Additional Conditions to the Obligations of Buyer Clause Samples
The "Additional Conditions to the Obligations of Buyer" clause sets out specific requirements that must be satisfied before the buyer is legally required to complete their obligations under the agreement. These conditions may include obtaining regulatory approvals, securing financing, or the seller fulfilling certain representations and warranties. By clearly outlining these prerequisites, the clause protects the buyer from being forced to proceed with the transaction if key conditions are not met, thereby allocating risk and ensuring that both parties are aware of the necessary steps for closing.
Additional Conditions to the Obligations of Buyer. The obligations of Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Buyer:
Additional Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the Transactions shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions (it being understood and agreed that each such condition is solely for the benefit of Buyer and may be waived by Buyer in writing in its sole discretion without notice or Liability to any Person):
Additional Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Transactions are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following further conditions:
(a) (i) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date and (ii) (A) the representations and warranties of Parent set forth in Section 3.8(b) of this Agreement shall be true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date; (B) the representations and warranties of Parent set forth in the penultimate sentence of Section 3.4 and Section 3.5 shall be true and correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date; (C) the representations and warranties of Parent set forth in this Agreement other than those described in the preceding clauses (A)-(B) that are qualified by “Acquired Business Material Adverse Effect” shall be true and correct as so qualified at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that if all such “Acquired Business Material Adverse Effect” qualifications are disregarded and any resulting individual failure of any such representation or warranty to be true and correct at and as of the Closing Date, when aggregated with up to four other (x) individual such failures or (y) individual failures of any representation or warranty of Parent set forth in this Agreement that is not qualified by “Acquired Business Material Adverse Effect”, to be true and correct at and as of the Closing Date, would reasonably be expected to have an Acquired Business Material Adverse Effect, then the condition set forth in this Section 8.2(a) shall be deemed unsatisfied; and (D) the representations and warranties of Parent set forth in this Agreement other than those described in the preceding clauses (A)-(C) shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date except for such failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have an Acquired Business Material Adverse Effect; provided, however, that, with respect to clauses (A)-(D) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clause (A)-(D), as applicable) only as of such date or period.
(b) Buyer sh...
Additional Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Buyer:
Additional Conditions to the Obligations of Buyer. The obligations of Buyer to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Buyer:
(a) The Sellers shall have delivered to the Buyer evidence of the adoption of resolutions of the Company authorizing and approving the transactions contemplated by this Agreement as required by law to complete such transactions as contemplated.
(b) The Company shall have received and accepted the written resignations of all of its directors, effective as of the Closing, and appoint Mssrs. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇. ▇▇▇ Zhi, as the directors of the Company, effective as of the Closing.
(c) The Company shall have received and accepted the written resignations of all of its officers, effective as of the Closing, and appoint the following individuals as its officers, effective as of the Closing: ▇▇▇ ▇▇▇▇▇▇▇▇ Chairman ▇▇▇▇▇▇▇ ▇▇▇▇ Chief Executive Officer, Chief Financial Officer, and Secretary Cui Zhi Chief Operating Officer and Chief Technology Officer
(d) Sellers shall have provided the Buyer with an inventory of all Books and Records located at the Storage Unit.
(e) Sellers shall have provided the Buyer evidence that all inventors’ assignements necessary to transfer ownership of the Intellectual Properties to the Company has been filed with the United States Patent and Trademark Office.
Additional Conditions to the Obligations of Buyer. The obligation of the Buyer to consummate the transactions contemplated hereby shall be subject at the option of the Buyer, to the fulfillment at or prior to the Closing Date of the following conditions:
(a) the representations and warranties of the Seller contained in Article 3 shall be accurate as of the Closing Date as if such representations and warranties had been made at and as of that time, and all the terms, covenants and conditions of this Agreement to be complied with and performed by the Seller on or before the Closing Date shall have been duly complied with and performed in all Material respects; and
(b) since December 31, 1997, there shall have been no Material Adverse Change in the Company.
Additional Conditions to the Obligations of Buyer. The Obligations of Buyer to consummate the purchase of the shares of UTI Common Stock and the other transactions to be consummated by Buyer hereunder on the closing date shall be subject to the satisfaction, or waiver as provided herein, prior to or concurrently with the closing on the closing date, of each of the conditions set forth in Section 7 hereof and of this Section 8.
Additional Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Transactions are subject to the satisfaction of each of the following conditions:
Additional Conditions to the Obligations of Buyer. The obligations of ------------------------------------------------- Buyer to effect the transactions provided for herein are subject to the satisfaction of each of the following additional conditions, any of which may be waived in writing exclusively by Buyer:
(a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date, except for changes contemplated by this Agreement and except in all cases for such breaches of, inaccuracies in or omissions from such representations and warranties that do not have a Material Adverse Effect.
(b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
(c) The exclusive license granted to WTF by Seller shall be in full force and effect in accordance with its terms as of the Closing Date.