Common use of Conditions Precedent to Seller's Obligation Clause in Contracts

Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)): (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (e) The representations and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by the Agreement.

Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)): (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given by Purchaser under Section 8.2 shall have been given. (b) On the Closing Date, there shall be in effect no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (e) The representations and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s 's ability to consummate the transactions contemplated by the Agreement.

Conditions Precedent to Seller's Obligation. The obligation of Seller Sellers to proceed sell the Purchased Assets and otherwise consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction satisfaction, at or prior to Closing the Closing, of all of the following conditions, conditions set forth in this Section 7.2. Sellers together may waive any one or more all of which may be waived in writing these conditions in whole or in part by Seller (except as to the condition described in Section 7.2(a)):without prior notice. (a) To Each representation and warranty by Purchaser contained in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered by Purchaser under this Agreement shall be true and correct on and as of the extent Closing Date in all material respects. (b) Purchaser shall have performed and complied with each covenant, agreement and obligation, and shall have satisfied each condition that Purchaser is required by applicable law this Agreement to perform, comply with or regulationsatisfy, at or prior to the Closing, in all Government Approvals material respects. (c) No action, suit or proceeding shall have been obtained in writing and shall not contain be pending or threatened before any Material Condition affecting SellerAuthority wherein an unfavorable injunction, and judgment, order, decree, ruling or charge would (i) prevent the consummation of any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. or (bii) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or cause any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (d) Sellers shall have received a certificate from Purchaser, dated as of the Closing Date, certifying that the conditions specified in Sections 7.2(a)-(c) have been satisfied in all respects. (e) Purchaser shall have complied in all material respects with each paid the Purchase Price to the Estate. (f) Purchaser shall have executed and delivered to Sellers the Instrument of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to Assumption, dated as of the Closing Date. (eg) The representations Purchaser shall have separately executed and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to Sellers and Xxxx Xxxxxxx the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respectsNoncompetition Agreements, on and dated as of the Closing Date. (h) The form and substance of all statements, with the same force and effect as though such representations and warranties had been made on the Closing Date providedcertificates, howeverinstruments, that the representations and warranties of Purchaser herein or in any certificate opinions or other document documents or items delivered pursuant to the provisions hereof Sellers under this Agreement shall be deemed to be true and correct satisfactory in all material reasonable respects on to Sellers and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by the Agreementtheir counsel.

Conditions Precedent to Seller's Obligation. The ------------------------------------------- obligation of Seller to proceed with consummate the sale, transfer and assignment to Purchaser of the Shares on the Closing is Date is, at the option of Seller, subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)):: (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation Each of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (e) The representations and warranties made by of Purchaser herein or contained in any certificate or other document delivered pursuant to the provisions Section 4 hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and respects as of the Closing Date, Date with the same force and effect as though such representations and warranties the same had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, . (b) Purchaser shall have performed and complied in all material respects with the same force covenants and provisions in this Agreement required herein to be performed or complied with by Purchaser between the date hereof and the Closing Date. (c) No action or proceeding shall have been instituted against Purchaser, Seller or Company before any court or other governmental body, or statute, rule, regulation, injunction, order, or decree enacted, enforced, promulgated, or issued, which would have the effect as though made on of, seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to make the consummation of the transactions contemplated hereby illegal, which in the reasonable opinion of Seller makes it inadvisable to consummate such transactions. (d) Seller shall have received an opinion of Xxxx, Xxxx & Xxxxx, counsel for Purchaser, dated the Closing Date, unless in form and substance reasonably satisfactory to Seller and its counsel, to the failure effect set forth in Exhibit H hereto. (e) Seller shall have received a certificate to be so true the effect set forth in subsections (a) and correct would (b) above, dated the Closing Date, signed by a duly authorized officer of Purchaser. (f) Seller shall have received a Material Adverse Effect on certificate of a duly authorized officer of Purchaser’s ability to consummate , dated the Closing Date, setting forth the resolutions of the Board of Directors of Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated by hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Agreement.Closing Date. 50

Conditions Precedent to Seller's Obligation. The Seller's obligation of Seller to proceed with Closing perform under this Agreement is subject to and contingent upon the satisfaction at or prior to Closing of each and every one of the following conditions; however, Seller's proceeding with Closing shall not be deemed to mean that any one or more all of which may be waived such conditions were satisfied or waived, nor shall it impair in writing in whole or in part by Seller (except as any manner Seller's right to the condition described in Section 7.2(a)):rely on Buyer's representations and warranties contained herein. (ai) To the extent required by applicable law or regulation, all Government Approvals All Delivery items shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by deposited into the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been givenEscrow. (bii) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order All of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (e) The representations and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser contained herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect Date as though made on remade and republished as of said date. (iii) Purchaser shall have performed and complied with all of its obligations and covenants hereunder in all material respects. (iv) The closing of the purchase and sale under the Club Purchase Agreement shall have occurred simultaneously with Closing Datehereunder. Notwithstanding anything to the contrary contained in this Agreement, unless Buyer and Seller expressly agree that a proper election by either Buyer or Seller to terminate this Agreement at any time in accordance with any of the failure terms hereof shall be deemed to be so true a proper election by Buyer or Operator, respectively, to terminate the Club Purchase Agreement and correct would have that a Material Adverse Effect on Purchaser’s ability proper election by either Buyer or Operator to consummate terminate the transactions contemplated Club Purchase Agreement at any time in accordance with any of the terms thereof shall be deemed to be a proper election by the Buyer or Seller, respectively, to terminate this Agreement. (v) There is no Proceeding pending or threatened pertaining to the Transactions or their consummation by any Person.

Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)): (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency of competent jurisdiction seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this agreement. (d) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (de) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (ef) The representations and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by the Agreement.

Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed sell and transfer the Assets and otherwise consummate the transactions to be performed by them in connection with the Closing is subject to the satisfaction satisfaction, at or prior to Closing the Closing, of all of the following conditions, conditions set forth in this Section 7.2. Seller may waive any one or more all of which may be waived in writing these conditions in whole or in part by Seller (except as to the condition described in Section 7.2(a)):without prior notice. (a) To All representations and warranties by Purchaser contained in this Agreement or in any statement, certificate, instrument, or other document or item furnished or delivered by Purchaser under this Agreement shall be true and correct on and as of the extent Closing Date in all respects. (b) Purchaser shall have performed and complied with all covenants, agreements, and obligations, and shall have satisfied all conditions that Purchaser is required by applicable law this Agreement to perform, comply with or regulationsatisfy, at or prior to the Closing, in all Government Approvals respects. (c) No action, suit, or proceeding shall have been obtained in writing and shall not contain be pending or threatened before any Material Condition affecting SellerAuthority wherein an unfavorable injunction, and judgment, order, decree, ruling, or charge would (i) prevent the consummation of any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. or (bii) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or cause any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this AgreementAgreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect). (d) Seller shall have received a certificate from Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 7.2 have been satisfied in all respects. (e) [INTENTIONALLY BLANK.] (f) Purchaser shall have complied in all material respects with each executed and delivered to Seller the Seller Noncompetition Agreement, dated as of its covenants the Closing Date, and agreements contained in this Agreement which are required Purchaser shall have executed and delivered to be performed or complied with by it on or prior to MKTE the MKTE Noncompetition Agreement, dated as of the Closing Date. (eg) Purchaser shall have executed and delivered to Seller the Note and the Security Agreement. (h) The representations form and warranties made by Purchaser herein or in any certificate substance of all statements, certificates, instruments, opinions, or other document documents or items delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Seller under this Agreement shall be true and correct satisfactory in all material respects, on reasonable respects to Seller and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by the Agreementtheir counsel.

Conditions Precedent to Seller's Obligation. The obligation of Seller Sellers to proceed with consummate the transactions contemplated hereby on the Closing is Date is, at the option of Sellers, subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)):: (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation Each of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date. (e) The representations and warranties made by of Purchaser herein or contained in any certificate or other document delivered pursuant to the provisions Section 5 hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, respects as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date, with the same force except for changes therein permitted or contemplated hereby. (b) Purchaser shall have performed and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct complied in all material respects with the covenants and provisions in this Agreement required herein to be performed or complied with by Purchaser between the date hereof and the Closing Date, including, without limitation, the full payment of the Bank Debt and termination of guarantees thereof by Sellers. (c) The cancellation of (i) the guaranty of the Sobrato Lease listed on Schedule 7(c) hereof and (ii) the existing $750,000 letter of credit securing the Sobrato Lease. (d) No action or proceeding shall have been instituted against Purchaser, Sellers, Company or any Subsidiary before any court or other governmental body, seeking to restrain or prohibit the consummation of the transactions contemplated hereby or to make the consummation of the transactions contemplated hereby illegal, which in the reasonable opinion of Sellers makes it inadvisable to consummate such transactions. (e) Sellers shall have received an opinion of Xxxxxxxx & Xxxxx, counsel for Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to Sellers and their counsel, to the effect set forth in Exhibit B hereto. (f) Sellers shall have received a certificate to the effect set forth in subsections (a) and (b) above, dated the Closing Date, signed by a duly authorized partner of Purchaser. (g) Sellers shall have received a certificate of a duly authorized partner of Purchaser, dated the Closing Date, setting forth the required consent of the partners of Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying that such consent was duly adopted and has not been rescinded or amended as of the Closing Date. (h) Sellers shall have received a solvency opinion and a valuation opinion, with the same force each in form and substance and from an independent firm or firms satisfactory to Sellers, stating that, after giving effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement, Company shall be solvent (as defined in applicable fraudulent conveyance statutes) and that the Agreementfair market value of the assets of Company exceeds its liabilities, respectively. (i) The requisite approval of the Japanese Ministry of Finance shall have been obtained and if Purchaser delivers to Sellers the HSR Notice, the waiting periods under the Xxxx-Xxxxx-Xxxxxx Act shall have expired. (j) Sellers shall have received the approval of their respective Boards of Directors of this Agreement and the transactions contemplated hereby; provided that if no Seller terminates this Agreement by December 27, 1996 pursuant to Section 17(c) hereof, this condition shall be deemed waived by Sellers.