Conditions for Purchaser's Benefit Sample Clauses

The "Conditions for Purchaser's Benefit" clause defines specific requirements or events that must be satisfied before the purchaser is obligated to complete a transaction. These conditions might include obtaining regulatory approvals, securing financing, or the seller fulfilling certain representations and warranties. By setting these prerequisites, the clause protects the purchaser from being forced to proceed with the deal if key criteria are not met, thereby allocating risk and ensuring the purchaser's interests are safeguarded.
Conditions for Purchaser's Benefit. The sale and purchase of the Transferred Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser to be fulfilled and/or performed at or prior to the Time of Closing: (a) the representations and warranties of the Vendor contained in this Agreement shall be true and correct as of the Time of Closing, and the Closing of the transaction of purchase and sale herein provided for shall not be nor be deemed to be a waiver of the covenants, representations and warranties contained in this Agreement, which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser as provided in Article V hereof; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at or before the Time of Closing shall have been complied with or performed; (c) there shall have been obtained from all appropriate federal, state, provincial, local, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Transferred Assets contemplated hereby; (d) no action or proceeding in Canada or the United States by law or in equity shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Transferred Assets contemplated hereby. In case any of the foregoing terms and conditions shall not have been fulfilled or performed at or prior to the Time of Closing, the Purchaser may terminate this Agreement by notice in writing to the Vendor and in such event the Purchaser shall be released from all obligations hereunder, and, unless the Purchaser can show that the condition or conditions for the non-performance of which the Purchaser has terminated this Agreement are reasonably capable of being performed or caused to be performed by the Vendor, then the Vendor shall also be released from all obligations hereunder; however, that the Purchaser shall be entitled to waive compliance with any such terms and conditions in whole or in part if it sees fit to do so without prejudice to any of its rights of termination in the event of non-performance or non-fulfilment of any other term or condition in whole or in part.
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Conditions for Purchaser's Benefit. Purchaser's obligation to complete the purchase hereunder is subject to the following conditions precedent:
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Conditions for Purchaser's Benefit. Purchaser shall not be obligated to complete the transaction contemplated hereby unless, on the Closing Date, each of the following conditions has been satisfied, it being understood that these conditions are included for the exclusive benefit of Purchaser and may be waived in writing in whole or in party by Purchaser at any time:
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Conditions for Purchaser's Benefit. The obligations of Purchaser under this Agreement shall be subject to the satisfaction at or prior to the Closing of the following conditions (each of which is for the exclusive benefit of Purchaser and may be waived in writing by Purchaser): a) all actions on the part of Nortel necessary to authorize the execution, delivery and performance of this Agreement and the other agreements provided for herein, and the consummation of the transactions contemplated herein and therein, shall have been duly and validly taken by Nortel; b) all of Nortel's representations and warranties contained in this Agreement and in the Transaction Agreements shall be true in all material respects at and as of the Time of Closing and Nortel shall have performed and satisfied in all respects all covenants and agreements required by this Agreement to be performed and satisfied by Nortel at or prior to the Closing; c) Nortel shall have executed and delivered to Purchaser the Stock and Warrant Purchase Agreement; d) Nortel shall have executed and delivered to Purchaser the Registration Rights Agreement; * Certain confidential portions of this Exhibit were omitted by means of blacking out the text (the "Mark"). This Exhibit has been filed separately with the Secretary of the Commission without the Mark ▇▇▇suant to the Company's Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
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Conditions for Purchaser's Benefit. The obligation of Purchaser to acquire the Transferred Interest pursuant to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is specifically set forth in this Agreement) of all of the following conditions precedent, which conditions are for the benefit of Purchaser only and the satisfaction of which may be waived only in writing by Purchaser: (a) Prior to the expiration of the Inspection Period, Purchaser shall have satisfied itself, in Purchaser’s sole and absolute discretion, as to all aspects of the suitability of the Real Property for Purchaser’s purposes; provided, however, that if Purchaser fails to terminate this Agreement by written notice to Seller and Escrow Agent within the Inspection Period pursuant to Section 3.1 above or if Purchaser timely delivers a Notice of Acceptability pursuant to Section 3.1 above, then all of the conditions set forth in this Section 7.1(a) shall conclusively be deemed to be satisfied.
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Conditions for Purchaser's Benefit. The obligations of Purchaser to consummate the transaction contemplated hereby are subject to the following conditions, any of which, if not fulfilled by the Closing or as otherwise provided herein, shall entitle Purchaser (at its option) to terminate this Agreement: (a) The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction, provided that any such proceeding or action contemplated by this Section 6.1(a) shall not be deemed to include any proceeding or action brought by, through or under Purchaser. (b) No material and adverse change shall have occurred, without Purchaser's written consent, in the state of title matters disclosed in the Title Commitment and the Survey which are not cured by Seller at or before the Closing. (c) Seller shall have timely complied with its obligations hereunder. (d) All warranties and representations made by Seller herein shall have been and remain truthful in all material respects. (e) Approval of the Board of Commissioners. In the event the Board of Commissioners fails to approve this transaction prior to the expiration of the Due Diligence Period, this Agreement shall terminate automatically without further action of the Parties, whereupon the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser and the Parties shall have no further rights or obligations hereunder expect those that explicitly survive termination of this Agreement.
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Conditions for Purchaser's Benefit. The obligations of Purchaser to consummate the transaction contemplated hereby are subject to the following conditions, any of which, if not fulfilled by the Closing or as otherwise provided herein, shall entitle Purchaser (at its option) to terminate this Agreement and receive the Deposit as specified in Section 3.1.1 of this Agreement: 13.2.1 The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction and no governmental moratorium, statute, or regulation is effected after the end of the Due Diligence Period that would materially and adversely affect the Property or use or operation thereof. 13.2.2 The Title Company is unconditionally committed to issue a title policy based upon the Title Commitment (modified as required by this Agreement) subject only to the Permitted Exceptions upon payment of the applicable premium. 13.2.3 Seller shall have timely complied with its obligations hereunder and is not then in default hereunder beyond any applicable notice or cure period. 13.2.4 All warranties and representations made by Seller herein shall have been and remain truthful in all material respects. 13.2.5 Purchaser shall have received, on or before the Closing Date, the Required Estoppel Certificates. 13.2.6 No material default shall have occurred since the end of the Due Diligence period. and shall be continuing beyond any applicable notice and cure period with respect to any of the Required Leases.
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Conditions for Purchaser's Benefit. The obligations of Purchaser to consummate the transaction contemplated hereby are subject to the following conditions, any of which, if not fulfilled by the Closing or as otherwise provided herein, shall entitle Purchaser (at its option) to terminate this Agreement: (a) The transactions contemplated under this Agreement to be effected on the Closing Date shall not have been restrained or prohibited by any injunction or order or judgment rendered by any court or other governmental agency of competent jurisdiction, provided that any such proceeding or action contemplated by this Section 6.1(a) shall not be deemed to include any proceeding or action brought by, through or under Purchaser. (b) No material and adverse change shall have occurred, without Purchaser's written consent, in the state of title matters disclosed in the Title Commitment and the Survey which are not cured by Seller at or before the Closing. (c) Seller shall have timely complied with its obligations hereunder. (d) All warranties and representations made by Seller herein shall have been and remain truthful in all material respects. (e) Approval of the Board of Commissioners. In the event the Board of Commissioners fails to approve this transaction prior to the expiration of the Due Diligence Period, this Agreement shall terminate automatically without further action of the Parties, whereupon the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser and the Parties shall have no further rights or obligations hereunder expect those that explicitly survive termination of this Agreement.
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Related to Conditions for Purchaser's Benefit

  • Conditions for Closing 3.1 The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by the Buyers (in their sole discretion) in writing of the following conditions precedent (the “Conditions”) prior to the Closing: (a) each of the Warranties made by the Sellers in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date; (b) each of the Sellers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by each of the Sellers prior to the Closing; (c) there shall be no proceedings pending, or threatened, against any of the Buyers, the Sellers or the Company arising out of or in connection with this Agreement or its subject matter (including, without limitation, its validity, formation at issue, effect, interpretation, performance or termination); (d) all authorization and consents of any governmental authority, and any permits in connection with the Closing as contemplated under this Agreement, shall have been duly obtained and effective as of the Closing Date; including but not limited to the completion of the following: (i) the approval of the transactions contemplated under this Agreement with the local MOC (including Circular 10 approval); and (ii) the registration of the transfer of the Acquired Equity Interests from Sellers to the Buyers with the local AIC. (e) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing the transfer of the Acquired Equity Interests or of the transactions contemplated under this Agreement; (f) the delivery of necessary documents for the Closing, including but not limited to the copies of the documents listed under Articles 3.1, Article 6.2.1 and the duly executed Agreement; (g) the due execution of a joint venture contract (the “JV Contract”) between the Seller and the Buyers substantially in the form and substance of Schedule 3 attached hereto; and an agreed articles of association (the “AOA”) of the Company substantially in the form and substance of Schedule 4 attached hereto; (h) there has not occurred between the date of this Agreement and the Closing Date any Event that has a Material Adverse Effect; (i) the Company has duly obtained certain certificates, approvals and registrations as listed in Schedule 5, on terms acceptable and to the satisfaction of the Buyers (the “Specific Permits”); (j) the due execution and delivery of a capital increase agreement (the “Capital Increase Agreement”) between Yiyuan and the Buyers substantially in the form and substance as listed in Schedule 6, including the completion of the related registration of such capital increase by providing a copy of the approval letter issued by the relevant authorities; (k) a board resolution of the Joint Venture Company approving the capital increase under the Capital Increase Agreement and the execution of the Capital Increase Agreement; (l) a consent letter from Qingdao branch of Bank of Communication (the “Lender”) in a form and substance as listed in Schedule 7, which provides consent to the Company for the consummation of the transactions contemplated under this Agreement in accordance with the loan agreements between the Lender and the Company dated October 28, 2014 and January 20, 2015; (m) official letters from the local environmental, market supervisory and land use right authorities, in a form and substance as listed in Schedule 8, in which such authorities ensure that the Company can continue with its operation; (n) a written confirmation with the supporting documents from Seller that the transactions contemplated in this Agreement does not require any approval from the Chinese Antitrust authority, i.e., the MOC, to the satisfaction of the Buyers as listed in Schedule 9; (o) a letter jointly executed by Jishang Real Estate Co., Ltd (the “Jishang”) and Ruiyuandingshi Investment Co., Ltd (the “Ruiyuandingshi”) (in a form and substance as listed in Schedule 10), where Jishang and Ruiyuandingshi each waives any of its right in the equity interest and any other interest in the Company and any prior agreement it executed with any of the Sellers or the Company with respect to the equity transfer of the Company, and shall have no claim against any of the Sellers, the Company or the Buyers (“Waiver Letter”); and (p) The Company has completed the renewal of China Compulsory Certification as listed in Schedule 11 (the valid term at least until December 31, 2017). 3.2 The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or written waiver by each of the Sellers (in its sole discretion) of such of the following conditions precedent prior to the Closing: (a) each of the warranties made by the Buyers in Article 8 of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date; (b) the Buyers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by the Buyers prior to the Closing; (c) there shall be no proceedings pending, or threatened, against the Buyers, the Sellers and the Company arising out of or in connection with this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination) or any transaction contemplated by this Agreement, that, if adversely determined against such person, would have any impact on the Company’s Business in any aspect; and (d) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing consummation of the transaction contemplated under this Agreement.

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to Purchaser’s Obligations Purchaser's obligations to perform this Agreement and consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Purchaser), on or before the Closing Date, of each of the following conditions precedent:

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.