Conditions to Partnership's Obligations Sample Clauses

Conditions to Partnership's Obligations. The Partnership's obligation to close is subject to satisfaction of each of the following conditions (any of which may be waived by the Partnership in its sole discretion):
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Conditions to Partnership's Obligations. The conditions precedent to Partnership’s, Existing Partners’ and Management LLC’s obligations at Closing referenced above are as follows, any or all of which may be expressly waived by the Existing Partners, at its sole option:
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Conditions to Partnership's Obligations. The obligations of Partnership to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions by Contributors on or before the Closing Date, except as Partnership may waive the same in writing:
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Conditions to Partnership's Obligations. The Partnership shall have no obligation to complete the Closing unless:
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Conditions to Partnership's Obligations. The obligation of the Partnership to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law): (c) the Selling Unitholder shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Selling Unitholder on or prior to the Closing Date; and
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Conditions to Partnership's Obligations. The Partnership's obligations under this Agreement are subject to the satisfaction or removal by the end of the Due Diligence Period (as defined below) of each of the following conditions, any or all of which may be removed only in writing by the Partnership, except the Partnership has agreed to make certain payments before the conditions are satisfied as set forth herein. With respect to the following conditions under Section 4.1, the Due Diligence Period is eighteen (18) months after the day on which the last party signs this Agreement. The conditions to the Partnership's obligations are: a. Authorization for execution of this Agreement in accordance with Section 3.2. b. The Riverboat Gaming Project, including both the Xxxxxx'x Operator's casino(s) and the Players Operator's casino(s), has opened for gaming business without restrictions on its operations (other than general restrictions applicable to all casinos in Missouri). c. The City has established tax increment financing pursuant to Section 2.8 If the conditions in Section 4.1(b) are not satisfied during the Due Diligence Period because of pending litigation, administrative proceeding, or unexpired appeal period, the Partnership may at its option extend the Closing Date until the period for appeal has expired or the litigation or administrative proceeding is resolved in a manner reasonably satisfactory to the Partnership. In the event all of the conditions set forth in this Section 4.1 are not satisfied or waived by the Partnership by written notice to City within the Due Diligence Period, the Partnership may by written notice to the City terminate this Agreement at any time during the Due Diligence Period or at any time thereafter prior to Closing. Subject to the first sentence of this paragraph, in the event all of the conditions set forth in this Section 4.1 are not satisfied or waived by the Partnership by written notice to City within the Due Diligence Period, the City may by written notice to the Partnership terminate this Agreement upon the expiration of the Due Diligence Period. Upon termination of this Agreement, both City and the Partnership shall be released and discharged from all further obligations under this Agreement, and neither City nor the Partnership shall be subject to any claim by the other for damages of any kind, except as provided in the next sentence. If the Partnership has paid to the City the Assessment prior to such termination, any balance then remaining in the Assessm...
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Conditions to Partnership's Obligations 
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Related to Conditions to Partnership's Obligations

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to Payment The obligation of Freddie Mac to pay any Transfer Amount and/or Return Reimbursement Amount and the obligation of the Trust to pay any Return Amount pursuant to Sections 2 and 3, respectively, shall be subject to the following conditions precedent: (a) receipt by the Indenture Trustee of the monthly “Reference Pool File” for the related Payment Date in accordance with the terms of the Indenture; (b) the Termination Date has not occurred as of any prior Payment Date; and (c) receipt by Freddie Mac and the Trust of a Payment Notification pursuant to Section 7.

  • Conditions to Company’s Obligations The obligations of the Company to issue and sell the Securities to each individual Purchaser and to perform its obligations under this Agreement with respect to such Purchaser are subject to the satisfaction by such Purchaser, on or before such Closing Date, of the following conditions: (a) The representations and warranties contained in Section 2.3 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date (in which case such representations and warranties shall be accurate on and as of such date), and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (b) Such Purchaser shall have performed and complied in all material respects with all agreements contained herein required to be performed or complied with by it prior to or at the Closing Date, and an authorized officer of such Purchaser shall have certified such compliance to the Company in writing on behalf of such Purchaser. (c) With respect to the purchase of the Contingent Shares, the Bank shall have been named by the FDIC as the winning bidder for the Acquisition of the Target Institution, and the conditions to the release of the aggregate Purchase Price to the Company from Escrow pursuant to the Escrow Agreement shall have been satisfied. (d) With respect to a purchase of only the Non-Contingent Shares, the Company shall notify the Escrow Agent and the respective Purchasers of the number of Non-Contingent Shares allocated to them and the conditions to the release of the Purchase Price for the Non-Contingent Shares from Escrow pursuant to the Escrow Agreement or otherwise shall have been satisfied. This notice shall be given within five (5) business days of the occurrence of the: (i) receipt of a Notice of Non-Qualification, (ii) receipt of a Notice of Higher Bid, (iii) the Company or the Bank determines not to submit a Bid or failed to submit a Bid, (iv) receipt of a Delay Notice or (v) failure of the Acquisition to close by April 30, 2010. (e) The Company shall not have been notified by the FDIC that the Company is subject to the FDIC Policy Statement with respect to the Acquisition of the Target Institution and that, as a result, any Purchaser hereunder will become subject to the FDIC Policy Statement solely as a result of the purchase of the shares of Convertible Preferred Stock hereunder, assuming the accuracy of each Purchaser’s representation, warranties and covenants.

  • Conditions to Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to the Company’s Obligations The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

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