Purchaser Conditions Sample Clauses
Purchaser Conditions. The obligation of Purchaser to complete the Arrangement and the other transactions contemplated herein is subject to the fulfilment of the following additional conditions at or before the Transaction Confirmation Date or such other time as is specified below:
(a) the representations and warranties made by Fording in this Agreement which are qualified by the expression “material”, “material adverse change” or “material adverse effect” shall be true and correct as of the date of this Agreement and as of the Transaction Confirmation Date as if made on such date (except to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be true and correct as of such earlier date) and all other representations and warranties made by Fording in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of the Transaction Confirmation Date as if made on such date (except to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be true and correct in all material respects as of such earlier date), and Fording shall have provided to Purchaser a certificate of two qualified officers certifying such accuracy on the Transaction Confirmation Date;
(b) from the date hereof up to and including the Transaction Confirmation Date, there shall not have occurred or have been disclosed to the public a material adverse change or material adverse effect, and Fording shall have provided to Purchaser a certificate of two qualified officers to such effect on the Transaction Confirmation Date;
(c) Fording shall have complied in all material respects with its covenants herein, and Fording shall have provided to Purchaser a certificate of two qualified officers dated as of the Transaction Confirmation Date certifying the same;
(d) the Lenders shall have confirmed to the Purchaser in writing that the conditions precedent to the availability of the Debt Financing, other than the conditions set forth in paragraph (m) of Exhibit C of the Debt Commitment Letter and other than the payment by Purchaser to Fording of the transaction consideration and payment by Purchaser of the fees payable to the Lenders on the closing date, have been satisfied or waived in the event that Purchaser intends to utilize such Debt Financing in connection with the Trans...
Purchaser Conditions. The obligation of the Purchaser to consummate the purchase of the 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 the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(i) the representations and warranties of Regency contained in this Agreement that are qualified by materiality or Regency Material Adverse Effect shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on 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) an application shall have been submitted to list the Purchased Units on the NYSE; and
(iii) Regency shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Regency’s closing deliveries described in Section 2.04.
Purchaser Conditions. The Company's obligations to the Registering Purchasers under this Article VIII (other than Section 8.3) will be conditioned on compliance with the following:
(a) The Registering Purchasers and their respective Affiliates will cooperate with the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, the Registering Purchasers and their respective Affiliates will provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the applicable Registrable Securities owned by the Registering Purchasers and to maintain the currency and effectiveness thereof, so long as the Company executes a confidentiality agreement in form and substance reasonably satisfactory to the Registering Purchasers in the event any confidential information is requested by the Company.
(b) During such time as the Registering Purchasers and their respective Affiliates may be engaged in a distribution of the Registrable Securities, the Registering Purchasers and their respective Affiliates will comply with all applicable laws, including Regulation M promulgated under the Securities Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by the Registering Purchasers and their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that the Company shall provide the Registering Purchasers with an adequate number of copies thereof.
(c) The Registering Purchasers and their respective Affiliates will permit ...
Purchaser Conditions. The Purchaser shall not be obligated to complete the Purchase and sale of the Assets pursuant to this Agreement unless, at or before the Time of Closing, each of the following conditions has been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time, and the Vendor and the Covenantors agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Date or prior to such other deadline as may be specified below:
Purchaser Conditions. The obligation of each Purchaser to consummate the transactions contemplated hereunder at the applicable Closing is subject to the satisfaction or waiver by such Investor, on or before the applicable Closing, of the following conditions:
(a) The representations and warranties of the Company contained in Section 4 shall be true, complete and correct in all material respects as of the date hereof and, as of the applicable Closing Date as though such representations and warranties had been made on and as of such date.
(b) The Company shall have performed and complied in all material respects with all agreements contained herein which are required to be performed or complied with by them prior to or at the time of the applicable Closing Date.
(c) No Proceeding shall be pending or, to the Knowledge of Company, threatened by any third party or by or before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated hereby.
Purchaser Conditions. The obligation of the Purchaser to purchase the Purchased Shares and to pay the Purchase Price shall be subject to the satisfaction or waiver by the Purchaser of the following conditions on or before the date of a Closing (a “Closing Date”) with such Purchaser:
(i) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for any such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representation as so qualified shall be true and correct in all respects) at and on such Closing Date as if made on such date;
(ii) the Board of Directors of the Company shall have approved the Private Placement, the transactions contemplated thereby and the entry by the Company into each of the agreements, including the Transaction Documents contemplated therein;
(iii) the Registration Rights Agreement shall have been executed and delivered by the Company;
(iv) certificates representing the Purchased Shares have been delivered to the Purchaser;
(v) the Placement Agent shall have received from Xxxxxxxxx Traurig, P.A. and Matry, Meiri & Co., counsel for the Company, an opinion, dated as of the Initial Closing, in form and substance reasonably acceptable to the Placement Agent;
(vi) the Minimum (as defined in the Offering Memorandum) amount of funds shall have been raised by the Company in connection with the Private Placement; and
(vii) there must not have been commenced or threatened against the Company, or against any Affiliate of the Company, any proceeding, action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereunder or the Private Placement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereunder or the Private Placement.
Purchaser Conditions. Purchaser's obligation to purchase the Aircraft shall be subject to fulfilment of each of the Purchaser Conditions Precedent on or before the Delivery Date (except to the extent that Purchaser agrees in writing in its absolute discretion to waive or defer any such condition). The Purchaser Conditions Precedent have been inserted for Purchaser's benefit and may be waived in writing, in whole or in part and with or without conditions, by Purchaser without prejudicing its right to receive fulfilment of such conditions, in whole or in part at any later time. If any of the Purchaser Conditions Precedent remain outstanding on the Final Delivery Date and are not waived or deferred in writing by Purchaser, Purchaser may at any time after close of business in New York on the Final Delivery Date terminate its obligation to purchase the Aircraft by notice, whereupon the rights and obligations of the parties hereunder shall cease and be discharged without further liability on the part of either Seller or Purchaser.
Purchaser Conditions. 4.2.1 The obligation of the Purchaser of each Aircraft to purchase such Aircraft shall be subject to fulfilment of each of Purchaser Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Purchaser agrees in writing in its absolute discretion to waive or defer any such condition). * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
4.2.2 The Purchaser Conditions Precedent have been inserted for the benefit of each Purchaser and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Purchaser of such Aircraft without prejudicing the right of such Purchaser to receive fulfilment of such conditions, in whole or in part, at any later time.
4.2.3 If any of the Purchaser Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and prior to payment of the Purchase Price and are not waived or deferred in writing by the Purchaser of such Aircraft, such Purchaser may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Purchaser to purchase such Aircraft from the relevant Seller by notice to the relevant Seller, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.
Purchaser Conditions. 18.1 This Agreement is conditional for twenty (20) Business days on the Purchaser obtaining finance satisfactory to the Purchaser in all respects and on the Purchaser completing due diligence on the property as to all commercial and conveyancing aspects and any other issues considered relevant by the Purchaser. This clause is inserted for the benefit of the Purchaser.
Purchaser Conditions. Purchaser’s obligation to consummate the Closing is conditioned upon the satisfaction (or waiver, as evidenced in writing from Purchaser in its sole and absolute discretion) of each of the following conditions (the “Purchaser Closing Conditions”):
(a) Each of Sellers’ representations and warranties contained herein shall be true and correct in all material respects as of the date hereof and as of the Closing Date; provided that if any of Sellers’ representations and warranties that were untrue when made or became untrue after the Effective Date result in a Property Material Adverse Effect with respect to any Hotel Asset, then Purchaser shall have the right to exclude the Hotel Asset that has suffered the Property Material Adverse Effect from the Hotel Assets to be purchased by Purchaser pursuant to this Agreement (any such excluded Hotel Asset, an “Excluded Representation Asset”), and in the event that Purchaser exercises such right (i) this Agreement shall terminate but only with respect to such Excluded Representation Asset, (ii) all references hereunder to such Excluded Representation Asset shall be deemed deleted, and such Excluded Representation Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under this Agreement, (iii) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded Representation Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded Representation Asset, and (iv) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded Representation Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. “Property Material Adverse Effect” shall mean, with respect to any individual Hotel Asset, any one or more events or conditions with respect to such Hotel Asset, the cumulative effect of which, in the aggregate when combined with all other such events or conditions with respect to such Hotel Asset, results in an adverse effect on the value, use, business, condition (financial or otherwise), prospects or results of operations of such Hotel Asset (including Claims that Purchaser may suffer or incur if it were to acquire such Hotel Asset at its Allocated Purchase Price) or is reasonably likely to result in a claim or claims, taken as a whole, which in each case exceeds 5% of the Allocated Purchase Price for such Hotel ...