Conditions Precedent Required of SELLER Prior to Closing Sample Clauses

Conditions Precedent Required of SELLER Prior to Closing. BUYER’s obligation to purchase the Purchased Assets is subject to the satisfaction by SELLER, by Closing, of the condition stated herein, which can be waived in writing by BUYER. SELLER shall have delivered to BUYER an original copy of a legal opinion by SELLER’s general counsel confirming that: (1) SELLER has (i) taken all corporate action necessary to authorize the execution, delivery, and performance of this Agreement, (ii) obtained all approvals and authorizations required under Philippine Law to lawfully execute, deliver, and perform the obligations undertaken in this Agreement, and (iii) the Final Transaction Documents constitute legal and valid agreements binding and enforceable against SELLER in accordance with their terms; and (2) BUYER may enforce the obligations of SELLER under the Final Transaction Documents in accordance with the terms of such agreements.
Sample 1
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Related to Conditions Precedent Required of SELLER Prior to Closing

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • HHSC SPECIAL CONDITIONS The terms and conditions of these Special Conditions are incorporated into and made a part of the Contract. Capitalized items used in these Special Conditions and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions -Grant- Version 2.16.1

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

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