Conditions Precedent to Obligations of Purchaser and Sellers Sample Clauses

Conditions Precedent to Obligations of Purchaser and Sellers. (a) The obligations of Purchaser and Sellers hereunder to close upon the purchase of the Interests are subject to and contingent upon obtaining the consent of USDA for the transactions contemplated by this Contract, including the continuation of the current mortgage under its current terms and conditions and the continuation of the Rental Assistance Agreement (the "RA Agreement"), by and between the Partnership and the United States of America, acting through the Rural Housing Service (collectively, the “Closing Contingency”) having been met or satisfied to the satisfaction of Purchaser and Sellers. The satisfaction of the Closing Contingency shall be the sole responsibility and at the sole cost of Purchaser, with the cooperation of, and at no cost, expense or liability to, Sellers. In the event that such condition has not been satisfied on or before the expiration of the Feasibility Period, then Purchaser may either terminate this Contract, or waive such Closing Contingency, in which event the Deposit shall be nonrefundable thereafter for any reason other than a default by Sellers. If the consent of USDA is not obtained by the Closing Date, then either Purchaser or Sellers may terminate this Contract by giving written notice to the other, and thereafter neither party shall have any further obligation hereunder (except those which by their terms survive the termination of this Contract and Sellers shall retain the Deposit. (b) Provided Purchaser has not elected to terminate this Agreement during the Feasibility Period. Purchaser's obligation to close under this Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: (i) All of the documents required to be delivered by Sellers to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered; (ii) Each of Sellers’ Representations shall be true in all material respects as of the Closing Date; (iii) The Loan Continuation and Release shall have been approved and shall occur upon Closing; (iv) Approval of the “Credit Agency” (as that term is defined in Section 42(h)(7)(A) of the Internal Revenue Code of 1986, as amended) of the state in which the Property is located to the transactions contemplated by this Contract, to the extent such approval is required (“Credit Agency Approval”); and (v) Sellers shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied w...

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 Sellers 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 (including the Bankruptcy Court), enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (b) the Bankruptcy Court shall have entered the Bidding Procedures Order, and the Bidding Procedures Order shall be a Final Order; and (c) the Bankruptcy Court shall have entered the Sale Order by the Termination Date, and the Sale Order shall be a Final Order.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 in writing by Sellers and Purchaser, jointly, in whole or in part to the extent permitted by applicable Law): (a) any waiting period (and any extension thereof) under the HSR Act or any Other Antitrust Regulation applicable to the Transactions shall have expired or shall have been terminated or the necessary clearance thereunder shall have been received and shall remain in full force and effect and any contractual timing commitments with any Governmental Body through timing agreements or otherwise must have expired or been satisfied; (b) no Governmental Body shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that enjoins, restrains, makes illegal or otherwise prohibits the consummation of the Transactions; and (c) the Bankruptcy Court shall have entered the Sale Order and the Sale Order shall not be subject to a stay or have been vacated or revoked.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser and Sellers 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; and (b) the Bankruptcy Court shall have entered the Confirmation Order; provided that, notwithstanding anything contained in this Agreement to the contrary, if the Bankruptcy Court issues the Confirmation Order but fails to approve the assignment to Purchaser of any Assumed Contract or Assumed Lease contemplated to be assigned to Purchaser pursuant to this Agreement solely by reason of a failure by Purchaser to provide adequate assurance of future performance as required by the Bankruptcy Code, then the Assumed Contract or Assumed Lease, the contemplated assignment of which was not approved by the Bankruptcy Court by reason of such failure by Purchaser, shall become an Excluded Asset, and, assuming the other conditions to Purchaser’s obligations under the Agreement have been satisfied, the Parties shall proceed with the Closing without any corresponding adjustment to the Purchase Price.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers 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 Sellers, each in such party’s sole discretion, 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 Procedures Order, in form and substance reasonably acceptable to Sellers and Purchaser; provided that the Procedures Order shall expressly approve the Break-Up Fee, Expense Reimbursement and the $300,000 amount referred to in Section 7.2(c)(iv) as provided herein; (c) all filings required of Purchaser and the Sellers or any of their respective Subsidiaries or Affiliates with applicable antitrust authorities in Germany with respect to the transactions contemplated hereby shall have been filed and cleared, or the applicable waiting period shall have expired without adverse action by the applicable authority or early termination shall have been granted; and (d) 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 such Sale Order shall be in full force and effect, and shall not have been modified, as of the Closing Date.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 Sellers in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any Order restraining, enjoining or otherwise prohibiting the consummation of the Transactions; (b) the Bankruptcy Court shall have entered the Sale Order; and (c) Purchaser shall have, prior to or simultaneous with the Closing, acquired the assets comprising the Buckingham mine and business in accordance with that certain Asset Purchase Agreement of even date herewith, by and between Xxxxxxxxxxxx Coal Company, its applicable subsidiaries and Purchaser.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 Sellers in whole or in part to the extent permitted by applicable Law) there shall not be in effect any Order by a Governmental Body restraining, enjoining or otherwise prohibiting the consummation of the Transactions.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations Purchaser and Sellers 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 Sellers 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 restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (b) The Bankruptcy Court shall have entered the Sale Order (it being understood that the form of order shall be satisfactory to Sellers and Purchaser, in their reasonable discretion, and shall satisfy prong (v) in the definition of Sale Order) and the Sale Order shall be in full force and effect and not stayed and shall not have been reversed or modified since the date of entry; provided, however, that if (i) the order issued by the Bankruptcy Court would have qualified as a Sale Order but solely for a notice of appeal having been timely filed and (ii) the parties hereto are not stayed or enjoined from consummating the transactions contemplated hereby, then the condition set forth in this Section 9.3(b) shall be deemed satisfied unless Purchaser reasonably believes that the effect of such appeal could be materially adverse to the Purchased Assets considered as a going concern, the ability of the Purchaser or any Affiliate thereof to commence and continue operation of the Business as a going concern using the Purchased Assets taken as a whole following the Closing or Purchaser’s contractual rights and benefits under this Agreement. (c) On or prior to July 31, 2014, the Bankruptcy Court shall have entered the Bidding Procedures Order and the final DIP Order.

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 Sellers 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; (b) the Bankruptcy Court shall have entered the Sale Order in form and substance reasonably acceptable to Sellers and Purchaser within two (2) Business Days of the Sale Hearing; (c) the Bidding Procedures Order shall have been entered and shall have remained in full force and effect and shall not have been stayed, vacated, modified or supplemented in any material respect without the Purchaser’s prior written consent

Conditions Precedent to Obligations of Purchaser and Sellers. The respective obligations of Purchaser and Sellers to consummate the Transactions 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 Sellers 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 restraining, enjoining or otherwise prohibiting the consummation of the Transactions.; and (b) all waivers, consents, clearances or approvals required under any applicable Antitrust Law shall have been granted and all waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act and any other applicable Antitrust Law shall have expired or otherwise been terminated.