Conditions Precedent to the Obligation of Purchaser to Close Sample Clauses
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing of the following conditions, any one or more of which may be waived by it to the extent permitted by law:
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to complete the Initial Closing with respect to the First Note and the Second Closing with respect to the Second Note are subject to the fulfillment on or prior to the Initial Closing Date or the Second Closing Date, as applicable, of all of the following conditions, any one or more of which may be waived by Purchaser in writing and in its sole discretion:
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions:
(i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement.
(ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination.
(iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance.
(iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto.
(v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period.
(vi) Seller shall have performed and ...
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of the Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing of all of the conditions set forth below in this section 4.
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the applicable Aircraft pursuant to this Agreement is subject to the fulfillment on or prior to the applicable Closing of the following conditions, any one or more of which may be waived by it in writing:
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the Property or to otherwise effect the transactions contemplated by this Agreement on the Closing Date is subject, at the option of Purchaser, to the satisfaction or fulfillment, on or prior to the Closing Date (or earlier if indicated below), of all the following conditions precedent to the Closing:
(a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
(b) All the terms, conditions and covenants to be complied with and performed by Seller, on or prior to the Closing Date, shall have been complied with or performed in all material respects.
(c) The Property shall not have been adversely affected in any material way as a result of fire, hurricane, tornado, storm, condemnation, expropriation, or other casualty or act of God and there shall have been no other changes in the Property since the date of this Agreement that would have a material adverse effect on the value of the Property.
(d) The Title Insurance Company is willing, ready and able to close following compliance with all of the terms, conditions and covenants of this Agreement by the Seller.
(e) The consummation of the transactions contemplated by the Other Agreement shall have taken place immediately prior to Closing hereunder, or Escrow shall be prepared to consummate the transactions under the Other Agreement immediately after Closing hereunder. In the event that the foregoing condition is not satisfied on or before the Closing Date, Buyer’s and Seller’s respective sole remedy shall be to terminate this Agreement.
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the trans actions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all of the conditions set forth below in this ARTICLE X.
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the Purchased Assets or to otherwise effect the transactions contemplated by this Agreement on the Closing Date is subject, at the option of Purchaser, to the satisfaction or fulfillment, on or prior to the Closing Date, of all of the following conditions precedent to the Closing:
8.1. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date.
8.2. All the terms, conditions, and covenants to be complied with and performed by Seller on or prior to the Closing Date shall have been complied with or performed in all material respects.
8.3. Purchaser shall have received on the Closing Date a certificate dated the Closing Date signed on behalf of Seller by its Chief Executive Officer, President, or a Vice President stating that (a) the representations and warranties of Seller set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.5 hereof are in all material respects true, correct, and accurate as of the Closing Date, and (b) all of the covenants set forth in this Agreement to be performed by Seller on or prior to the Closing Date have been performed in all material respects.
Conditions Precedent to the Obligation of Purchaser to Close. The ------------------------------------------------------------ obligations of PURCHASER under this AGREEMENT are subject to the fulfillment or satisfaction, prior to or at the CLOSING, of each of the following conditions:
Conditions Precedent to the Obligation of Purchaser to Close. 6.1 Representations, Warranties and Covenants