Conditions Precedent to the Obligations of Both Parties Sample Clauses

Conditions Precedent to the Obligations of Both Parties. The obligations of Purchaser and a Seller, or the Sellers, as applicable, to consummate the Purchase of a Tranche of Projects shall be subject to the satisfaction of each of the following conditions precedent for such Tranche:
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Conditions Precedent to the Obligations of Both Parties. The respective obligations of each party to this Agreement to effect the Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing:
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Conditions Precedent to the Obligations of Both Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 2.3 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.
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Conditions Precedent to the Obligations of Both Parties. The obligation of the Seller and the Purchaser to effect Closing is conditional upon fulfillment or waiver of the following conditions precedent (opschortende voorwaarden) (the “Conditions”): (a) No statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Shares or the operations of the Group after Closing having been proposed, enacted or taken by any Governmental Instrumentality. (b) All Governmental Authorizations, required under any and all applicable laws for the sale and purchase of the Shares and to give effect to the transactions contemplated hereunder being obtained or made in respect of the transfer of the Shares on the terms set out in this Agreement (such approval to be upon such terms which are satisfactory to the Purchaser and the Seller in their reasonable discretion). (c) No order or injunction shall have been issued by any court of competent jurisdiction or any competent Governmental Instrumentality prohibiting Closing, or imposing material penalties or restrictions on either party if Closing is affected. (d) The Purchaser and the Seller having executed and closed the IP Purchase Agreement, which agreement will ensure a complete and effective transfer to the Purchaser of the ownership of all intellectual property rights, including but not limited to all copyrights (auteursrechten) to the software, held by Seller, Diginotar, Diginotar Notariaat and Diginotar Technologie B.V. (e) The key employees having agreed to enter into employment agreements with the relevant Company, which employment agreements will be as agreed by the Purchaser and substantially in a form as attached hereto as Schedule 4.1(e).
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Conditions Precedent to the Obligations of Both Parties. The obligations of each of the parties to this Agreement are subject to fulfillment at or prior to the Closing Date of each of the following conditions, but compliance with or occurrence of any one or more of such conditions precedent (other than the conditions set forth in Section 4.1(a)) may be waived by the parties in writing.
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Conditions Precedent to the Obligations of Both Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The filings of Buyer and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (c) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 2.4 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.4, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked. (d) The Reorganization shall have been completed.
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Conditions Precedent to the Obligations of Both Parties. The obligation of Seller and Purchaser to effect the Closing is conditional upon fulfillment or waiver of the following conditions precedent ("opschortende voorwaarden") ("CONDITIONS"): (a) The works council of the Company, pursuant to the Dutch Works Councils Act ("Wet op de Ondernemingsraden"), having issued either (i) an unconditional positive written advice with respect to the transactions contemplated in this Agreement, (ii) a positive conditional written advice with respect to such transactions, with conditions acceptable to the Parties or (iii) a negative or neutral or no advice whereby the works council of the Company waives the statutory one month waiting period as stated in article 25 paragraph 6 of the Dutch Works Councils Act; (b) The notifications to and consultations with the trade unions and the SER Merger Committee pursuant to the Dutch Merger Code ("SER-Fusiecode") having been completed and objections and/or queries from the trade unions concerned, if any, having been dealt with; (c) No statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Shares or the operations of the Company after Closing having been proposed, enacted or taken by any Governmental Authority; (d) No order or injunction having been issued by any court of competent jurisdiction or any competent Governmental Authority prohibiting the Closing, or imposing material penalties or restrictions on either Party if the Closing is effected, and no litigation, seeking the issuance of such an order or injunction, with respect to which there is in the reasonable judgment of either of the Parties a reasonable likelihood of success, be pending or threatened; and (e) Any and all outstanding intercompany loans up to April 2, 2004 owed by the Company to any CTG group company, or owed by any CTG group company to the Company up to April 2, 2004 including the amounts that Seller is going to pay for the transfer of the 1997 Pension Plan as set forth in article 6.2 (b) at a later date, having been set off and any and all remaining balance of said loans having been waived by the relevant Party.
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Conditions Precedent to the Obligations of Both Parties. The obligations of each of the Purchaser and the Company under this Agreement are conditioned upon the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:
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Conditions Precedent to the Obligations of Both Parties. (a) Notwithstanding anything herein contained, the obligations of each of the City and the Developer to complete the transaction contemplated under this Agreement shall be subject to the fulfillment of the following conditions precedent on or before the signing of this agreement, or such later date as to which the Parties may mutually agree in writing, and each of the Parties covenants to use is best efforts to ensure that such conditions are fulfilled: (i) approval by the appropriate approving authority of the re-zoning of the Subdivision; and (ii) approval by the appropriate approving authority of the Plan of Subdivision and registration of the transform approval certificate with respect to the Plan of Subdivision under the Saskatchewan Land Titles System with Information Services Corporation of Saskatchewan. (b) The foregoing are conditions precedent for the mutual benefit of both Parties and may be waived in whole or in part only if both Parties waive them in whole or in part and where the conditions precedent are waived in part, they shall have been waived in part to the same extent by both Parties.
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Related to Conditions Precedent to the Obligations of Both Parties

  • 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 Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • 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 Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • 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 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 Obligations of Purchaser The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each 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 items provided for in Section 4.6; (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); (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) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

  • 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 OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

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