Conditions to Buyer's Closing Sample Clauses

Conditions to Buyer's Closing. All obligations of Buyer hereunder are subject to fulfillment of the following conditions on or before the Closing Date:
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Conditions to Buyer's Closing. OBLIGATIONS Buyer’s obligation to close the Transaction is subject to the satisfaction of the following conditions:
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Conditions to Buyer's Closing. The (i) continued accuracy in all material respects of the representations and warranties set forth in Section 3.01 above, and (ii) the commitment by the Title Company, upon payment by Buyer of the premium therefore, to issue to Buyer a title insurance policy in the form called for by the Title Commitment, subject, however, to all matters to which the deed is subject in accordance with Section 5.02(a), shall be a condition precedent to the Buyer's obligation to close hereunder. If any representation or warranty set forth in Section 3.01 above shall not be correct in any material respect at or before closing, as may be determined by the certificate delivered from Seller to Buyer at closing as described in Section 5.02 or otherwise, or if the Title Company fails upon closing and payment of its premium to commit to issue a title policy to Buyer as above provided, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the parties shall have no further liability hereunder (except for the Continuing Obligations). Absent any such termination, upon closing hereunder the covenants, representations and warranties set forth in Section 3.01 above, as modified by the certificate delivered from Seller to Buyer at closing as described in Section 5.02, shall be deemed remade as of the date of closing hereunder. However, notwithstanding anything to the contrary herein, to the extent that any documents or information regarding the Seller or the Property are disclosed to Buyer or brought to Buyer's attention prior to closing, either orally or in writing, and Buyer nevertheless closes on purchase of the Property, Buyer shall be deemed to have accepted and to have waived any objection to or claim based on such documents or information. Furthermore, except with respect to any covenants, representations or warranties which are expressly to survive closing hereunder (if any), any and all covenants, representations and warranties contained in this Agreement shall merge in the deed delivered at closing and shall not survive closing hereunder.
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Conditions to Buyer's Closing. Buyer's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of Buyer and may be waived in writing by Buyer, without notice, liability or obligation to any Person):
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Conditions to Buyer's Closing. The continued accuracy in all material respects of the representations and warranties set forth in Section 3.01 above shall be a condition precedent to the Buyer's obligation to close hereunder. If any representation or warranty set forth in Section 3.01 above shall prove to be incorrect in any material respect at or before closing, Buyer may, as its sole remedy on account thereof, terminate this Agreement and receive a return of its Deposit, in which event the parties shall have no further liability hereunder, except as may be expressly provided herein upon termination, and except that if the reason any such representation or warranty is incorrect is that Seller failed to disclose known defects or other information necessary for such representation or warranty to have been correct at the time made, then Buyer shall be entitled to receive a reimbursement of all of its verifiable out-of-pocket costs incurred in connection with this Agreement up to an amount of $75,000.00. Absent any such termination, upon closing hereunder the covenants, representations and warranties set forth in Section 3.01 above, as modified by the certificate delivered from Seller to Buyer at closing as described in Section 5.04, as well
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Conditions to Buyer's Closing. Buyer's obligations under this Agreement are subject to the satisfaction or written waiver of the following conditions:
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Conditions to Buyer's Closing. Each of BUYERS obligations to purchase the Purchased Stock and to transfer and deliver the AJOL Stock under this Agreement are subject to the occurrence and fulfillment prior to the Closing Date of each of the following conditions:
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Conditions to Buyer's Closing. Subject to Buyer's acknowledgment in Section 4(E) hereof, all obligations of Buyer under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that Buyer may, in its sole discretion, waive any or all of such conditions in whole or in part:
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Conditions to Buyer's Closing. The sole conditions precedent to the Buyer's obligation to close hereunder shall be the (i) continued accuracy as of the Closing Date in all material respects of the representations and warranties set forth in Section 3.01 above, (ii) the performance by Seller in all material respects of its covenants and agreements contained in this Agreement to be performed or observed by Seller prior to or on the Closing Date, and (iii) the unconditional and irrevocable agreement in writing by the Title Company, upon payment by Buyer of the premium therefor, to issue to Buyer at Closing an ALTA Form B (1970, amended 10/17/70) extended coverage owner's title insurance policy, effective as of the date and time of the recordation of the Deed, insuring Buyer as owner of the Property with coverage in the amount of the Purchase Price (subject, however, to the Permitted Exceptions), together with all title endorsements requested by Buyer (and issued by the Title Company in a pro forma or title commitment delivered to Seller) prior to the Study Period Expiration Date. If any representation or warranty set forth in Section 3.01 above shall not be correct in any material respect at or before Closing, as may be determined by the certificate delivered from Seller to Buyer at closing (as described in Section 5.02) or otherwise, or if the Title Company fails upon closing and payment of its premium to commit to issue a title policy to Buyer as above provided, or if any other condition above is not satisfied, Buyer may, as its sole remedy
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Related to Conditions to Buyer's Closing

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

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