Conditions Applicable to Purchaser Sample Clauses

The "Conditions Applicable to Purchaser" clause sets out specific requirements or obligations that the purchaser must fulfill under the contract. These may include providing necessary documentation, making timely payments, or obtaining regulatory approvals before certain actions can proceed. By clearly outlining what is expected from the purchaser, this clause ensures that both parties understand the prerequisites for the contract’s performance, thereby reducing the risk of disputes and facilitating smooth transaction completion.
Conditions Applicable to Purchaser. The obligation of Purchaser under this Agreement to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Purchaser of the following conditions as of the Closing Date:
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Conditions Applicable to Purchaser. The obligations of Purchaser to effect the Closing and pay the Purchase Price pursuant to Section 2.3 hereof, shall be subject to the satisfaction of the following conditions, as of the Closing Date, any of which may be waived in writing by Purchaser in its sole discretion: (a) The representations and warranties set forth in the Transaction Documents shall be true, correct and complete in all material respects on and as of the Closing Date (except that representations and warranties that refer to a specific earlier date shall be true and correct on such earlier date). (b) All notices to and consents, approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect. (c) All of the Transaction Documents shall have been executed and delivered by Seller to Purchaser, and Purchaser shall have received the same. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed (d) The Protective Rights Agreement shall have been duly executed and delivered by all the parties thereto, together with UCC-1 financing statements for filing under the UCC in Oregon, and such agreement shall be in full force and effect. (e) Bayer shall have executed and delivered a fully executed copy of the Bayer Consent to Purchaser substantially in the form set forth in Exhibit B. (f) Seller shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents. (g) There shall not have occurred any event or circumstance that could reasonably be expected to have an Adverse Change. (h) The Parties and the Escrow Agent shall have executed the Joint Escrow Agreement and established the Joint Escrow Account.
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Conditions Applicable to Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated by this Agreement are, in addition to the condition contained in Section 7.1, subject to the satisfaction of the following conditions as of the Closing Date: (a) Performance of This Agreement. Each of the terms, covenants and conditions of this Agreement to be complied with and performed by the Seller at or prior to the Closing Date shall have been fully complied with and performed in all material respects.
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Conditions Applicable to Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated by this Agreement are subject to the fulfillment or satisfaction (or waiver at its discretion), on or prior to Closing, of the following conditions: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct on the Effective Date, and shall also be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, except (i) to the extent such representations and warranties speak as of an earlier date and (ii) where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. (b) All the terms, covenants and conditions of this Agreement to be complied with or performed by Seller on or before the Closing Date shall have been complied with or performed in all material respects. (c) Neither the consummation nor the performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause Purchaser to suffer any adverse consequence under, any applicable Law. (d) Since the Effective Date, there shall have been no Material Adverse Effect. (e) Seller shall have delivered all of the deliverables required under Section 4.2(a).
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Related to Conditions Applicable to Purchaser

  • General Conditions Applicable to Option to Build If the Interconnection Customer assumes responsibility for the design, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, (1) the Interconnection Customer shall engineer, procure equipment, and construct the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades (or portions thereof) using Good Utility Practice and using standards and specifications provided in advance by the Participating TO; (2) The Interconnection Customer’s engineering, procurement and construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades shall comply with all requirements of law to which the Participating TO would be subject in the engineering, procurement or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (3) the Participating TO shall review, and the Interconnection Customer shall obtain the Participating TO’s approval of, the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, which approval shall not be unreasonably withheld, and the CAISO may, at its option, review the engineering design, equipment acceptance tests, and the construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (4) prior to commencement of construction, the Interconnection Customer shall provide to the Participating TO, with a copy to the CAISO for informational purposes, a schedule for construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades, and shall promptly respond to requests for information from the Participating TO; (5) at any time during construction, the Participating TO shall have the right to gain unrestricted access to the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades and to conduct inspections of the same; (6) at any time during construction, should any phase of the engineering, equipment procurement, or construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades not meet the standards and specifications provided by the Participating TO, the Interconnection Customer shall be obligated to remedy deficiencies in that portion of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades; (7) the Interconnection Customer shall indemnify the CAISO and Participating TO for claims arising from the Interconnection Customer's construction of the Participating TO's Interconnection Facilities and Stand Alone Network Upgrades under the terms and procedures applicable to Article 18.1

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be conducted on an arm’s length basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be on terms no less favorable to the Borrower than would be the case if such Person were not such an Affiliate or as otherwise expressly permitted in this Agreement. (b) Upon each contribution of one or more Collateral Loans from the BDC to the Borrower and upon each acquisition by the Borrower of a Collateral Loan from the BDC, the Collateral Manager or any of their respective Affiliates (each such contribution or other such acquisition, an “Affiliate Loan Acquisition”) (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered to the Collateral Agent (or the Custodian on its behalf, as applicable), provided, that, notwithstanding the foregoing, the Related Documents and Loan Checklist may be delivered within ten (10) Business Days of the contribution or acquisition. (c) The Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under this Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal Balance of all Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the Net Purchased Loan Balance; provided that, the sum of the Aggregate Principal Balance of all Defaulted Collateral Loans or Ineligible Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the Net Purchased Loan Balance. For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty Loans (as defined in the Purchase and Sale Agreement) or (ii) where Collateral Loans are sold by the Borrower in connection with a Permitted Securitization.

  • Conditions Applicable to Insurance All policies of insurance required by this solicitation or any Contract resulting from this solicitation must meet the following requirements:

  • General Conditions Applicable to Insurance All policies of insurance required by this section shall comply with the following requirements:

  • Provisions Applicable to FMR Fiioc and FSC 1. For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee, payable monthly by each class of the Fund as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub-paragraph (e) of this paragraph 1, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Fund experienced better or worse performance than an appropriate index (the “Index”). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Fund over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Fund over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee for a class and the Performance Adjustment will be computed as follows: