Conditions of Buyer to Closing Sample Clauses

Conditions of Buyer to Closing. The obligations of Buyer hereunder are subject to satisfaction of each of the following conditions at or before Closing, the occurrence of which may, at the option of Buyer, be waived: (a) All representations and warranties of Seller, as applicable, in this Agreement shall be true on and as of the Closing, and Seller shall have delivered to Buyer a certificate to such effect dated as of the date of Closing; (b) Seller shall have performed and complied with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the date of Closing; (c) Seller shall deliver all of the documents required to be delivered by it by this Agreement; (d) Buyer and its counsel shall have approved the form and substance of the documents delivered by Seller pursuant to this Agreement, which approval shall not be unreasonably withheld; (e) There shall be no claims, actions, or suits pending or threatened regarding the Assets or the Restaurants or that otherwise would restrict or prohibit Seller or Buyer from consummating the transactions contemplated herein; and (f) Buyer shall have obtained all material consents, estoppels and licenses necessary to operate the Restaurants in the ordinary course, which are in form and substance reasonably satisfactory to Buyer; provided that Buyer shall have used its best efforts to obtain such items.
Sample 1
Conditions of Buyer to Closing. All obligations of Buyer under this Agreement are subject to fulfillment of each of the following conditions: (a) The representations and warranties of Seller contained in the Agreement or in any certificate or document delivered pursuant hereto or in connection with the transaction contemplated hereby, shall be true and correct on and as of closing date as though such representations and warranties were made on and as of such date, and Seller shall have complied with all of its covenants and agreements herein. At Closing, Seller shall deliver to Buyer a certificate that the foregoing is true and correct. (b) Buyer shall have been given unfettered opportunity to review Seller's books and records and conduct Buyer's Diligence including completion of a 1995 and 1996 financial audit by March 31, 1997. (c) Between December 31, 1996 and the date of Closing, there will not have been any materially adverse change in the Assets, the Business or the business prospects of the Business. (d) No claim, action, suit or proceedings shall be pending or threatened against Seller or Buyer, which, if adversely determined, would prevent or hinder the consummation of the transaction and other actions contemplated hereby or result in the payment of substantial damages as a result of such transaction and actions. (e) Between December 31, 1996 and the date of Closing, Seller shall have operated the Business in a manner consistent with past practices and made no material change in Seller's operations. (f) Seller shall deliver releases of all security interests covering the Assets being purchased by Buyer hereunder. (g) Seller shall deliver all necessary assignments of the Business Contracts.
Sample 1
Conditions of Buyer to Closing. The obligations of Buyer to effect the transactions contemplated by this Agreement at the Closing are subject to the following conditions (except to the extent waived by Buyer): (i) The representations and warranties of Seller hereunder shall be true in all material respects as of the Closing, (ii) Seller shall have performed (or caused to have been performed) in all material respects all covenants required of it by this Agreement as of the Closing and (iii) Seller shall have furnished Buyer at Closing with a certificate of one of its authorized officers to such effect; (b) Seller shall have received a letter of authority from PEZA authorizing the transfer of the Assets owned by REMEC Philippines to Buyer and Buyer shall have received approval from the PEZA of its registration with PEZA as an Ecozone Export Enterprise to engage in its contemplated business; (c) Since the Statement Date, Seller shall not have suffered any Business Material Adverse Effect; (d) 30 days shall have elapsed from later of the date Seller provided notice of the transfer of Philippine employees as contemplated by this Agreement to the Philippine Employees and to the Philippine Department of Labor and Employment, or Seller shall have paid the Philippine Employees the full amount of severance payment required by Philippine law to waive the requirement of such notice; (e) Seller shall have obtained consent of Parkway Centre Five Investors, LLC for the sublease of the Poway Facility to Buyer in accordance with the terms of the Poway Sublease; (f) Seller shall have obtained consents to the assignment to Buyer of the agreements reflected at Exhibit 7.2(b); (g) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated hereby to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); (h) Powerwave Technologies, Inc. shall have consented to the content of, and agreed to assume, the Ancillary Agreements and the Philippine Sublease; and (i) Seller shall have made all deliveries required to be delivered at Closing pursuant to Section 2.7(a).
Sample 1

Related to Conditions of Buyer to Closing

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

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