Additional Conditions Precedent to the Obligations of the Purchaser Sample Clauses
The "Additional Conditions Precedent to the Obligations of the Purchaser" clause sets out specific requirements that must be satisfied before the purchaser is legally required to complete their obligations under the agreement. These conditions might include obtaining regulatory approvals, securing financing, or the seller fulfilling certain representations and warranties. By clearly outlining these prerequisites, the clause protects the purchaser from being bound to the transaction if key conditions are not met, thereby managing risk and ensuring that the purchaser only proceeds when all agreed-upon criteria are fulfilled.
Additional Conditions Precedent to the Obligations of the Purchaser. The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:
Additional Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to complete the Arrangement will be subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser and which may be waived by the Purchaser at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Purchaser may have:
(a) the Company shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;
(b) the representations and warranties of the Company set forth in:
(i) the Nomad Fundamental Representations must be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);
(ii) Section 3.1(g) (Capitalization) must be true and correct (other than de minimis inaccuracies) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);
(iii) Section 3.1 (other than those contained in the Nomad Fundamental Representations and Section 3.1(g) (Capitalization)) must be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date) except for breaches of representations and warranties which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) Nomad Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Nomad Shareholders representing not more than 5% of the Nomad Shares then outstanding);
(d) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) a Material Adverse Effect with respect to the Company;
(e) the Purchaser shall have received a certificat...
Additional Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part at any time):
(i) the representations and warranties of CRH set forth in Sections 4.1(a), 4.1(b) and 4.1(f) shall be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date; (ii) the representations and warranties of CRH set forth in Section 4.1(g) shall be true and correct in all material respects (disregarding for such purposes any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Date as if made on and as of the Effective Date; and all other representations and warranties of CRH set forth in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation and warranty not qualified by materiality or Material Adverse Effect) as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct would not reasonably be expected to have a Material Adverse Effect, and the Purchaser shall have received a certificate of CRH addressed to the Purchaser and dated the Effective Date, signed on behalf of CRH by a senior executive officer of CRH (on CRH’s behalf and without personal liability), confirming the same as at the Effective Time; all covenants of CRH under this Agreement to be performed on or before the Effective Time which have not been waived by the Purchaser shall have been duly performed by CRH in all material respects and the Purchaser shall have received a certificate of CRH addressed to the Purchaser and dated the Effective Date, signed on behalf of CRH by a senior executive officer of CRH (on CRH’s behalf and without personal liability), confirming the same as at the Effective Time; since the date of this Agreement, there shall not have occurred a Material Adverse Effect, and the Pur...
Additional Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to complete the Transactions is also subject to the satisfaction, at or before the Closing Time of the following conditions precedent (each of which is for the Purchaser's exclusive benefit and may be waived by the Purchaser and any one or more of which, if not satisfied or waived, will relieve the Purchaser of any obligation under this Agreement):
Additional Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser and Acquireco to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of the Purchaser and Acquireco and may be waived by the Purchaser and Acquireco, in whole or in part at any time, each in its sole discretion, without prejudice to any other rights which the Purchaser may have):
(a) the representations and warranties of the Company set forth in:
(i) Section 3.1(a)(i) [Organization], Section 3.1(b) [Authorization;
Additional Conditions Precedent to the Obligations of the Purchaser. The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion, except in the case of Section 6.2(3) where the waiver of such condition and failure to obtain any Key Regulatory Approval could result in personal liability for any director or officer of the Company or any of its Subsidiaries, in which case, in respect of such Key Regulatory Approval, the condition may only be waived with the consent of the Company:
Additional Conditions Precedent to the Obligations of the Purchaser. The Company shall not file, and the Purchaser shall not be required to file, the Required Filings giving effect to the Amended Arrangement unless each of the following conditions is satisfied or waived, which conditions are for the exclusive benefit of the Purchaser, and may only be waived, in whole or in part, by the Purchaser in its sole discretion:
Additional Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete the transactions contemplated by this Agreement shall also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):
(a) the representations and warranties of the Vendors contained in this Agreement shall be true and correct on Closing; and
(b) the Vendors shall have performed and complied with all of the terms and conditions of this Agreement on its part to be performed or complied with on or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Purchaser on Closing all the documents contemplated in this Agreement.
Additional Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchasers to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment at or before the Closing Date of each of the following conditions precedent:
7.3.1 no act, action, suit or proceeding shall have been taken or threatened in writing before or by any domestic or foreign court or tribunal or Governmental Entity: (i) seeking to prohibit or restrict the acquisition by the Purchasers of the SSI Shares and Newco Shares, or any of them, seeking to restrain or prohibit the consummation of the Transaction or seeking to obtain from the Purchasers or the Fund Parties any material damages directly or indirectly in connection with the Transaction; (ii) seeking to impose limitations on the ability of the Purchasers to acquire or hold, or exercise full rights of ownership of, the SSI Shares or Newco Shares; (iii) seeking to prohibit the Purchasers from effectively controlling in any material respect the business or operations of the Fund or any of its Subsidiaries; or (iv) which, if successful would have a Material Adverse Effect;
7.3.2 following the date hereof there shall not have been any Material Adverse Effect;
7.3.3 the Investment Canada Approval shall each have been obtained or received and on terms that are satisfactory to the Purchasers, acting reasonably, and reasonably satisfactory evidence thereof shall have been delivered to the Purchasers;
7.3.4 (i) all representations and warranties of the Fund Parties (other than the Fundamental Representations) not qualified by materiality or Material Adverse Effect shall be true and correct except where the failure of such representations and warranties in the aggregate to be true and correct in all respects would not have a Material Adverse Effect, (ii) all representations and warranties of the Fund Parties qualified by references to materiality or to Material Adverse Effect shall be true and correct, and (iii) the Fundamental Representations shall be true and correct in all material respects, in each case as if made on and as of the Closing Date (except in each case to the extent that such representations and warranties speak as to an earlier date, in which event such representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such earlier date), and the Purchasers shall have received a certificate of two senior officers of a Subsidiary as attorney for the Fund (in each case without p...
Additional Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to complete the Arrangement will be subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser and which may be waived by the Purchaser at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Purchaser may have:
(a) the Company shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date;
(b) the representations and warranties of the Company set forth in (i) the Detour Fundamental Representations must be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, the accuracy of which shall be determined as of that specified date);