Additional Conditions to Seller’s Obligation Sample Clauses

The "Additional Conditions to Seller’s Obligation" clause defines specific requirements that must be satisfied before the seller is required to complete their part of a transaction, such as transferring ownership or delivering goods. These conditions might include the buyer securing financing, obtaining regulatory approvals, or fulfilling certain contractual promises. By clearly outlining these prerequisites, the clause ensures that the seller is not obligated to perform until all agreed-upon conditions are met, thereby protecting the seller from undue risk and ensuring that the transaction proceeds smoothly only when all necessary criteria are fulfilled.
Additional Conditions to Seller’s Obligation. In addition to -------------------------------------------- satisfaction of the mutual conditions contained in Section 10.1, the obligation of Seller to consummate the Transaction is subject, at Seller's option, to the satisfaction or waiver by Seller of each of the following conditions:
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Additional Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Seller) of the following conditions on or before the Closing Date: 7.3.1 Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of the Signing Date or some other date shall be true and correct as of such date), except in each case where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not, and would not reasonably be expected to have, a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement. 7.3.2 Buyer shall have performed and complied with in all material respects all of the covenants and agreements in this Agreement required to be performed and complied with by Buyer on or prior to the Closing Date. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.3.3 Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, executed by an authorized officer of Buyer, certifying as to the satisfaction of each of the conditions set forth in Sections 7.3.1 and 7.3.2. 7.3.4 Buyer shall have duly executed and delivered to Seller on or prior to the Closing Date, the ▇▇▇▇ of Sale, the Assignment of Patents, the Assignment and Assumption Agreement, and the Transition Services Agreement.
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Additional Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions contemplated by this Agreement is further subject to the satisfaction (or the waiver by Seller) of the following conditions on or before the Closing Date: Each of the representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects as of the date of this Agreement (except for those representations and warranties made as of the date of the Prospectus, which shall be true and correct in all material respects as of the date of the Prospectus) and as of the Closing Date. Buyer shall have performed and complied with in all material respects all of the covenants and agreements in this Agreement required to be performed and complied with by Buyer on or prior to the Closing. Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified in Sections 6.3.1 and 6.3.2 has been satisfied in all respects. Buyer shall have duly executed and delivered (or have caused to be duly executed and delivered) to Seller all of the deliveries set forth in Section 2.4.2.
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Additional Conditions to Seller’s Obligation. The obligation of Seller to effect the Closing is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Purchaser set forth in this Agreement that are qualified as to materiality or that are Fundamental Representations shall be true and correct in all respects, and all other representations and warranties of Purchaser set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date with same effect as though made as of the Closing Date, except that the accuracy of representations and warranties that by their respective terms speak as of a specified date will be determined as of such date. (b) Purchaser shall have performed or complied in all material respects with each obligation, agreement and covenant to be performed or complied by it under this Agreement at or before the Closing. (c) Purchaser shall have signed and delivered the instruments and documents set forth in Section 2.6(b).
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Additional Conditions to Seller’s Obligation. Seller’s obligation to consummate the Stock Purchase shall be subject to the satisfaction of all of the following additional conditions precedent:
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Related to Additional Conditions to Seller’s Obligation

  • Conditions to Seller’s Obligation Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The average of the closing prices of a share of Buyer Common Stock on the NASDAQ Capital Market for the ten trading days immediately preceding the date that is two business days prior to the Closing Date (without regard to any after-market trading), is not less than $4.50; (ii) The Registration Statement shall have become effective under the Securities Act; (iii) The shares of Buyer Common Stock that will be issued to Seller shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance; (iv) The representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (v) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (vi) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §§7(b)(iv) through 7(b)(vi) is satisfied in all respects; (viii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and (ix) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this §7(b) if it executes a writing so stating at or prior to the Closing.

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Conditions to Buyer’s Obligation The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Merger shall have received the Requisite Target Stockholder Approval; (ii) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties (as so written, including the term material or Material) shall be true and correct in all respects at and as of the Closing Date; (iii) Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change," in which case Target shall have performed and complied with all of such covenants (as so written, including the term "material" or "Material") in all respects through the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Surviving Corporation to own the former assets, to operate the former business, and to control the former Subsidiaries of Buyer, or (D) adversely affect the right of any of the former Subsidiaries of Buyer to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) Target shall have delivered to Buyer a certificate to the effect that each of the conditions specified above in 6(b)(i)-(iv) is satisfied in all respects; (vi) this Agreement and the Merger shall have received the Requisite Buyer Stockholder Approval; (vii) all actions to be taken by Target in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer. Buyer may waive any condition specified in this Section 6(b) if it executes a writing so stating at or prior to the Closing.