurisdiction or any governmental authority, and no law shall have been promulgated or enacted and be in effect, that restrains, enjoins or invalidates the transactions contemplated hereby. Except for proceedings disclosed to Buyer in writing prior to the Closing Date, no proceeding initiated by any person shall be pending before any court or governmental authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement.
15.6. Seller shall have duly executed and delivered to Buyer the Conveyance Documents.
15.7. Seller shall have completed its removal of the Excluded Assets.
15.8. Buyer shall have obtained or received the transfer and assignment of all Permits, Assigned Contracts and, to the extent provided in Article 5, Term Contracts, related to or necessary for the operation of the Properties as currently conducted, or in the alternative, shall have entered into mutually acceptable arrangements with Seller in order to receive the benefit thereof as contemplated in Article 5.
15.9. Seller will have delivered the easement in the form of Exhibit ------- 3.3. ----
15.10. Buyer or its designee and Seller will have entered into the Exchange Agreement.
15.11. Buyer and Seller will have agreed, such agreement not to be unreasonably withheld by ...
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 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. 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. 19 9.1 Representations and Warranties True at Closing; Compliance with Agreement. 19 9.2 Regulatory Approvals. 19 9.3 No Action/Proceeding. 19