Conditions of the Obligations of the Seller Sample Clauses

Conditions of the Obligations of the Seller. The obligations of the Seller under this Agreement to complete the sale of the ADIT Shares are subject to the satisfaction of all of the following conditions on or by the Escrow Deposit Date, each of which conditions is for the benefit of the Seller, any of which conditions may be waived, in whole or in part, by the Seller: (a) all representations and warranties made in this Agreement by the Buyer shall be true and correct in all material respects as if made on the Escrow Deposit Date, except for any representations and warranties which are already qualified as to materiality which must be true and correct in all respects; (b) no Law or Governmental Order by any Governmental Authority, nor any Order of any court under any Applicable Law, shall have been entered or issued which is in effect and has the effect of making the sale of the Shares under this Agreement to the Buyer illegal, or otherwise prohibiting consummation thereof or of the Transaction; (c) the Buyer shall deliver to the Seller the certificates representing the ADIT Held Securities, together with duly executed securities transfers; and (d) the Buyer shall have performed in all material respects all of its covenants and agreements hereunder to be performed on or prior to the Escrow Deposit Date and shall deliver or cause to be delivered at the Closing: (i) a certified copy of the enabling power of attorney of the Buyer approving the execution, delivery and performance of this Agreement, the Transaction Documents and the Transaction; (ii) a certificate of a director of the Buyer, dated as of the Escrow Deposit Date that, to the best of such director’s knowledge and except as such officer may therein specify, the representations and warranties herein of the Buyer are true and correct in all respects as of the Escrow Deposit Date, except for any representations and warranties which are already qualified as to materiality which must be certified as being true and correct in all respects and that the Buyer has performed, in all material respects, its covenants and agreements to be performed hereunder on or prior to the Escrow Deposit Date; (iii) a certificate of a director of the Buyer, dated as of the Escrow Deposit Date, in form and substance reasonably satisfactory to the Seller, as to the performance of the covenants, agreements and obligations of the Buyer to be performed or completed at or before the Closing; (iv) a certificate of a director of the Buyer, dated as of the Escrow Deposit Date, ...
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Related to Conditions of the Obligations of the Seller

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

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