CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. The obligation of Buyer to purchase the Assets and carry out the other transactions contemplated hereby are, unless waived in writing by Buyer, subject to the satisfaction, on the Closing Date, of the following conditions:
Sample 1Sample 2Sample 3See All (31)
AutoNDA by SimpleDocs
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. The rights, duties and obligations of Buyer under this Agreement are wholly contingent upon the satisfaction, on or prior to the Closing, of the following: 7.4.1. Warranties True as of the Present Date, the Closing Date and the Post-Closing Date. The representations and warranties of Seller and each Shareholder contained herein shall have been accurate, true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as of the Closing Date and the Post-Closing Date with the same force and effect as though made by Seller and each Shareholder on and as of the Closing Date and the Post-Closing Date.
Sample 1
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. The obligations of o2wireless and Buyer to complete the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by o2wireless and Buyer only in writing: 5.1 Consent of Wachovia Bank, N.A., First Union
Sample 1
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. 19 7.3 Required Consents 20 7.4 Releases, Termination and Other Filings 20 7.5 Deliveries 20 7.6 Accuracy of Representations and Performance of Seller 20 7.7 Absence of Certain Litigation 20 7.8 Approvals 20 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATION OF SELLER TO CLOSE 21 8.1 Accuracy of Representations and Performance of Buyer 21 8.2 Absence of Certain Litigation 21 8.3 Officer’s Certificate 21 ARTICLE 9 CLOSING 21 9.1 Closing 21 9.2 Deliveries by Seller 21 9.3 Deliveries by Buyer 22 ARTICLE 10 SURVIVAL AND INDEMNIFICATION 22 10.1 Survival 22 10.2 Indemnification by Seller 23 10.3 Indemnification by Buyer 24 10.4 Notice of Claims; Assumption of Defense 24 10.5 Settlement or Compromise 25 ARTICLE 11 TERMINATION 25 11.1 Termination of Agreement 25 11.2 Effect of Termination 26 ARTICLE 12 MISCELLANEOUS PROVISIONS 26 12.1 Expenses; Taxes 26 12.2 Headings; Schedules 26 12.3 Counterparts 26 12.4 Rights of Parties 26 12.5 Assignment 26 12.6 Notices 26 12.7 Applicable Law and Remedies 27 12.8 Dispute Resolution 27 12.9 Additional Instruments and Assistance 28 12.10 Severability 28 12.11 Pronouns and Terms 28 12.12 Publicity 28 12.13 Entire Agreement 28 12.14 Modification; Waiver 28
Sample 1
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. Section 6.1. Accuracy of Representations and Performance of Seller.....25 Section 6.2. Absence of Certain Litigation.............................25 Section 6.3. Escrow Agreement..........................................25 Section 6.4. Confidentiality and Non-Competition Agreements..........
Sample 1
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. The obligation of BUYER to close the transactions contemplated by this Agreement shall be subject to the satisfaction (or written waiver by BUYER) of the following conditions on or prior to the Closing Date: (a) The completeness and accuracy of all of the representations and warranties of PAMCO set forth in this Agreement as of the Closing Date. (b) The performance by PAMCO of all covenants set forth in this Agreement that by their terms are to be performed by it on or prior to the Closing Date. (c) The payment of the consideration described in Section 1.2. (d) The delivery by PAMCO of a certificate executed by an executive officer of PAMCO, dated as of the Closing Date, in form and substance reasonably satisfactory to BUYER, certifying as to the fulfillment and satisfaction of the conditions specified in Section 1.3. (e) All of PILIC's directors and officers shall have submitted their written resignations as directors and/or officers of PILIC. (f) PILIC shall have no employees and PAMCO shall have assumed and guaranteed all of PILIC's obligations, if any, to any former employees. (g) The transactions described in Section 2.4 shall have been completed or shall be completed as of the Closing Date. (h) The delivery by PAMCO of all closing documents required by Section 1.4.2 hereof. (i) PAMCO shall have assigned to BUYER all of PAMCO's right, title and interest (but none of the obligations) under the PAMCO Guaranty and the Stock Pledge Agreement, under and subject to the terms set forth therein. (j) PAMCO shall have assigned to BUYER all rights relating to the registration of the Transferred HealthAxis Shares (as hereinafter defined) pursuant to the Registration Rights Agreement between PILIC and XxxxxxXxxx.xxx, Inc. ("HealthAxis"), a Pennsylvania corporation which is an affiliate of PAMCO, dated March 30, 1999 (the "Registration Rights Agreement"). (k) PAMCO shall have caused HealthAxis to deliver to BUYER a written acknowledgment that BUYER will succeed to all of the rights of PILIC under the Registration Rights Agreement with respect to the Transferred HealthAxis Shares. (l) PAMCO shall have assumed and agreed to indemnify PILIC from all obligations, if any, for self-funded retirement or health benefits, and for all severance and other employment benefits due or which become due to Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, and Xxxxxxx X. Xxxxxx, III.
Sample 1
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. The obligation of Buyer to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing (or the Extension Closing, if applicable) is subject to the satisfaction, at or prior to the Closing (or the Extension Closing, if applicable), of each of the following conditions (any of which may be waived by Buyer, in whole or in part); provided, however, that if more than one Closing occurs pursuant to Section 2.6, the condition set forth in Section 10.8 shall only apply to the first Closing and not to any Extension Closing:
Sample 1
AutoNDA by SimpleDocs
CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE 
Sample 1

Related to CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE

  • 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:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares 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):

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to the tenant estoppel certificates required under Section 7.2 and the documents and other items provided for in Section 10.3. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement). For the avoidance of doubt, the representations and warranties contained in Subsections 8.1 (f) and (g) may be modified at Closing to reflect changes in the identity of the Tenants and the Leases (that are not in violation of the operating covenants set forth in Section 7.1 above), notices received from any Tenant that it is terminating its Lease, vacating its premises, or filing for bankruptcy, any Tenant defaults between the date hereof and Closing, and any changes in the Service Contracts (in accordance with the operating covenants set forth in Section 7.1 above), and any defaults by the service providers thereunder. (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) At or prior to Closing, the Title Company shall be prepared, or First American Title Insurance Company’s National Office shall be prepared if the Title Company is not so prepared, to irrevocably commit to issue to Purchaser a standard Pennsylvania basic owner’s title insurance policy (without regard to any endorsements required by Purchaser or its lender) in the amount of the Purchase Price with respect to the Property pursuant to a marked-up title commitment or a pro-forma policy effective as of the Closing Date, subject only to Permitted Exceptions and the standard printed exceptions on such policy, upon the fulfillment by Seller and Purchaser of the Schedule B, Section I requirements, and the payment by Purchaser of the requisite premium. Seller shall have the right to arrange for First American Title Insurance Company’s National Office to become involved in such title decisions. (e) Closing shall simultaneously take place between KPG Purchasers and M-C Sellers under all of the Other P&S Agreements, unless such failure to close thereunder is due to the bad faith and intentional acts of Purchaser or any KPG Purchaser intended to impede Closing or a breach of any material covenant of Purchaser under this Agreement or any KPG Purchaser under the other P&S Agreements of which it is a party. If the conditions precedent to Closing under this Section 9.1 are not satisfied or waived by Purchaser on or before Closing, Purchaser shall have the right to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit and interest earned thereon and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other hereunder.

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers 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 Sellers, in whole or in part):

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser 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 Purchaser, in whole or in part):

  • Conditions Precedent to Seller’s Obligations The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents; (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI; (d) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and (e) No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

  • 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 THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!