Conditions for Benefit of Purchaser Clause Samples

The "Conditions for Benefit of Purchaser" clause defines the specific requirements or circumstances that must be satisfied for the purchaser to receive certain rights, benefits, or protections under the agreement. Typically, this clause outlines prerequisites such as the completion of due diligence, fulfillment of payment obligations, or the delivery of necessary documents by the seller. By clearly stating these conditions, the clause ensures that the purchaser's entitlements are contingent upon meeting agreed-upon criteria, thereby reducing ambiguity and helping to manage expectations and risk for both parties.
Conditions for Benefit of Purchaser. The obligation of the Purchaser to complete the purchase hereunder is subject to the following conditions precedent:
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Conditions for Benefit of Purchaser. The foregoing conditions are for the exclusive benefit of the Purchaser and any such condition may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendor of a written waiver to that effect, signed by the Purchaser.
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Conditions for Benefit of Purchaser. The preceding conditions are for the exclusive benefit of the Purchaser and such conditions must be fulfilled as described in subsection 8.1 or may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.
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Conditions for Benefit of Purchaser. The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date by delivery of a written waiver to that effect, signed by the Purchaser. Notwithstanding any such waiver, completion of the purchase and sale contemplated by this Agreement by the Purchaser shall not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of the Vendor set forth in Section 2 of this Agreement, and the representations and warranties of the Vendor set forth in Section 2 of this Agreement shall survive the completion and payment of the Purchase Price.
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Conditions for Benefit of Purchaser. The obligation of Purchaser to complete the sale hereunder is subject to the following conditions precedent, which are included for the sole benefit of Purchaser: (a) Material Compliance by Vendor: Vendor shall have performed or complied in all material respects with each of the terms, covenants and conditions of this Agreement to be performed or complied with by Vendor at or prior to the Closing Date; (b) Encumbrances: Vendor shall have delivered or caused to be delivered to Purchaser discharges or releases, in registrable form to the extent registration is possible or no interest letters satisfactory to Purchaser acting reasonably, of or relative to all undertakings, assignments and security interests encumbering Vendor's interest in the Assets, if any;
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Conditions for Benefit of Purchaser. VENDOR, COMPANY AND 408446 The obligation of the Purchaser, the Vendor, the Company and 408446 to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or before the Funding Time, of the following conditions and deliveries to be completed immediately prior to the Funding Time: (a) the Company shall sell to Vendor, and Vendor will purchase from the Company, the Preferred Shares for the sum of $375,000; (b) the Company shall pay out the Related Party Debt in its entirety; (c) the Company shall remit the ▇▇▇▇▇▇▇ Pension Obligation to such entity as shall be designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Concurrently therewith, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall unconditionally release the Company for all claims in relation to the ▇▇▇▇▇▇▇ Pension Obligation and enter into an amendment of the ▇▇▇▇▇▇▇ Employment Contract acknowledging deferral of payment of the ▇▇▇▇▇▇▇ Severance Obligation to June 30, 1999 and providing for an assignment to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the life insurance on his life held by the Company; (d) the Company shall declare, as evidenced by a written resolution of the board of directors of the Company that a bonus net of withholdings has been credited to the Sundog Shareholder Loan account in the net amount of $408,715 (the "1999 Bonus"). The Company shall make all remittances, including any remittances required under the Income Tax Act, to be made in connection with the payment of the 1999 Bonus; and (e) ▇▇▇▇▇▇▇ shall release the Company from that certain employment agreement dated December 22, 1989 between ▇▇▇▇▇▇▇ and the Company.
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Conditions for Benefit of Purchaser. The obligation of Purchaser to complete the Transaction shall be subject to the satisfaction of, or compliance with, the following conditions at or before the Time of Closing (which conditions Vendor hereby acknowledges are intended for the exclusive benefit of Purchaser and may be unilaterally waived by Purchaser in whole or in part):
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Conditions for Benefit of Purchaser. The obligation of the Purchaser to complete the Agreement is subject to the terms and conditions of this Agreement and the satisfaction of the following terms and conditions at or prior to the Closing date, which following terms and conditions are for the sole benefit of the Purchaser and which may be waived by the Purchaser in its sole discretion: (a) The representations and warranties of the Vendor in Section 5.2 are true and correct as of the Closing Date. (b) All of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor or otherwise at or prior to the Time of Closing shall have been performed or complied with and all other conditions herein for the benefit of the Purchaser shall have been satisfied in accordance with their terms. (c) Notwithstanding any other provisions hereof, between the date of this Agreement and the Time of Closing, no material adverse change shall have occurred with respect to the business of the Company or the prospects thereof or any of the Purchased Assets, considered as a whole. In this paragraph "material adverse change" shall mean an event such as a major product recall, the expense of which would in all likelihood have to be borne by the Purchaser following the Closing Date, the loss of a majority of the key management of the Company who cannot be replaced in the short term, a major labour dispute or other event similar to the foregoing in scope and magnitude.
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Conditions for Benefit of Purchaser. The Conditions Precedent have been inserted for the sole benefit of the Purchaser.
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Related to Conditions for Benefit of Purchaser

  • Indemnification Provisions for Benefit of the Buyer (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing. (iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).

  • Indemnification Provisions for Benefit of the Seller (i) In the event: (x) the Buyer breaches any of its representations, warranties and covenants contained herein; (y) there is an applicable survival period pursuant to Section 8(a); and (z) any Seller makes a written claim for indemnification against any Buyer pursuant to Section 11(f) within such survival period, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those Liabilities for which the Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), including, without limitation, the Retained Liabilities, the Buyer agrees to indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences relating in any way to the Acquired Interest, any of the Starfish Companies, the Subject Assets, or the ownership and operation of the Acquired Interest, any of the Starfish Companies, arising after the Effective Time. (iii) To the extent any Seller Indemnitee becomes liable to, and is ordered (pursuant to a final, non-appealable order of a court of competent jurisdiction) to pay to any third party, punitive damages proximately caused by a material breach by any Buyer of any representation, warranty or covenant contained in this Agreement, then such punitive damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in Sections 8 and 9(e), the Seller hereby waives any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of any of its representations, warranties or covenants under this Agreement or the transactions contemplated hereby.

  • Binding Effect; Benefit of Agreement This Agreement shall be binding upon and inure to the benefit of the Loan Parties, the Administrative Agent, the Collateral Custodian, the Secured Parties and their respective successors and permitted assigns. Each Indemnified Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

  • Exclusive Benefit of Parties This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

  • Benefit of Agreement This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. No other Person will have any right or obligation under this Agreement.