Each Purchaser’s Conditions Clause Samples
The 'Each Purchaser’s Conditions' clause sets out specific requirements or conditions that must be satisfied by or for each individual purchaser before a transaction can proceed. These conditions may include obtaining necessary approvals, securing financing, or completing due diligence, and they typically apply separately to each purchaser involved in the agreement. By clearly outlining these prerequisites, the clause ensures that each purchaser’s interests and obligations are addressed, thereby reducing the risk of disputes and providing a structured process for moving forward with the transaction.
Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):
(a) The Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;
(i) The representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of the Partnership shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(c) The NYSE shall have authorized, upon official notice of issuance, the listing of the Purchased Units;
(d) No notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;
(e) The Common Units shall not have been suspended by the Commission or the NYSE from trading on the NYSE nor shall suspension by the Commission or the NYSE have been threatened in writing by the Commission or the NYSE;
(f) No Material Adverse Effect shall have occurred and be continuing;
(g) The Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 2.6; and
(h) The Partnership shall have executed and delivered the Registration Rights Agreement.
Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of its Purchased Shares 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Shares, in whole or in part, to the extent permitted by applicable Law):
(a) the Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date;
(b) (i) the representations and warranties of the Company (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(c) the Company shall have delivered, or caused to be delivered, to such Purchaser at the Closing, the Company’s closing deliveries described in Section 2.5.
Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Restricted Units 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 a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;
(ii) the representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) since the date of this Agreement, no Partnership Material Adverse Effect shall have occurred and be continuing;
(iv) the Partnership shall have submitted to the NYSE a Supplemental Listing Application with respect to the Restricted Units and no notice of delisting from the NYSE with respect to the Units; and
(v) the Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 6.02.
Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser, on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(A) The representations and warranties of MarkWest contained in this Agreement shall be true and correct in all material respects (except that the representations and warranties of MarkWest contained in Sections 3.03 and 3.04 shall be true and correct in all respects) both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), and (B) MarkWest shall have performed in all material respects all of its agreements and covenants to be performed prior to the Closing, and such Purchaser shall have received a certificate signed on behalf of MarkWest to such effect;
(ii) MarkWest shall have paid the Commitment Fee required by Section 2.06(a) hereof; and
(iii) MarkWest shall have entered into definitive loan documentation with RBC with terms substantially as contemplated by the commitment letter that was provided to the Purchasers on or prior to the Commitment Date, and all conditions precedent to the funding under such loan documentation shall have been satisfied, except for the issuance and sale of the Purchased Units as contemplated hereby, and the loan contemplated thereby shall fund substantially contemporaneously with the Closing.
Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):
(a) Each Enterprise Party shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Enterprise Party on or prior to the Closing Date;
(b) The representations and warranties of the Enterprise Parties contained in this Agreement shall be true and correct when made and as of the Closing Date (except that representations of the Enterprise Parties made as of a specific date shall be required to be true and correct as of such date only); and
(c) The Enterprise Parties shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the closing deliveries described in Section 2.6.
Each Purchaser’s Conditions. The obligation of each Purchaser to consummate the purchase of its Purchased Shares 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Shares, in whole or in part, to the extent permitted by applicable Law):
(a) the Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date;
(b) all representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);
(c) the OTC Markets shall have authorized, upon official notice of issuance, the listing of the Purchased Shares;
(d) the Company shall have delivered, or caused to be delivered, to such Purchaser at the Closing, the Company’s closing deliveries described in Section 2.5.
Each Purchaser’s Conditions. (a) Each Enterprise Party shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Enterprise Party on or prior to the Closing Date;
(b) The representations and warranties of the Enterprise Parties contained in this Agreement shall be true and correct when made and as of the Closing Date (except that representations of the Enterprise Parties made as of a specific date shall be required to be true and correct as of such date only); and
(c) The Enterprise Parties shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the closing deliveries described in Section 2.6.
Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;
(ii) the representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) since the date of this Agreement, no Partnership Material Adverse Effect shall have occurred and be continuing;
(iv) the Purchased Units shall have been approved for listing on Nasdaq and no notice of delisting from Nasdaq shall have been received by the Partnership with respect to the Units;
(v) the Partnership shall have received $4,000,000 gross proceeds from the sale of its Units (less the amounts withheld by Standard General Fund L.P. pursuant to Section 8.12); and
(vi) the Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 6.02.
Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) the representations and warranties of Atlas Pipeline Partners contained in this Agreement that are qualified by materiality or Atlas Pipeline Partners Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(ii) since the date of this Agreement, no Atlas Pipeline Partners Material Adverse Effect shall have occurred and be continuing;
(iii) no notice of delisting from The New York Stock Exchange shall have been received by Atlas Pipeline Partners with respect to the Common Units; and
(iv) Atlas Pipeline Partners shall have delivered, or caused to be delivered, to the Purchasers at the Closing, Atlas Pipeline Partners’ closing deliveries described in Section 6.02 of this Agreement.
Each Purchaser’s Conditions. The respective obligation of each Purchaser to consummate the purchase of its Purchased Units 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 a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by applicable Law):
(i) Pacific shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by Pacific on or prior to the Closing Date;
(ii) The representations and warranties of Pacific contained in this Agreement that are qualified by materiality or a Pacific Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties of Pacific shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) Such Purchaser shall have received its commitment fee as contemplated by Section 5.04 hereof;
(iv) Pacific shall have delivered, or caused to be delivered, to the Purchasers at the Closing, Pacific’s closing deliveries described in Section 2.04; and
(v) Since the date of this Agreement, no Pacific Material Adverse Effect shall have occurred.