Conditions to Obligations of Transferee Sample Clauses

Conditions to Obligations of Transferee. Operating Partnership and Parent. The obligations of each the Operating Partnership, the Transferee and the Parent under this Agreement to enter into and complete the Closing are subject to the following condition precedent:
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Conditions to Obligations of Transferee. The obligations of Transferee hereunder are subject to the fulfillment of all of the following conditions precedent unless such fulfillment is waived in writing by Transferee, subject to the limitations contained herein, as the case may be:
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Conditions to Obligations of Transferee. The obligations of Transferee hereunder to receive the Interests are subject to the fulfillment, at or before the Execution Date, of each of the following conditions (all or any of which may be waived in whole or in part by Transferee in its sole discretion).
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Conditions to Obligations of Transferee. In addition to any other conditions contained in this Agreement, the obligations of Transferee under this Agreement to acquire the Membership Interests and consummate the other transactions contemplated hereby shall be subject to the satisfaction of the following conditions on or before the Closing Date, as may be extended pursuant to this Agreement, except to the extent that any of such conditions may be waived by Transferee in writing at Closing.
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Conditions to Obligations of Transferee. The obligations of Transferee to be performed hereunder shall be subject to the satisfaction (or waiver by Transferee) on or before the Closing Date of each of the following conditions:
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Conditions to Obligations of Transferee. The obligations of Transferee to effect the Sale are subject to the satisfaction or waiver, at or before the Closing, of each of the following conditions, except to the extent that the failure of any such condition results in damage to Transferee that is fully compensable by monetary damages:
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Conditions to Obligations of Transferee. The obligation of Transferee to complete the closing of the transactions contemplated hereby on the Closing Date is, at its option, subject to the satisfaction of each of the following conditions:
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Conditions to Obligations of Transferee. ‌ The obligations of Transferee to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferee’s waiver, at or prior to the Closing, of each of the following conditions: 7.2.1. The representations and warranties of Transferor contained in Article 4 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the Closing Date with the same effect as though made at and as of such date. 7.2.2. Transferor shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. 7.2.3. No action shall have been commenced against Transferee or Transferor, which would prevent the Closing. 7.2.4. From the date of this Agreement, no event or events shall have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a material adverse effect on the Transferred Assets or Transferor’s ability to consummate the transactions contemplated by this Agreement. 7.2.5. Transferor shall have delivered to Transferee duly executed counterparts to the Transaction Documents and such other documents and deliveries set forth in Section 3.2.1. 7.2.6. Transferee shall have obtained all Permits that are necessary for it to operate the Transferred Assets as of the Closing Date, and all Permits included in the Transferred Assets shall have been modified to describe the obligations of Transferor and Transferee, respectively, as determined by Transferee in its sole discretion. 7.2.7. All Encumbrances relating to the Transferred Assets other than the Permitted Encumbrances shall have been released in full, and Transferor shall have delivered to Transferee written evidence, in form satisfactory to Transferee in its sole discretion, of the release of such Encumbrances. 7.2.8. Transferor shall have delivered to Transferee such other documents or instruments as Transferee reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. 7.2.9. Transferor shall have delivered its certification of the Transferred Assets Value as of the Closing Date.
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Conditions to Obligations of Transferee. The obligation of the Transferee to purchase the Shares is subject to the fulfillment or waiver by the Transferee of each of the following conditions on or before the Closing Date:
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Related to Conditions to Obligations of Transferee

  • Conditions to Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e): (a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect. (b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing. (c) Sellers shall have delivered, or caused to be delivered, to Purchaser: (i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) the Equity Registration Rights Agreement, duly executed by Parent; (iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto; (iv) an omnibus xxxx of sale, substantially in the form attached hereto as Exhibit P (the “Xxxx of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the Purchased Assets, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (v) an omnibus assignment and assumption agreement, substantially in the form attached hereto as Exhibit Q (the “Assignment and Assumption Agreement”), together with all other instruments of assignment and assumption that are necessary to transfer the Purchased Contracts and Assumed Liabilities to Purchaser, each in a form reasonably satisfactory to the Parties and duly executed by the appropriate Seller; (vi) a novation agreement, substantially in the form attached hereto as Exhibit R (the “Novation Agreement”), duly executed by Sellers and the appropriate United States Governmental Authorities; (vii) a government related subcontract agreement, substantially in the form attached hereto as Exhibit S (the “Government Related Subcontract Agreement”), duly executed by Sellers; (viii) an omnibus intellectual property assignment agreement, substantially in the form attached hereto as Exhibit T (the “Intellectual Property Assignment Agreement”), duly executed by Sellers; (ix) a transition services agreement, substantially in the form attached hereto as Exhibit U (the “Transition Services Agreement”), duly executed by Sellers; (x) all quitclaim deeds or deeds without warranty (or equivalents for those parcels of Owned Real Property located in jurisdictions outside of the United States), in customary form, subject only to Permitted Encumbrances, conveying the Owned Real Property to Purchaser (the “Quitclaim Deeds”), duly executed by the appropriate Seller; (xi) all required Transfer Tax or sales disclosure forms relating to the Transferred Real Property (the “Transfer Tax Forms”), duly executed by the appropriate Seller; (xii) an assignment and assumption of the leases and subleases underlying the Leased Real Property, in substantially the form attached hereto as Exhibit V (the “Assignment and Assumption of Real Property Leases”), together with such other instruments of assignment and assumption that are necessary to transfer the leases and subleases underlying the Leased Real Property located in jurisdictions outside of the United States, each duly executed by Sellers; provided, however, that if it is required for the assumption and assignment of any lease or sublease underlying a Leased Real Property that a separate assignment and assumption for such lease or sublease be executed, then a separate assignment and assumption of such lease or sublease shall be executed in a form substantially similar to Exhibit V or as otherwise required to assume or assign such Leased Real Property; (xiii) an assignment and assumption of the lease in respect of the premises located at 0000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, substantially in the form attached hereto as Exhibit W (the “Assignment and Assumption of Harlem Lease”), duly executed by Harlem; (xiv) an omnibus lease agreement in respect of the lease of certain portions of the Excluded Real Property that is owned real property, substantially in the form attached hereto as Exhibit X (the “Master Lease Agreement”), duly executed by Parent; (xv) [Reserved]; (xvi) the Saginaw Service Contracts, if required, duly executed by the appropriate Seller; (xvii) any easement agreements required under Section 6.27(c), duly executed by the appropriate Seller; (xviii) the Subdivision Master Lease, if required, duly executed by the appropriate Sellers; (xix) a certificate of an officer of each Seller (A) certifying that attached to such certificate are true and complete copies of (1) such Seller’s Organizational Documents, each as amended through and in effect on the Closing Date and (2) resolutions of the board of directors of such Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Seller is a party, the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements and the matters set forth in Section 6.16(e), and (B) certifying as to the incumbency of the officer(s) of such Seller executing this Agreement and the Ancillary Agreements to which such Seller is a party; (xx) a certificate in compliance with Treas. Reg. §1.1445-2(b)(2) that each Seller is not a foreign person as defined under Section 897 of the Tax Code; (xxi) a certificate of good standing for each Seller from the Secretary of State of the State of Delaware; (xxii) their written agreement to treat the Relevant Transactions and the other transactions contemplated by this Agreement in accordance with Purchaser’s determination in Section 6.16; (xxiii) payoff letters and related Encumbrance-release documentation (including, if applicable, UCC-3 termination statements), each in a form reasonably satisfactory to the Parties and duly executed by the holders of the secured Indebtedness; and (xxiv) all books and records of Sellers described in Section 2.2(a)(xiv). (d) The UAW Collective Bargaining Agreement shall have been ratified by the membership, shall have been assumed by the applicable Sellers and assigned to Purchaser, and shall be in full force and effect. (e) The UAW Retiree Settlement Agreement shall have been executed and delivered by the UAW and shall have been approved by the Bankruptcy Court as part of the Sale Approval Order. (f) The Canadian Operations Continuation Agreement shall have been executed and delivered by the parties thereto in the form previously distributed among them.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to effect the Merger are subject to the satisfaction of, or waiver by the Company, on or prior to the Closing Date of the following additional 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 the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • 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 Obligations of Seller The obligations of Seller 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 Seller):

  • Conditions to Obligations of the Seller The obligations of the Seller 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 Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions: