Conditions Precedent to Closing by Seller Sample Clauses
Conditions Precedent to Closing by Seller. The obligation of the Seller to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance with Section 7. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Seller and may be waived by Seller in their discretion.
Conditions Precedent to Closing by Seller. The obligation of the Seller to consummate the transactions to be performed by it at or subsequent to the Closing under this Agreement is subject to the fulfillment prior to or at the Closing of each and every one of the following conditions:
Conditions Precedent to Closing by Seller. Seller shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Seller:
Section 10.01. Each of the representations and warranties of Purchaser contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made;
Section 10.02. Purchaser shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date;
Section 10.03. Purchaser shall have delivered to Seller a certificate of an officer of Purchaser, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of the Purchaser’s representations and warranties, and to the fulfillment of the Purchaser’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement;
Section 10.04. Seller shall have received certificates of Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx, Bxxxx X. Xxxxxx and Gxxx Xxxxxxx, each acting as officers of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of each of such officer to the accuracy in all material respects of the Seller’s representations and warranties, and to the fulfillment of the Seller’s covenants and conditions precedent to the Seller’s obligations to consummate the purchase contemplated by this Agreement;
Section 10.05. Seller shall not have received a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement;
Section 10.06. Purchaser shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred;
Section 10.07. The Lease Agreement shall have been executed by and between Purchaser and IIT;
Section 10.08. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Clo...
Conditions Precedent to Closing by Seller. The obligation of Seller to sell the Assets is subject to, among other things, the following conditions:
Conditions Precedent to Closing by Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or written waiver by Seller, if permissible under applicable Law) of the following conditions precedent at or before the Closing:
(a) The representations and warranties made by Purchaser in Section 4 hereof shall be true and correct all material respects at the time of the Closing (without regard to any qualification therein as to materiality or “Material Adverse Effect”), with the same force and effect as if they had been made at and as of the time of the Closing (except for representations and warranties made as of a specified date, which shall be true and correct as of that specified date);
(b) Purchaser shall have duly complied with and performed in all material respects all covenants and agreements of Purchaser herein which are required to be complied with or performed by it at or before the Closing Date;
(c) The Gener8 Closing shall have occurred;
(d) The lenders under the Facility Agreement shall have consented to the transactions contemplated by this Agreement, unless Purchaser shall be prepared to pay off the debt under the Facility Agreement at the Closing;
(e) Seller shall have been furnished with a certificate, dated as of the Closing Date, executed by an authorized officer of Purchaser, certifying to the fulfillment of the conditions specified in Section 5.2(a) through 5.2(b) hereof; and
(f) There shall be no Order in effect that restrains, enjoins or otherwise prohibits the consummation of the Closing.
Conditions Precedent to Closing by Seller. The obligation of Seller to consummate the Transaction is subject to the satisfaction of all of the following conditions precedent, in each case to the satisfaction of Seller:
Conditions Precedent to Closing by Seller. At or prior to the Closing Date, Buyer shall deliver the following to Seller:
a. Governmental Approvals. All governmental approvals required to consummate the Purchase Transaction.
Conditions Precedent to Closing by Seller. The obligation of Seller to sell the Transferred Assets and to consummate the transactions contemplated hereby is subject to the fulfillment and satisfaction by Buyer or waiver in writing by Seller prior to or at the Closing Date of each of the following conditions:
Conditions Precedent to Closing by Seller. The obligation of Seller to consummate the Transaction is subject to the satisfaction or waiver of the conditions set forth below on or before the Closing Date or such earlier date as hereinafter specified. The Closing of the Transaction will be deemed to mean the satisfaction or waiver of all conditions to Closing. These conditions precedent are for the benefit of JSH and the Majority Member(s) and may be waived by JSH and the Majority Member(s) in their discretion.
(a) On or before the Closing, the Board of Directors and the general meeting of Member(s)s of JSH shall have approved, in accordance with the laws of Socialist Republic of Vietnam, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable JSH to comply with the terms of the Agreement, including but not limited to the acquisition plan to be prepared by JSH and PEG.
Conditions Precedent to Closing by Seller. The obligation of Seller to consummate this Agreement is subject to and conditioned upon the satisfaction, at or prior to Closing, of each of the following conditions:
(a) All the terms and conditions of the Letter Agreement and this Agreement to be complied with and performed by the Purchaser on or before the Closing Date, including the timely delivery to Seller of all Closing documents and instruments required to be delivered to Seller by this Agreement shall have been complied with and performed.
(b) All documents to be delivered by Purchaser at Closing shall be in form and substance satisfactory to Seller's counsel.