Conditions to Seller Obligations Sample Clauses
Conditions to Seller Obligations. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject, at Seller' option, to the satisfaction, prior to the Closing, of the following conditions:
Conditions to Seller Obligations. In addition to any other condition set forth in this Agreement in favor of SELLER, SELLER shall have the right to condition its obligation to convey the Property to BUYER and close the Escrow upon the satisfaction, or written waiver by SELLER, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “SELLER Conditions to Closing”):
Conditions to Seller Obligations. The obligation of Seller to consummate the Contemplated Transactions on the Closing Date is subject to the fulfillment on or prior to the Sale Date of the following conditions, any one or more of which may be waived if mutually agreed by Buyer and Seller:
Conditions to Seller Obligations. The obligations of the Seller to consummate, or cause to be consummated, the Transactions are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by the Seller’s Representative): 60
Conditions to Seller Obligations. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(a) The representations and warranties of Buyer set forth herein shall be true and correct at and as of the Closing Date;
(b) Buyer shall have performed and complied with all of its covenants hereunder through the Closing;
(c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(d) Buyer shall have delivered to Seller a certificate to Seller a certificate to the effect that each of the conditions specified above in Section 6.1(a)-(c) is satisfied in all respects;
(e) Buyer shall deliver to Seller: (i) the Purchase Price to the extent deliverable in accordance with Section 2.5; and (ii) a Fund Trust Agreement in the form of Exhibit 2.5(c) hereto; and
(f) All actions to be taken by Buyer 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 satisfactory in form and substance to Seller. Seller may waive any condition specified in Section 6.1 if it executes a writing so stating at or prior to the Closing.
Conditions to Seller Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following additional conditions:
(a) The representations and warranties of Buyer set forth in this Agreement shall in each case be true and correct in all respects (provided that representations and warranties qualified by materiality shall be read without such qualification), on and as of the date hereof and on and as of the Closing Date, except where the failure of such representations and warranties to meet such standard does not materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement, and provided that those representations and warranties which expressly relate to a particular date shall be measured only on and as of such particular date.
(b) Buyer shall have performed in all material respects all covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Date.
(c) Prior to or at the Closing, Buyer shall have delivered to Seller such closing documents as shall be reasonably requested by Seller in form and substance reasonably acceptable to Seller’ counsel, including the documents described in Section 3.03.
Conditions to Seller Obligations. 38 Section 7.1 Representations and Warranties of Purchaser..............39 Section 7.2 Performance of this Agreement............................39 Section 7.3 Certificate of Purchaser.................................39 Section 7.4 No Material Adverse Change...............................39 Section 7.5 Satisfactory Business Review.............................40 Section 7.6 Governmental Permits and Approvals.......................40 Section 7.7 Third Party Consents.....................................40 Section 7.8 Cancellation of Certain Outstanding Shares...............40 Section 7.9 Registration Rights Agreement............................40 Section 7.10 Financing...............................................40 Section 7.11 Certified Resolutions...................................41 Section 7.12
Conditions to Seller Obligations. The obligations of Seller to sell the Shares pursuant to this Agreement shall, at the option of Seller, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the representations and warranties of ETI contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of ETI by an authorized officer of ETI, in addition to the other deliveries specified in Section 3.3.
(b) Each of the representations and warranties of STDF contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of STDF by an authorized officer of STDF, in addition to the other deliveries specified in Section 3.3.
Conditions to Seller Obligations. The obligations of Seller to sell the Shares pursuant to this Agreement shall, at the option of Seller, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein;
(b) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Legal Requirements; and
(c) Buyer and Escrow Agent shall have executed and delivered to Seller the Escrow Agreement.
Conditions to Seller Obligations. The obligations of Seller to consummate the transactions provided for in this Agreement shall be subject to the satisfaction of each of the following conditions on or before the Closing Date, subject to the right of Seller to waive any one or more of such conditions: