Conditions to Performance by Purchaser Sample Clauses

Conditions to Performance by Purchaser. Unless each of the following conditions are satisfied or waived in writing by Purchaser, Purchaser shall not be obligated to purchase the Purchased Assets, assume the obligations of Seller under the Assumed Liabilities or otherwise effect the transactions contemplated by this Agreement: 7.1.1 The representations and warranties of Seller and Parent contained in this Agreement shall be true and correct in all material respects as at the date of this Agreement and as at the actual date of the Closing (as if each were made at such time) subject to any transactions or changes which have occurred in the ordinary course of the Business after the date of this Agreement or have taken place after the date of this Agreement which are expressly permitted by this Agreement. 7.1.2 Seller shall have complied in all material respects with all of the covenants and agreements contained in this Agreement to be performed by it at or prior to the Closing Date. 7.1.3 At the time fixed for Closing Date there is no pending or threatened claim, action, litigation or proceeding, either judicial or administrative for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or its consummation is improper. 7.1.4 Purchaser shall have completed its due diligence review of the Business and Purchased Assets to the extent desired by Purchaser. If Purchaser is not satisfied with its due diligence review prior to August 31, 2005, Purchaser may terminate this Agreement, without liability or obligation to Seller, by delivery of written notice to Seller on or prior to August 31, 2005 and the Escrow Funds shall be returned to Purchaser. After August 31, 2005, Purchaser’s due diligence termination right is of no further force and effect and the Escrow Funds will be subject to the provisions of Section 2.1.1.
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Conditions to Performance by Purchaser. Purchaser's obligation to perform under this Agreement is hereby made expressly contingent and conditional upon the occurrence, fulfillment, satisfaction or performance of the conditions set forth in Section 5.2.1 and 5.2.2 on or before September 6, 1996 ("the Property Inspection Period Termination Date") the condition set forth in Section 5.2.3 on or before September 13, 1996, (the "Environmental Inspection Period Termination Date") and the condition set forth in 5.2.4 on or before September 13, 1996 ("the Title and Survey Inspection Period Termination Date") (such conditions hereinafter called "Purchaser's Conditions") (hereinafter collectively referred to as the "Inspection Period Termination Date") (the period beginning with the Effective Date and ending with the Inspection Period Termination Date being hereinafter referred to as the "Inspection Period").
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Conditions to Performance by Purchaser. The obligation of Purchaser to consummate the Closing is subject to the fulfillment of each of the following conditions (unless waived by Purchaser in accordance with Section 12.4): 8.1.
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Conditions to Performance by Purchaser. Consummation of the transactions contemplated by this Agreement is contingent upon each of the following:
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Conditions to Performance by Purchaser. Purchaser's obligation to perform under this Agreement is hereby made expressly contingent and conditional upon the occurrence, fulfillment, satisfaction or performance of each of the following conditions (hereinafter called "Purchaser's Conditions") on or before a date thirty (30) days after the date of this Agreement (herein called "Purchaser's Contingency Expiration Date"):
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Conditions to Performance by Purchaser. (a) Purchaser's obligations under this Contract shall be contingent and specifically conditioned until the Closing upon the following matters: (1) All of the representations and warranties of Seller set forth in this Contract shall be true and correct at and as of the Closing in all respects, as though such representations and warranties were made at and as of the Closing; (2) Seller shall have delivered, performed, observed and complied with all of the items, instruments, documents, covenants, agreements and conditions required by this Contract to be delivered, performed, observed and complied with by Seller prior to or as of the Closing; (3) Seller shall not be in receivership or dissolution, nor have made any assignment for the benefit of creditors, nor admitted in writing its inability to pay its debts as they mature, nor have been adjudicated a bankrupt, nor have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States of America or any state, nor shall any such petition have been filed against it; and (4) That certain Amendment Number Fifteen to Consolidated, Amended and Restated Loan and Security Agreement (the "AMENDMENT") shall have been executed by Seller and the Obligors and shall have been delivered by Seller and the Obligors to the Title Company to hold in escrow pending the Closing, and the Obligors shall have consented in writing to the purchase of the Loan and the Loan Documents by Purchaser, which consent shall be evidenced by the Obligors' execution of this Contract. Purchaser has reviewed and is familiar with the terms, conditions and provisions of the Amendment and the side letter between Obligors and Seller dated as of the date of this Contract (the "SIDE LETTER"), and hereby consents to the Amendment and the Side Letter and the execution thereof. Seller and Purchaser hereby agree that anything contained in this Contract and the Amendment to the contrary notwithstanding, all fees payable by Seller under the terms of the Amendment shall be paid by Purchaser, and all fees payable to Seller under the terms of the Amendment shall be paid to Purchaser. (b) Any of the conditions set forth in Section 8(a), other than the conditions set forth in Section 8(a)(4), may be waived, in writing, in whole or in part, by Purchaser, in Purchaser's sole discretion, at or prior to the Closing. If any of su...
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Related to Conditions to Performance by Purchaser

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.

  • PERFORMANCE BY INVESTOR Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.

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