Common use of Seller Closing Conditions Clause in Contracts

Seller Closing Conditions. (a) Sellers’ obligation to sell the Acquired Assets, and the obligation of Sellers to close the Transaction, is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) at or prior to Closing: (1) Buyer’s representations and warranties in Article 5 are true and correct on the Closing Date as if made at and as of Closing; (2) Buyer has executed and delivered all of the documents and instruments that it is required to execute and deliver or enter into prior to or at Closing, and has performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (3) since the date of this Agreement, no Suit has been initiated or threatened that challenges or seeks damages or other relief in connection with the Transaction or that could seeks to prevent the Transaction.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fenix Parts, Inc.), Stock Purchase Agreement (Fenix Parts, Inc.)

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Seller Closing Conditions. (a) SellersThe Selling Parties’ obligation to sell the Acquired Assets, and the obligation of Sellers to close the Transaction, transaction is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) at or prior to Closing: (1a) BuyerTJC’s representations and warranties in Article 5 Section 7 were true and correct as of the date of this Agreement and are true and correct on the Closing Date as if made at and as of Closing; (2b) Buyer TJC has executed and delivered all of the documents and instruments that it is required to execute and deliver or enter into prior to or at Closing, and has performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (3c) no suit has been initiated or threatened by a third party since the date of this Agreement, no Suit has been initiated or threatened Agreement that challenges or seeks damages or other relief in connection with the Transaction transaction or that could seeks to prevent the Transactiontransaction. The Selling Parties may waive any condition specified in this Section 10 by a written waiver delivered to TJC at any time prior to or at Closing.

Appears in 1 contract

Samples: Asset and Franchise Purchase Agreement (JOINT Corp)

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Seller Closing Conditions. (a) Sellers’ Seller’s obligation to sell the Acquired Assets, and the obligation of Sellers Seller to close the Transaction, is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) at or prior to Closing: (1) Buyer’s representations and warranties in Article 5 are true and correct on the Closing Date as if made at and as of Closing; (2) Buyer has executed and delivered all of the documents and instruments that it is required to execute and deliver or enter into prior to or at Closing, and has performed, complied with or satisfied in all material respects all of the other obligations, agreements and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and (3) since the date of this Agreement, no Suit has been initiated or threatened that challenges or seeks damages or other relief in connection with the Transaction or that could seeks to prevent the Transaction. (b) Seller may waive any condition specified in this Section 8.2 by a written waiver delivered to Buyer at any time prior to or at Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fenix Parts, Inc.)

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