BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to close under this Agreement is subject to the fulfillment on or prior to the Closing Date of each of the following conditions (except to the extent that Buyer shall have hereafter agreed in writing to waive one or more of such conditions).
BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to acquire the Transferred Assets and to take the other actions required to be taken by Buyer 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 Buyer, in whole or in part):
BUYER'S OBLIGATION TO CLOSE. Buyer shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:
BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby is subject to the satisfaction, on or before the Closing Date, of the following conditions (each of which may be waived by Buyer in its sole discretion):
BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to close the transaction is subject to the condition that between the date of this Agreement and the Closing Date:
(a) It shall not have discovered any material error or misstatement in any representations and warranties of the Sellers and a certificate dated as of the Closing Date signed by each of the Sellers certifying that the representations and warranties as set forth in Section 5 are accurate as of the Closing Date shall have been delivered to Buyer.
(b) All terms and conditions of this Agreement to be performed and complied with by the Sellers shall have been performed and complied with on or before the Closing Date.
(c) Nothing shall have happened to the Shares, the Company's assets or the Company's business nor will there have been any claim asserted against the Company which would reasonably be likely to materially and adversely affect (1) the operations or net worth of the Company, (2) its business, or (3) its assets; and the Sellers shall have delivered to Buyer a certificate dated as of the Closing Date, covering the time period from the date of this Agreement to the Closing Date, signed by each of the Sellers to all such effects;
(d) The Sellers shall have delivered to Buyer a certificate or certificates evidencing the Shares, which shall be duly endorsed for transfer as required in Section 4 hereinbefore.
(e) The Sellers shall have delivered to Buyer an accurate list as of the Closing Date showing all material contracts and commitments entered into by Company since the date hereof;
(f) Buyer shall have received executed agreements from Xxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxxxx in the form attached hereto and incorporated herein as Exhibits 8(f)(1), 8(f)(2) and 8(f)(3), with only such changes therein to which the parties shall mutually agree.
(g) Buyer shall have received from the Company a certified copy of resolutions of its directors, which shall 44 approve and authorize the transactions contemplated by this Agreement;
(h) The Sellers shall have provided Buyer with a certificate of good standing for the Company issued by the Secretary of State of Missouri as of a date reasonably close to such Closing Date;
(i) The Sellers shall have obtained and delivered to Buyer all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or governmental agency, board, bureau, body, department or authority or of any other person required to be obtained...
BUYER'S OBLIGATION TO CLOSE. [A] At the Closing, [B] IF: [C] All prerequisites to Buyer’s obligation to buy the Computer have been either (i) [D] satisfied, or (ii) waived by Buyer; THEN: Buyer will deliver the Purchase Price to Seller. 241 242 243 245 cumstances. That distinguishes this agreement from a “call” option. DRAFT 2016-01-24 17:40 CST 246 [B] Note how “At the Closing” leads off this section so that it forms part of both the “IF:” 247 clause and the “THEN:” clause. 248 [C] IF: and THEN: This is an example of using judicious capitalization to make it easier for 249 contract reviewers and other readers to spot the key pieces of the sentence. 250 [D] (i) and (ii): When doing a list of things “in-line,” as opposed to in separate paragraphs, 251 it’s often helpful to delimit the list items using romanettes. 252 8.1 [A] The Purchase Price must be paid [B] [C] by cashier’s check [D]. 253 [A] Many drafters won’t assign a subdivision number (which in this case is 8.1) if there’s 254 only a single subdivision, but I don’t see a problem with doing so — the goal is clarity, not slav- 255 ish conformity to an arbitrary convention. 256 [B] Normally, active voice is preferred (yes, this sentence itself “violates” that guideline). 257 This provision, though, is one of those instances in which we care more about the action (pay- 258 ment) than about who performs the action (in this case, Buyer). 259 [C] Even a cashier’s check might carry nonpayment risk, because the check might be coun- 260 terfeit – see Wikipedia. Alternative forms of payment might include ACH, which stands for Au- 261 tomated Clearing House; wire transfer; personal checks; currency; credit cards; or even Bitcoin. 262 The parties will generally opt for the one that strikes a balance between convenience, cost, and 263 safety.
BUYER'S OBLIGATION TO CLOSE. In addition to any other conditions set forth in this Agreement, Buyer's obligation to consummate the closing in respect of each Property is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in the Agreement, including without limitation in this Paragraph 13(a), as to such Property, all of which shall be conditions precedent to Buyer's obligations under this Agreement as to such Property:
BUYER'S OBLIGATION TO CLOSE. Buyer’s obligations to purchase the RRPC Interest and to take the other actions required pursuant to this Agreement to be taken by Buyer at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by Buyer):
BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to close under this Agreement is subject to the fulfillment on or prior to the Closing Date of each of the following conditions; provided, however, that in the event that the closing date shall be extended with respect to the HUD Facility pursuant to the terms hereof, the only conditions to the closing with respect to the HUD Facility shall be the satisfaction of the conditions contained in Sections (c), (d)(i) and (d)(ii).
BUYER'S OBLIGATION TO CLOSE. Buyer's obligation hereunder to close shall be subject only to the Property being (i) in substantially the same condition on the closing date as it is on the date of this Agreement, and (ii) the title to the Property being free from defects and encumbrances except for the Permitted Exceptions and except as otherwise expressly provided herein. If this condition is not fulfilled, then either party shall have the option to terminate this Agreement on or before the closing date, in which event the Xxxxxxx Money shall be returned immediately to Buyer, and both parties shall be relieved of all further liability hereunder.
