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or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.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reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.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 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:
Sample 1
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.
Sample 1
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. (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 obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • 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 the Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Sellers in whole or in part to the extent permitted by applicable Law): (a) each of the representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects on and as of the date hereof and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), except that those representations and warranties that are qualified by materiality, Material Adverse Change or similar phrase shall be true and correct in all respects as of the date hereof and on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date) with the same force and effect as though made on and as of the Closing Date (or such earlier date), and Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (b) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Buyer, dated the Closing Date, to the foregoing effect; (c) all required consents, approvals and actions of, filings with and notices to any Governmental Body or any other Person set forth on Schedule 5.3(b) shall have been duly obtained, made or given and shall be in full force and effect; (d) Buyer shall have delivered, or caused to be delivered, to the Sellers all of the items set forth in Section 4.2(b); (e) at or prior to the Closing, Buyer shall have made arrangements, satisfactory to the Buyer in its sole discretion, to promptly pay the Cure Amount set forth on the Cure Schedule, so that the Contracts and Real Property Leases may be assumed by the Sellers and assigned to Buyer in accordance with the provisions of section 365 of the Bankruptcy Code; (f) at or prior to the Closing, Buyer shall have paid the Closing Cash Payment through an advance on the Sale Facility; (g) Buyer shall hold authorization to offer telecommunications services, if required, in each jurisdiction in which Sellers provide such services; or, in those States in which Non-Transferred Assets are located, Buyer shall know of no reason why it cannot obtain all such authorizations from State Regulatory Commissions in the Ordinary Course of Business; (h) The Sellers shall not have otherwise terminated this Agreement in accordance with the terms of Section 12.1; and (i) Buyer shall have provided Sellers with the Sale Facility on substantially the same terms and conditions (including priority of liens) as the DIP Facility.

  • 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 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 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: