Additional Conditions to the Obligations of Purchaser Clause Samples
The "Additional Conditions to the Obligations of 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 may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being bound to close the transaction if key conditions are not met, thereby allocating risk and ensuring that the purchaser only proceeds when all agreed-upon standards are satisfied.
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect this Agreement and the transactions contemplated hereby 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, by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser 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, by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to effect the transactions contemplated by this Agreement are also subject to the fulfillment at or prior to the Closing of the following conditions, unless such conditions are waived in writing by Purchaser:
(a) Seller shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed and complied with by it or them hereunder at or prior to the date of Closing;
(b) the representations and warranties of Seller set forth in this Agreement shall be true and correct on the date of this Agreement and on the date of Closing;
(c) Purchaser shall have received true and complete copies of the articles of incorporation and by-laws of Resources and the resolutions of Resources’ directors approving this Agreement and the transactions contemplated hereby;
(d) Seller and Resources shall have executed and delivered the Management and Incentive Fee Waiver Agreement in substantially the form attached hereto as Exhibit A;
(e) Resources shall not have suffered or incurred any Material Adverse Effect since December 31, 2015;
(f) Resources, the Shares, and RHR’s assets, shall have been, or will be effective as of the time of Closing, released from any and all Liens, indebtedness, obligations and liabilities under the AgCredit Agreement (as defined on Schedule 4.5);
(g) All employees of Resources shall have been, or will be effective as of the time of Closing, terminated or transferred to the payroll of Seller or another entity other than Resources;
(h) Purchaser shall have received such other documents and instruments as may reasonably be required by Purchaser to consummate the transactions contemplated by this Agreement; and
(i) Purchaser shall have completed, and in its sole discretion be satisfied with the results of its due diligence investigation of Resources, including but not limited to an absence of liabilities.
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions:
Additional Conditions to the Obligations of Purchaser. The ----------------------------------------------------- consummation of the transactions contemplated by this Agreement by Purchaser under this Agreement 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, by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the First Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the First Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligation of Purchaser to consummate the purchase of the Acquired Assets and assumption by Purchaser of the Assumed Liabilities contemplated hereby is subject to the satisfaction, at or prior to the Closing, of each of the following additional conditions:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser and BIL to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the conditions set forth in this Section 6.3, any of which may be waived, in writing, exclusively by Purchaser:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to proceed with the Closing are also subject to the following conditions any and all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Additional Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and effect the Option Closing shall be subject to the satisfaction on or prior to the Option Closing Date of each of the following conditions, any of which may be waived, in writing, by Purchaser: