Common use of CONDITIONS TO CLOSING BY THE PURCHASER Clause in Contracts

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (e) The Seller shall have delivered each of the items described in Section 3.2.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lans Holdings, Inc.), Asset Purchase Agreement (American Heritage International Inc.)

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CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in iri all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (e) The Seller shall have delivered each of the items described in Section 3.2.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rocky Mountain High Brands, Inc.), Asset Purchase Agreement (Rocky Mountain High Brands, Inc.)

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The board of directors of the Seller shall have approved this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. (d) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (de) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (ef) The Seller shall have delivered each of the items described in Section 3.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Language Access Network, Inc.)

CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (e) The Seller shall have delivered each of the items described in Section 3.23.02.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exactus, Inc.)

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CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions: (a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date. (b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date. (c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable. (d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements. (e) The Seller shall have delivered each of the items described in Section 3.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dollar Shots Club, Inc.)

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