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 Section 10.01. Indemnity 23 Section 10.02. Property and Transfer Taxes 23 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 Section 12.01. Conditions of Termination 28 Section 12.02. Effect of Termination 29 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 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. (a) No material adverse change in the Purchased Assets or the Assumed Liabilities shall have occurred since the date of this Agreement. (b) The physical condition of the Branch and the furniture, fixtures and equipment shall be substantially similar to that on the date hereof, reasonable wear and tear excepted. (c) The conditions to closing of the Buyer's acquisition of the Real Property as set forth in the Real Property Terms and Conditions shall have been satisfied. (d) On the Closing Date, Seller shall present Purchaser with a list of the balances of the Purchased Assets and the Assumed Liabilities as of the close of business on the third business day prior to the Closing Date, certified by the Chief Executive Officer or Chief Financial Officer of Seller to be true and correct as of the date reflected thereon (the "INITIAL CLOSING SCHEDULEs"). Within thirty (30) days following the Closing Date, and when all Branch data up to and including the Closing Date is available, Seller shall present Buyer with a list of the balances of the Purchased Assets and the Assumed Liabilities as of the Closing Date, certified by the Chief Executive Officer or Chief Financial Officer of Seller to be true and correct as of the date reflected thereon (the "FINAL CLOSING SCHEDULES").
Sample 1
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
Sample 1
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 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.
Sample 1
CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. SECTION 13.1. Representations and Warranties of the Sellers and the Principal Owners SECTION 13.2. Performance of the Obligations of the Sellers and the Principal Owners SECTION 13.3. Consents and Approvals SECTION 13.4. No Violation of Orders
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. 62 Section 14.1 Representations and Warranties of the Seller.......62
Sample 1
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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 to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compaxx, xxx xx Xleary, Gottlieb, Steen & Hamilton, counsel for the Company, substanxxxxxy in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • 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 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: (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 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 All Loans It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true): (a) After giving effect to such Loan, the total of all Loans outstanding will not exceed the Total Commitment; (b) The representations and warranties contained in Article 6 are true and correct in all material respects on and as of the date of such Loan or issuance of such Letter of Credit, except to the extent such representations and warranties specifically relate to an earlier date; (c) No event has occurred or is continuing or would result from the making of such Loan or issuance of such Letter of Credit, which would constitute a Default or an Event of Default; (d) The Borrower has delivered to the Agent the Borrowing Notice and Compliance Certificate required pursuant to Section 2.3 hereof; and (e) After giving effect to all Loans and the issuances of all Letters of Credit, (a) the Value of the total assets of the Borrower (less the Value of its assets pledged to any Person other than the Secured Parties and less (without duplication) the Value of all Excluded Real Estate Investments), shall be equal to or in excess of 250% of the sum of the Required Amount, plus the outstanding principal balance of the Loans, plus accrued and unpaid interest on the Loans, plus the then current L/C Exposure, plus any liability of the Borrower for which the termination value on any swap exceeds the collateral held for such swap, plus the outstanding principal balance of the Loan (as defined in the Term Loan Agreement), plus accrued and unpaid interest on the Loan (as defined in the Term Loan Agreement) under the Term Loan Agreement.

  • Conditions Precedent to Effectiveness This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

  • 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:

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