CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE Sample Clauses

CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Shares at the Closing shall be subject to the satisfaction of the following conditions at or prior to the Closing (unless waived by the Purchaser):
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Initial Preferred Shares, to pay the Initial Purchase Price at the Initial Closing and to perform any obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Closing Date:
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Senior Subordinated Notes and the Warrants to pay the Unit Purchase Price therefor at the Closing, and to perform any of its obligations hereunder in respect of transactions contemplated to occur on the Closing Date shall be subject to the satisfaction or waiver of the following conditions on or before the Closing Date:
Sample 1
CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Purchased Shares, the Additional Purchased Shares and the Warrant pursuant to this Agreement, to execute and deliver the Transaction Documents and to perform any obligations hereunder or thereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing Date.
Sample 1
CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Shares and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing Date. (a) The representations and warranties of the Seller in ARTICLE III that are (i) qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Date with the same effect as though made at and as of such date and (ii) not qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Date with the same effect as though made at and as of such date. (b) The Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date. (c) The Seller shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Seller, certifying to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) The Seller shall have delivered to the Purchaser certificates representing the Shares, each duly endorsed in blank in proper form for transfer. (e) If requested by the Purchaser, all resignations of the members of the Board of Directors and officers of the Companies shall have been delivered to the Purchaser. (f) The Seller shall have executed and delivered to the Purchaser the Estimated Closing Date Certificate and the Settlement Statement. (g) The Seller shall have duly executed and delivered to the Purchaser a certificate of non-foreign status of the Seller as to the sale of the Shares in such form and substance as is reasonably acceptable to the Purchaser in conformance with Treasury Regulation Section 1.1445-2(b). (h) The Seller shall have executed and delivered to the Purchaser the Escrow Agreement, the Trademark License Agreement and the Transition Services Agreement. (i) The Seller shall have delivered to the Purchaser copies of (i) all notices to or consents of any Governmental Authority or other Person identified on Section 3.3 of the Seller Disclosure Schedules and (ii) evidence that each Material Contract and Permit not previously held by the Companies has been duly assigned to the Companies.
Sample 1
CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. 18 ------------------------------------------------------ 5.1 Representations and Warranties..................................19 ------------------------------ 5.2 Compliance with this Agreement..................................19 ------------------------------ 5.3 Secretary's Certificate.........................................19 ----------------------- 5.4 Officer's Certificate...........................................19 --------------------- 5.5 Documents.......................................................19 --------- 5.6 Filing of Certificate of Designations...........................20 ------------------------------------- 5.7 Purchased Shares................................................20 ---------------- 5.8 Stockholders Agreement..........................................20 ---------------------- 5.9 Registration Rights Agreement...................................20 ----------------------------- 5.10 Approval of Counsel to the Purchaser...........................20 ------------------------------------ 5.11 Consents and Approvals.........................................20 ---------------------- 5.12 No Material Judgment or Order..................................20 ----------------------------- 5.13 No Litigation..................................................21 ------------- 5.14 Opinions.......................................................21 -------- ARTICLE 6 CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE...
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. Purchaser’s obligation to purchase the Phase I Property and to close the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions being satisfied on or before the Closing Date (collectively, “Purchaser’s Conditions Precedent to Closing”):
Sample 1
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Related to CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • 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.

  • Conditions to Obligation of the Purchaser The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of Purchaser The obligation of Purchaser to consummate the transaction contemplated hereunder shall be subject to the fulfillment on or before the Closing Date of each of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, the items provided for in Section 4.6; (b) all of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date; (d) Seller shall have paid off or caused to be removed any Monetary Liens or arranged for the payoff or removal of the same concurrent with the Closing pursuant to Section 4.8; (e) the Title Company shall be irrevocably committed, upon payment of the applicable Title Policy premium, to issue to Purchaser, at Purchaser’s expense, the Title Policy including an ALTA 15-06 endorsement (non-imputation – full equity transfer); and (f) the closing date under the Related Agreements shall be the same as the Closing Date hereunder, and the closing under the Related Agreements shall occur simultaneously with the Closing hereunder, unless any Related Agreement is terminated pursuant to the terms thereof as the result of Major Damage. Notwithstanding anything to the contrary in this Agreement, in the event the sale of the Property as contemplated hereunder is not consummated solely due to the failure of the Title Company to be irrevocably committed, upon payment of the applicable Title Policy premium, to issue an ALTA 15-06 endorsement to the Title Policy, and Purchaser has notified Seller in writing of such circumstance and is not in default under this Agreement, Purchaser shall be entitled, as its sole remedy, to receive the return of the Deposit, together with reimbursement from Seller for all of Purchaser’s costs and expenses incurred in connection with this Agreement in an amount not to exceed $50,000, in which event this Agreement shall be terminated and neither Seller nor Purchaser shall have any obligation under this Agreement except obligations which expressly survive the termination of this Agreement.

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

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