CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT Sample Clauses
This clause sets out specific requirements that must be satisfied before the purchaser and parent are legally obligated to complete their part of a transaction, such as a merger or acquisition. Typically, these conditions might include obtaining regulatory approvals, ensuring the accuracy of representations and warranties, or the absence of material adverse changes. By clearly defining these prerequisites, the clause protects the purchaser and parent from being bound to proceed if key conditions are not met, thereby managing risk and ensuring that both parties are ready and able to fulfill their obligations.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent, as applicable, to purchase the Acquired Assets and assume the Assumed Liabilities and to consummate the other transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Purchaser and Parent in their sole discretion):
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent under this Agreement are subject to the fulfillment in all respects of the following conditions precedent on or before the Closing Date, each of which may be waived in writing at the sole discretion of Purchaser and Parent. The Seller Parties must deliver a certificate executed by each Seller Party certifying the satisfaction in all respects of the conditions precedent set forth in this Section 10. If any of the conditions precedent to the obligations of Purchaser and Parent are not satisfied or waived on the Closing Date, Purchaser and Parent will have the right to elect not to proceed with the Closing and the parties will have no further rights or obligations under this Agreement or otherwise.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent to consummate this Agreement will be subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by Purchaser and Parent in writing.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The obligation of Purchaser and Parent to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any or all of which may be waived by Purchaser and Parent in whole or in part to the extent permitted by Applicable Law:
(a) The representations and warranties of Seller contained in this Agreement that are not qualified by materiality or Seller Material Adverse Effect shall be true and correct in all material respects on and as of the Closing, and the representations and warranties of Drake and Seller contained in this Agreement that are qualified by materiality or Seller Material Adverse Effect shall be true and correct in all respects on and as of the Closing (except in each case for those representations and warranties made as of a specified date, which shall be true and correct as of that specified date), with the same effect as though such representations and warranties had been made at and as of the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Drake and Seller, dated the Closing Date, to the foregoing effect.
(b) Seller and Drake shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by Seller or Drake prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Seller and Drake, dated the Closing Date, to the foregoing effect.
(c) Purchaser shall have received a certificate, duly executed by an officer of Seller and Drake, dated as of the Closing Date, certifying as to (i) the resolutions adopted by the member of Seller and board of directors of Drake authorizing the execution and delivery of this Agreement by Seller and Drake, the performance by Seller and Drake of their respective obligations under this Agreement, and the consummation of the transactions contemplated hereby, as attached to such certificate, which such resolutions were duly adopted by all necessary action and remain in full force and effect, and have not been amended, rescinded or modified, (ii) a complete copy of the Certificate of Formation of Seller certified by the Secretary of State of the State of North Carolina as of a date not more than twenty (20) days prior to the Closing Date, (iii) a complete copy of the Certificate of Incorporation of Drake certified by the Secretary of St...
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The respective obligations of Purchaser and Parent to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Parent in whole or in part to the extent permitted by applicable Law):
(a) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(b) the Bankruptcy Court shall have entered the Bidding Procedures Order, in form and substance reasonably acceptable to Parent and Purchaser;
(c) the Bankruptcy Court shall have entered the Sale Order [and any stay period applicable to the Sale Order shall have expired or shall have been waived by the Bankruptcy Court]; and
(d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. The obligation of Purchaser and Parent to consummate the transactions contemplated by this Agreement is subject to fulfillment prior to or at the Closing of the following conditions (unless waived in writing in the sole discretion of Purchaser):
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND PARENT. 12.1 Continued Truth of Representations and Warranties; No Breach
12.2 Absence of Litigation
12.3 Landlord Consent
12.4 No Material Adverse Change
12.5 Dissolution of ▇▇▇▇▇ Private Capital Advisors
12.6 Errors and Omissions Insurance