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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE Sample Clauses

CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to consummate the transactions that are to be consummated at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions (any of which may be waived by Purchaser in whole or in part):
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. Purchaser’s obligation to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver (in Purchaser’s sole discretion), prior to or at the Closing, of each of the following conditions: (a) All of the covenants and agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all material respects. (b) The representations and warranties of Seller set forth in Section 5.1 and Section 5.2 shall be true and correct as written (in each case after giving effect to the lead in to Article V) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties speak of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, (other than such failures to be true and correct as are de minimis). Each of the representations and warranties of Seller contained in Article V shall be true and correct as of the Closing Date as though made on and as of the Closing Date, except (1) that those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date; and (2) where the failure of such representations and warranties in the aggregate to be so true and correct has not had, and would not reasonably be likely to have, a Material Adverse Effect (disregarding for purposes of this clause (2) any qualification in the text of the relevant representation or warranty as to materiality or Material Adverse Effect). (c) Purchaser shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Seller by an appropriate officer of Seller certifying that the conditions specified in Section 10.3(a) and Section 10.3(b), to the extent applicable to Seller, have been satisfied.
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to close the transaction contemplated hereby is subject to the satisfaction of the following conditions: A. Purchaser shall have the right to conduct such inspections and investigations of the Assets as Purchaser deems necessary. In the event that Purchaser, in its sole discretion, determines that the purchase contemplated herein is not in its best interest, Purchaser shall have the right to cancel this Agreement and this Agreement shall be null and void and of no further force or effect. B. It is agreed that Seller shall deliver marketable title to the Assets. Closing shall constitute Purchaser’s full approval and acceptance of title. It is agreed that Seller will provide to Purchaser all log reports, geological reports, production runs and other data and information in Seller’s possession.
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to consummate the transactions contemplated by this Agreement and to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) The representations and warranties set forth in Section 4.1 above shall be demonstrated to have been true and correct in all material respects at and as of the Closing Date; (b) Seller and the Selling Shareholders shall have performed and complied with all of their covenants required to be performed hereunder prior to the Closing, if any, in all material respects; (c) No action, suit, or Legal Proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own, operate, or control any of the Purchased Assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (d) Selling Shareholders shall have delivered to Purchaser a certificate (without qualification as to Knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 6.1(a)-(c) is satisfied in all respects; (e) The Selling Shareholder Employment Agreements shall have been fully executed and delivered to the applicable Parties; (f) The Purchaser Employment Agreements shall have been fully executed and delivered to the applicable Parties; (g) The Lock-Up Agreements shall have been fully executed and delivered to the applicable Parties; (h) Purchaser shall have satisfied itself, that all the information provided to Purchaser is true and accurate, and that since the date hereof no changes have occurred, which have resulted in, or in the opinion of Purchaser may result in, a Material Adverse Effect change in the Purchased Assets; and (i) Seller and the Selling Shareholders shall have obtained all consents and approvals, made all filings and registrations, and delivered all notices, including third-party consents and approvals, and authorizations and approvals of governments and governmental agencies necessary or as may be required in connection with the transactions contemplated by this Agreement. Purcha...
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. Section 7.1 Accuracy of Representations and Warranties........... 13 Section 7.2 Performance.......................................... 13 Section 7.3
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the additional following conditions: (a) Seller shall have performed in all material respects its agreements contained in this Agreement required to be performed at or prior to the Closing Date, and the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the date of this Agreement and at and as of the Closing Date as if made on and as of such date or time, except as contemplated or permitted by this Agreement, and Purchaser shall have received a Certificate of the Chief Executive Officer and Chief Financial Officer of Seller to that effect; (b) Purchaser shall have received an opinion addressed to Purchaser from Xxxxxx & Efron, P.A., or other legal counsel selected by Seller and reasonably satisfactory to Purchaser, dated as of the Closing date, substantially in the form set forth in Exhibit D hereto; (c) Seller shall have executed and delivered bills of sale assignments, consents to assignment and transfer, waivers of liens and other documents of title and related documents as Purchaser shall reasonably request, in any event sufficient to convey to Purchaser good and marketable title to all the Assets free and clear of all liens, charges, claims and encumbrances of any nature whatsoever, other than the liens, claims and encumbrances set forth on Disclosure Schedule 4.4(c) (the "Permitted Liens"); (d) Seller and Xxxxxx Xxxxxxxx, L.L.P., as Escrow Agent, shall have executed and delivered to Purchaser an Escrow Agreement substantially in the form set forth in Exhibit B hereto; (e) Purchaser shall be reasonably satisfied that the key employees of Seller identified on Disclosure Schedule 4.4(e) are willing to become employed by Purchaser on terms and conditions acceptable to Purchaser and as generally described on Disclosure Schedule 4.4(e); (f) Seller and the key employees of Seller listed on Disclosure Schedule 4.4 (f) hereto shall have executed and delivered to Purchaser Noncompetition Agreements in substantially the form of Exhibit E hereto; (g) Seller and its officers, directors and key employees shall have executed and delivered to Purchaser such other certificates and other similar documents as Purchaser shall reasonably request; (h) Purchaser shall have raised at least Thirty Million ($30,000,000) Dollars from the sale ...
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligations of Purchaser to close the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion): (A) Purchaser shall have received a certificate, dated the Closing Date, of the Secretary of the Company, certifying as to the incumbency of the officers of the Company executing this Agreement, the validity and effect of the resolutions of the directors of the Company authorizing and approving this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, the validity and effect of the Certificate of Incorporation and Bylaws of the Company, and such other matters as Purchaser or its counsel may reasonably request. (B) The Company shall have delivered to Purchaser a certificate, dated as of a recent date, from the Secretary of State of the State of Delaware certifying that the Company is duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence at such date.
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to effect the closing of the transactions contemplated by this Agreement is subject to the satisfaction prior to or at the Closing of the following conditions:
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CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE. The obligation of Purchaser to close under this Agreement shall, unless waived in writing by Purchaser, be subject to the satisfaction on or before the Closing Date of each of the following conditions, and the Stock Sellers, the Company, and GSSWD shall use their reasonable efforts to cause each such condition to be so satisfied.
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Related to CONDITIONS TO OBLIGATION OF PURCHASER TO CLOSE

  • Conditions to Obligation of Purchaser The obligation of Purchaser to purchase and pay for the Acquired Assets is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all 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 tenant estoppel certificates required under Section 7.2 and the documents and other items provided for in Section 10.3. (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). For the avoidance of doubt, the representations and warranties contained in Subsections 8.1 (f) and (g) may be modified at Closing to reflect changes in the identity of the Tenants and the Leases (that are not in violation of the operating covenants set forth in Section 7.1 above), notices received from any Tenant that it is terminating its Lease, vacating its premises, or filing for bankruptcy, any Tenant defaults between the date hereof and Closing, and any changes in the Service Contracts (in accordance with the operating covenants set forth in Section 7.1 above), and any defaults by the service providers thereunder. (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) At or prior to Closing, the Title Company shall be prepared, or First American Title Insurance Company’s National Office shall be prepared if the Title Company is not so prepared, to irrevocably commit to issue to Purchaser a standard Pennsylvania basic owner’s title insurance policy (without regard to any endorsements required by Purchaser or its lender) in the amount of the Purchase Price with respect to the Property pursuant to a marked-up title commitment or a pro-forma policy effective as of the Closing Date, subject only to Permitted Exceptions and the standard printed exceptions on such policy, upon the fulfillment by Seller and Purchaser of the Schedule B, Section I requirements, and the payment by Purchaser of the requisite premium. Seller shall have the right to arrange for First American Title Insurance Company’s National Office to become involved in such title decisions. (e) Closing shall simultaneously take place between KPG Purchasers and M-C Sellers under all of the Other P&S Agreements, unless such failure to close thereunder is due to the bad faith and intentional acts of Purchaser or any KPG Purchaser intended to impede Closing or a breach of any material covenant of Purchaser under this Agreement or any KPG Purchaser under the other P&S Agreements of which it is a party. If the conditions precedent to Closing under this Section 9.1 are not satisfied or waived by Purchaser on or before Closing, Purchaser shall have the right to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit and interest earned thereon and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other hereunder.

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true when made and at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) Buyer shall have received a certificate signed by an officer of Seller to the foregoing effect; (b) all consents of third parties required by the agreements listed in Section 10.02(b) of the Disclosure Schedule shall have been obtained; (c) all governmental licenses, authorizations, permits, consents and approvals required to carry on the Business as now conducted shall have been transferred to or otherwise obtained by Buyer on or before the Closing Date, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received all documents it may reasonably request relating to (i) the existence of Seller and its Subsidiaries (including the Purchased Subsidiaries) and (ii) the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and (e) The proceeds of the Debt Financing shall have been received by Buyer, or shall be fully available to Buyer, on substantially the terms and conditions set forth in the Debt Commitment Letter (including after giving effect to any changes pursuant to the “market flex” provisions thereof); provided that Buyer shall not be entitled to assert the failure of the condition set forth in this Section 10.02(e) if the failure of the Debt Financing to be consummated has resulted solely from the failure of the Equity Financing to be consummated.

  • Conditions to Obligations of Purchaser The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Obligation to Close (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. The obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

  • 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 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 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:

Most Referenced Clauses

Most Referenced Definitions