Conditions Precedent to the Obligation of Purchaser Sample Clauses

Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on or prior to the Closing Date, of each of the following conditions precedent: (a) Sellers shall have complied in all material respects with their agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Sellers contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate from Sellers' Agent, dated as of the Closing Date and signed by Sellers' Agent, certifying as to the fulfillment of the conditions set forth in this Section 11.1(a) ("Sellers' Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock or the assets of the Station. (c) All applicable waiting periods under the H-S-R Act shall have expired or been terminated. (d) All consents and/or agreements identified on Schedule 5.2p shall have been received. (e) The Final Order approving the applications for transfer of control of the FCC Licenses and the approval of the Company's application for renewal of the FCC Licenses shall have been obtained. All the material conditions contained in the Final Order required to be satisfied on or prior to the Closing Date shall have been duly satisfied and performed. Notwithstanding the foregoing, if the consent of the FCC is conditional or qualified in any manner that has a material adverse effect on Purchaser, Purchaser may, nevertheless, in its sole discretion, require the consummation of the transactions contemplated by this Agreement, but shall not be required to do so; provided, however, that if the consent of the FCC includes a condition to the effect that Closing cannot occur until after grant of the application for renewal of the FCC Licenses, such condition will not be deemed to have a material adverse effect on Purchaser. (f) Sellers shall have delivered to Purchaser at the Closing each document required by Sec...
Sample 1See All (5)
Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment on or prior to the Closing Date of each of the following conditions, any one or more of which (to the extent permitted by Law) may be waived by Purchaser:
Sample 1Sample 2Sample 3See All (4)
Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to purchase the Purchased Shares from Company is subject, at the option of Purchaser acting in accordance with the provisions of Section 11 with respect to termination of this Agreement, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Purchaser (unless the non-fulfillment of any condition is the result of the action or inaction of Purchaser):
Sample 1Sample 2
Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the purchase of the Assets from Seller shall be subject to the fulfillment, or the written waiver by Purchaser, at or prior to the Closing, of each of the following conditions precedent:
Sample 1Sample 2
Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver, on, or prior to the Closing Date, of each of the following conditions precedent: (a) Seller shall have complied in all material respects with his agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except that representations and warranties that were made as of a specified date shall continue on the Closing Date to have been true as of the specified date, and Purchaser shall have received a certificate from Seller, dated as of the Closing Date and signed by Seller, certifying as to the fulfillment of the conditions set forth in this Section 11.1(a) ("Seller's Bring-Down Certificate"). (b) No statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby, and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock.
Sample 1
Conditions Precedent to the Obligation of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment or waiver on or prior to the Closing Date of each of the following conditions precedent: (a) As of the Closing Date, Seller shall have complied in all material respects with its agreements and covenants contained herein to be performed at or prior to the Closing, and the representations and warranties of Seller contained herein are true and correct in all material respects on and as of the Closing Date; and (b) no statute, rule or regulation, or order of any court or administrative agency shall be in effect which restrains or prohibits Purchaser from consummating the transactions contemplated hereby, and no action or proceeding shall be pending wherein an unfavorable ruling would affect any right to own the Stock; and (c) the consent of DaimlerChrysler Services North America LLC to the transaction shall have been received; and (d) Seller shall have delivered to Purchaser at the Closing each item and document required by Section 6.1 hereof.
Sample 1
Conditions Precedent to the Obligation of Purchaser. All obligations of Purchaser to be discharged under this Agreement at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions (unless expressly waived in writing by Purchaser at any time at or prior to the Closing):
Sample 1
Conditions Precedent to the Obligation of Purchaser. Seller shall issue and deliver to Purchaser a Stock Certificate (receipt of which is hereby acknowledged) for 50,000 shares of Common Stock in Seller. Said Stock Certificate shall be signed by the President of the company and countersigned by the Clerk of the company and shall be absolute evidence of Purchaser's ownership in and to the 50,000 shares represented therein, which Shares are fully paid and non assessable.
Sample 1

Related to Conditions Precedent to the Obligation of Purchaser

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser under this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its discretion):

  • 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 the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing Date is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER 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 the following express conditions precedent:

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is 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 in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Loan (a) As a condition precedent to the borrowing of the Loan hereunder, the Lender must receive the following from the Borrower in form reasonably satisfactory to the Lender and, except for items (i) and (ii) below, dated as of the date of the borrowing of the Loan (it being agreed that the forms delivered to the Administrative Agent under the Incorporated Agreement, with such changes as are appropriate to refer to this Agreement, are satisfactory to the Lender): (i) this Agreement duly executed and delivered on behalf of the Borrower; (ii) if requested by the Lender at least two Business Days prior to the borrowing of the Loan, a promissory note as contemplated in Paragraph 1(d) above; (iii) a certificate signed by any Authorized Officer or Secretary or Assistant Secretary of the Borrower stating that as of the date of the borrowing of the Loan no Event of Default or Potential Default shall exist and that the representations and warranties contained in Paragraph 3 of this Agreement are true and correct on such date (including, without limitation, those incorporated herein); (iv) copies of the Certificate of Incorporation of the Borrower, together with all amendments, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware; (v) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, of its By-Laws and its Board of Directors’ resolutions, authorizing the execution, delivery and performance of the this Agreement and the Loan Documents; (vi) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to sign any other documents and notices in connection with this Agreement and to make borrowings under this Agreement (on which the Lender shall be entitled to rely until informed of any change in writing by the Borrower); (vii) a written opinion of the Borrower’s counsel, Jones Day, addressed to the Lender; (viii) a notice of borrowing (in the form of Exhibit C hereto); (ix) each representation and warranty set forth or referred to in Section 3 below shall be true and correct in all material respects as if made on the date of such borrowing; and (x) no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

Most Referenced Clauses

Most Referenced Definitions