CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER Sample Clauses

CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyer in its sole discretion:
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. Section 9.01. Representations and Warranties of the Seller 21 Section 9.02. Performance of the Obligations of the Seller 22 Section 9.03. No Violation of Orders 22 Section 9.04. HSR Approval 22 Section 9.05. Deed in Lieu Closing 22 Section 9.06. Conveyance Documents 22 Section 9.07. No Material Adverse Effect 22 Section 9.08. Officer’s Certificate 22 Section 9.09. Cargill Agreements 22 Section 9.10. Financial Arrangements 22 Section 9.11. Certificate of Good Standing 23 Section 9.12. Environmental Reports 23 Section 9.13. Other Documents 23 ARTICLE X TAXES Section 10.01. Indemnity 23 Section 10.02. Property and Transfer Taxes 23 ARTICLE XI POST CLOSING INDEMNIFICATION Section 11.01. Survival 23 Section 11.02. Indemnification of the Buyers 24 Section 11.03. Indemnification of the Seller 25 Section 11.04. Notice and Adjudication of Claims 26 Section 11.05. Third-Party Claims 27 Section 11.06. Subrogation 28 Section 11.07. Sole and Exclusive Remedy 28 ARTICLE XII TERMINATION Section 12.01. Conditions of Termination 28 Section 12.02. Effect of Termination 29 ARTICLE XIII MISCELLANEOUS Section 13.01. Successors and Assigns 29 Section 13.02. Governing Law; Jurisdiction; Waiver of Jury Trial 29 Section 13.03. Expenses 30 Section 13.04. Severability 30 Section 13.05. Notices 30 Section 13.06. Amendments; Waivers 31 Section 13.07. Public Announcements 31 Section 13.08. Access to Records and Employees After Closing 31 Section 13.09. Entire Agreement 32 Section 13.10. Parties in Interest 32 Section 13.11. Joint Drafting 32 Section 13.12. Section and Paragraph Headings 32 Section 13.13. Counterparts 32 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), effective as of November 1, 2013, by and between ETHANOL HOLDING COMPANY, LLC, a Delaware limited liability company as Seller (the “Seller”), and GREEN PLAINS RENEWABLE ENERGY, INC., an Iowa corporation, GREEN PLAINS WOOD RIVER LLC, a Delaware limited liability company and GREEN PLAINS FAIRMONT LLC, a Delaware limited liability company, as Buyers (the “Buyers”).
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. SECTION 13.1. Representations and Warranties of the Sellers and the Principal Owners
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. The obligations of the Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyer in its sole discretion: Representations and Warranties of the Companies and the Sellers. All representations and warranties made by the Companies and the Sellers in this Agreement that are qualified as to materiality shall be true and correct, and all representations and warranties of the Companies and the Sellers that are not so qualified shall be true and correct in all material respects, in each case, as of the date hereof, and, except to the extent such representations and warranties refer to a specific date, as of the Closing Date as though made by the Companies and the Sellers on and as xxxvi of the Closing Date. The Buyer shall have received a certificate to that effect dated the Closing Date and signed by the Companies and the Sellers’ Representative on behalf of the Sellers. Performance of the Obligations of the Companies and the Sellers. The Companies and the Sellers shall have performed in all material respects all obligations required under this Agreement to be performed by them on or before the Closing Date, and the Buyer shall have received a certificate to that effect dated the Closing Date and signed by the Companies and the Sellers’ Representative on behalf of the Sellers. Consents and Approvals. All consents, waivers, authorizations and approvals of any Governmental Entity and of any other Person, required in connection with the execution, delivery and performance of this Agreement and set forth on Schedule 13.3 shall have been duly obtained and shall be in full force and effect on the Closing Date.
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. (a) No material adverse change in the Purchased Assets or the Assumed Liabilities shall have occurred since the date of this Agreement.
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. SECTION 13.1. Representations and Warranties of the Seller SECTION 13.2. Performance of the Obligations of the Seller SECTION 13.3. Consents and Approvals; Licenses and Permits SECTION 13.4. No Violation of Orders SECTION 13.5. No Material Adverse Change SECTION 13.6. Opinion of Counsel SECTION 13.7. Consulting Agreement SECTION 13.8. Automobile Storage Lease SECTION 13.9. Assignment of Leases SECTION 13.10. Change of Name SECTION 13.11. Deeds, Bills of Sale, Certificate and Affidavit SECTION 13.12. Repayment of Indebtedness SECTION 13.13. Other Closing Documents SECTION 13.14. Legal Matters SECTION 14. TERMINATION SECTION 14.1. Conditions of Termination SECTION 14.2. Effect of Termination SECTION 15. MISCELLANEOUS SECTION 15.1. Successors and Assigns SECTION 15.2. Governing Law SECTION 15.3. Expenses SECTION 15.4. Broker’s and Finder’s Fees SECTION 15.5. Severability SECTION 15.6. Notices SECTION 15.7. Amendments; Waivers SECTION 15.8. Public Announcements
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. 23 Section 8.1. No Injunction or Action 23 Section 8.2. Representations and Warranties of the Sellers 23 Section 8.3. Performance of the Obligations of each Seller 24 Section 8.4. Other Purchase Agreements 24 Section 8.5. Required Approval 24 Section 8.6. Closing Deliveries 24 ARTICLE IX. TERMINATION 24 Section 9.1. Conditions of Termination 24 Section 9.2. Effect of Termination 25 ARTICLE X. MISCELLANEOUS 26 Section 10.1. Successors and Assigns 26 Section 10.2. Governing Law/Choice of Forum 26 Section 10.3. WAIVER OF JURY TRIAL 27 Section 10.4. Expenses 27 Section 10.5. Severability 27 Section 10.6. Notices 27 Section 10.7. Amendments; Waivers 28 Section 10.8. Public Announcements 28 Section 10.9. Entire Agreement 28 Section 10.10. Parties in Interest 28 Section 10.11. Scheduled Disclosures 29 Section 10.12. Enforcement 29 Section 10.13. Draftsmanship 29 Section 10.14. Counterparts 29 INDEX TO EXHIBITS EXHIBITS
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Related to CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied:

  • 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:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • 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:

  • 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:

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