CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE Sample Clauses

CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to purchase the Business and the Transferred Assets and otherwise consummate the transactions that are to be consummated at the Closing are subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived by Buyer, in its sole discretion, in whole or in part):
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to purchase the Business and the Assets and otherwise consummate the transactions that are to be consummated at the Closing are subject to the satisfaction, as of the Closing Date, of the following conditions (any of which may be waived by Buyer, in its sole discretion, in whole or in part). The closing of the transactions contemplated by this Agreement notwithstanding violations hereof that do not give rise to the right of Buyer to refuse to close such transactions under the terms of Sections 9.1, 9.2, 9.3 and 9.6 shall not constitute a waiver of Buyer's rights under this Agreement in respect of any such violations.
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. 37 11.1 Accuracy of Representations and Warranties........... 38 11.2 Performance.......................................... 38 11.3
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the Closing shall be subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by Buyer, provided, however, that in the event that any or all of such conditions are waived, such waiver shall be for all purposes and not only for purposes of closing the transactions contemplated hereby, and the conditions so waived shall not serve as a basis for indemnification under Section 7.1 hereof.
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligation of Buyer to consummate this Agreement shall be subject to the following conditions, any one or more of which may be waived by Buyer: 10.1 Seller shall have delivered a Bill xx Bills of Sale for the Assets, in form and substance satisfactory to Buyer, free and clear from all liens, charges and encumbrances whatsoever. 10.2 Seller shall have obtained an Abstract of Title from the United States Coast Guard covering the Vessel. The Abstract of Title shall be dated as of a recent date prior to the Closing Date reasonably accepted to Buyer. Seller shall have delivered the original Abstract of Title and Certificate of Documentation for the Vessel to Buyer. 10.3 Seller shall have delivered to Buyer or shall have caused to be delivered to Buyer documentation in form and substance reasonably acceptable to Buyer and its legal counsel evidencing and providing for the satisfaction, termination, release and discharge of all mortgages, liens, claims and other encumbrances on, to or in the Assets except for the Preferred Mortgages dated May 28, 1992 granted by Seller to Henrx X. Xxxxx, Xxustee, securing indebtedness in the aggregate amount of $3,000,000 (the "Davix Xxxtgages"). 10.4 Seller and Buyer shall have entered into an agreement (the "Davix Xxxeement") with Henrx X. Xxxxx, Xxustee, whereby in consideration of Buyer's issuance to Henrx X. Xxxxx, Xxustee, of 150,000 unregistered shares of Buyer's Common Stock, Henrx X. Xxxxx, Xxustee, shall execute and deliver to Buyer documentation in form and substance reasonably acceptable to Buyer and its legal counsel evidencing and providing for the satisfaction, termination, release and discharge of (a) the Davix Xxxtgages referred to in Section 10.3 and described in the Abstract of Title for the M/V Star of Cincinnati referred to in Section 10.2 and (b) all indebtedness secured by the Davix Xxxtgages. The Davix Xxxeement shall be in form and substance reasonably acceptable to Seller and its legal counsel and also to Buyer and its legal counsel. The transactions and deliveries of documentation and shares of Buyer's Cornmon Stock under the Davix Xxxeement shall close and occur simultaneously with the closing of this Agreement. 10.5 Prior to the Closing of this Agreement, Seller shall have assigned to Buyer and Seller shall have caused Comerica Bank to have assigned to Buyer all of their respective rights, as insureds, loss payees or otherwise, in and to all insurance proceeds due or to become due with respect to ...
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The obligation of Buyer to consummate the transactions contemplated by this Agreement and the Related Agreements is subject to the satisfaction, or waiver by Buyer, at or before the Closing of all of the following conditions: (a) all of the representations and warranties made by Sellers in this Agreement other than the Fundamental Representations must be true and correct at and as of the date hereof and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of a specified date, in which case as of such date), except where the facts and circumstances resulting in the failure of such representations and warranties to be so true and correct (without giving effect to any Materiality Qualifiers set forth therein), do not constitute, individually or in the aggregate, a Material Adverse Effect; provided that the Fundamental Representations must be true and correct in all respects at and as of the date hereof and at and as of the Closing Date, as if made at and as of such time, except for de minimis inaccuracies; (b) each Seller must have performed and complied in all material respects with all of such Seller’s covenants, obligations and agreements in this Agreement (other than Section 4.6 and subject to the last sentence of Section 4.4(a)) to be performed and complied with at or before the Closing; (c) there shall not have occurred any Material Adverse Effect since the date of this Agreement; (d) each of Guarantor Employment Agreement, Key Person Employment Agreement and Restrictive Covenants Agreements have not been terminated, rescinded or revoked by Guarantor, either Seller or any other Person party thereto (other than Buyer or any of its Affiliates) and constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with its terms; (e) Seller must have delivered to Buyer or have caused to be delivered to Buyer each of the following documents at or before the Closing: (i) a certificate of a duly authorized officer of HK Seller, dated as of the Closing Date and executed by such officer, to the effect that, as to HK Seller, each of the conditions specified in Sections 2.2(a) (b) and (c) are satisfied in all respects (the “HK Seller Closing Certificate”); (ii) a certificate of US Seller, dated as of the Closing Date and executed by US Seller, to the effect that, as to US Seller, each of the conditions specified in Sections 2.2(a) (b) and (c) are satisfied in all respects (the “US Seller...
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CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE. The Obligations of Buyer under this Agreement are subject to the existence of the following conditions at Closing, except to the extent that any such condition may have been waived by Buyer pursuant to Section 15.
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Related to CONDITIONS TO OBLIGATIONS OF BUYER TO CLOSE

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • 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 Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction 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 the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Purchaser The obligation of Purchaser to consummate the Closing is subject to the satisfaction, or the waiver at Purchaser’s sole and absolute discretion, of all the following further conditions: (a) The Company shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) All of the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and as of the Closing Date as if made at and as of such date, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and provided that in each case in that to the extent such representation or warranty is made in ARTICLE IV only as of a specific date, such representation or warranty shall speak only as of such specific date. (c) Since the Agreement Date, no Company Material Adverse Effect shall have occurred and be continuing. (d) Purchaser shall have received a certificate signed by either the Chief Executive Officer or the Chief Financial Officer of the Company certifying that each of the conditions set forth in Sections 9.2(a), 9.2(b) and 9.2(c) have been satisfied. (e) Purchaser shall have received certificates signed by the corporate secretary of the Company and the Sellers, respectively, attaching and certifying to the accuracy of the following: (i) a copy of the memorandum and articles of association of the Company, certified as of a recent date by the Secretary of the Company, (ii) copies of the Company’s certificate of incorporation and certificates of incorporation on change of name; (iii) copies of resolutions duly adopted by the board of directors of the Company and the Seller authorizing this Agreement and the transactions contemplated hereby and thereby, (iv) signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Company and the Seller from each jurisdiction in which the Company and the Seller organized or is qualified to do business.

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • 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:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • 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.

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