Common use of Conditions Precedent to Seller’s Obligations Clause in Contracts

Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject to, at Seller's option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Venturi Technologies Inc), Purchase and Sale Agreement (Venturi Technologies Inc), Purchase and Sale Agreement (Venturi Technologies Inc)

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Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject tosubject, at the option of Seller's option, to the fulfillment of each of the following conditions at or prior to the Closing, and Purchaser shall use exert its best efforts to cause each such condition to be so fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Flotek Industries Inc/Cn/), Asset Purchase Agreement (Flotek Industries Inc/Cn/), Purchase and Sale Agreement (Pennichuck Corp)

Conditions Precedent to Seller’s Obligations. All obligations The obligation of Seller at to consummate the Closing are is subject to, at to the satisfaction (or waiver by Seller's option, each ) as of Closing of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilledconditions: 11.1 All (i) Each of the representations of and warranties made by Purchaser contained in this Agreement or the related documents shall be true and correct in all material respects when made and on and as of the ClosingClosing Date as though such representations and warranties were made on and as of the Closing Date. 11.2 All duties (ii) Seller shall have received all of the deliveries required by this Agreement to be performed by Purchaser at or before the Closing shall be performedunder Article 8(B).

Appears in 2 contracts

Samples: Sale Purchase Agreement (Five Star Quality Care Inc), Sale Purchase Agreement (Ilm Ii Senior Living Inc /Va)

Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject to, at Seller's option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Venturi Technologies Inc), Purchase and Sale Agreement (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. All obligations of Seller Sellers at the Closing are subject to, at Seller's Sellers' option, each of the following conditions at or prior to the Closing, and Purchaser shall use its their best efforts to cause each condition to be fulfilled: 11.1 12.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 12.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Venturi Technologies Inc), Purchase and Sale Agreement (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. All obligations of Seller Sellers at the Closing are subject to, at Seller's Sellers option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 10.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 10.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Purchase and Sale of Stock Agreement (Patient Portal Technologies, Inc.)

Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject tosubject, at the option of Seller's option, to the fulfillment of each of the following conditions at or prior to the Closing, and Purchaser Seller and Buyer shall use its best exert all commercially reasonable efforts to cause each such condition to be so fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Mutual Confidentiality Agreement

Conditions Precedent to Seller’s Obligations. All obligations of Seller to consummate the Closing shall be subject, at the Closing are subject tooption of Seller (except with respect to FTC Approval), at Seller's option, to fulfillment of each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Sales Agreement (Donna Karan International Inc)

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Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject to, at Seller's option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 12.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 12.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. All The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing are subject toClosing, at Seller's option, each of the following conditions at or prior to the Closingcondition, and Purchaser which may be waived in writing by Seller: Buyer shall use its best efforts to cause each condition to be fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as have delivered all of the Closing. 11.2 All duties documents required under Section 6.2 and each of Buyer Parent and Buyer shall have otherwise performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Purchaser them prior to or at or before the Closing shall be performedClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (WPP PLC)

Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject to, at Seller's option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 14.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. All obligations of Seller at the Closing are subject to, at Seller's option, each of the following conditions at or prior to the Closing, and Purchaser shall use its best efforts to cause each condition to be fulfilled: 11.1 14.1 All representations of Purchaser contained in this Agreement or the related documents shall be correct when made and as of the Closing. 11.2 14.2 All duties required by this Agreement to be performed by Purchaser at or before the Closing shall be performed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Venturi Technologies Inc)

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