Conditions of Purchaser Clause Samples
The 'Conditions of Purchaser' clause sets out specific requirements or obligations that the purchaser must fulfill for the contract to proceed or for certain rights to be exercised. These conditions may include obtaining necessary approvals, securing financing, or completing due diligence within a specified timeframe. By clearly outlining these prerequisites, the clause ensures that both parties understand what must occur before the purchaser is bound to complete the transaction, thereby reducing uncertainty and managing risk for both sides.
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions precedent. If Purchaser terminates this Agreement prior to the Closing Date because any such condition is not so satisfied, Purchaser shall have no liability hereunder except as otherwise set forth in Article 9 hereof. Purchaser may unilaterally waive any of the following conditions precedent to Purchaser's obligations; provided, any such waiver shall be effective only if the same is in writing, signed by Purchaser and delivered to Seller at or prior to the Closing Date:
(a) There shall not have been instituted or pending or threatened any action, suit or proceeding by or before any court, arbitrator or governmental agency challenging Purchaser's acquisition of the Business Assets or the Business, or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby or seeking damages in connection therewith.
(b) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and Seller shall have complied with all covenants and agreements and satisfied all conditions to be performed or satisfied by Seller on or prior to the Closing Date.
(c) Any approval, consent or waiting period required by any governmental agency or authority necessary or material to the consummation of the transactions contemplated hereby shall have been obtained or expired, as the case may be, including, without limitation, any applicable waiting period under the HSR Act.
(d) Purchaser shall have received a certificate of Seller substantially in the form attached hereto as Exhibit 8.1(d).
(e) The Key Employees shall have entered into the Key Employee Contracts, and Purchaser shall have received signed offer letters from at least 85% of Employees and Contractors Purchaser desires to hire as employees.
(f) Purchaser shall have received from ▇'▇▇▇▇▇ Ashenden ▇▇▇▇▇ & ▇▇▇▇, special counsel to Seller, a written legal opinion dated the Closing Date in the form attached hereto as Exhibit 8.1(f).
(g) Seller and Escrow Agent shall each have executed the Escrow Agreement.
(h) The Board of Directors of Seller shall have approved this Agreement and the material terms of the transactions ...
Conditions of Purchaser. The obligations of Purchaser to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the time of Closing of each of the following items which are conditions to the Closing.
Conditions of Purchaser. The obligations of Purchaser to consummate the Transactions shall be subject to the satisfaction (or, if permitted by applicable Legal Requirements, waiver by Purchaser (in its sole discretion)) of each of the following conditions at or prior to the Closing:
Conditions of Purchaser. The obligations of Purchaser to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Purchaser:
i. the representations and warranties of Seller contained in Section 5 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date;
ii. no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened, which would make the transactions contemplated by this Agreement illegal or otherwise prohibited, or that otherwise adversely affects the right or ability of Purchaser to consummate the Transaction;
iii. Purchaser shall have received either (A) approval of the Florida Office of Insurance Regulation to consummate the Transaction or (B) a written opinion of its legal counsel that the approval set forth in clause (A) of this Section 4(a)(iii) is not required; and
iv. Seller shall have delivered to the Purchaser the documents specified in Section 3(b).
Conditions of Purchaser. The obligations of Purchaser to effect the Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Purchaser at or prior to the Closing of each of the following conditions:
(a) the representations and warranties of the Company: (i) set forth in Schedule B10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement; (ii) set forth in Schedule B2(a), (b), (d), (g) and (h) (Capital Structure) shall be true and correct as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time) other than de minimis inaccuracies or of inaccuracies resulting in de minimis impact (in each case after taking into account the impact of any actions taken by the Company pursuant to Section 2.5); (iii) set forth in Schedule B1(a) (Organization, Good Standing and Qualification), Schedule B3 (Corporate Authority; Approval and Fairness), Schedule B4(b)(i) (No Violations) and Schedule B20 (Brokers and Finders) (the representations and warranties contemplated by clause (ii) and this clause (iii) of this Section 4.3(a), collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time); and (iv) set forth in Schedule B (other than the representations and warranties contemplated by clauses (i), (ii) and (iii) of this Section 4.3(a)) shall be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers contained therein) as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the ag...
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Seller shall have complied in all material respects with all covenants and agreements and satisfied all conditions to be performed or satisfied by Seller prior to the Closing Date;
(b) There shall not be instituted and pending or threatened any action claim or proceeding before any court or governmental entity challenging the acquisition of the Shares by Purchaser or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby; and
(c) The Purchaser shall have received the consent of its board of directors to this transaction.
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transaction contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) there shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging the acquisition of the Shares by Purchaser or otherwise seeking to restrain or prohibit the consummation of the transaction contemplated hereby or (ii) seeking to prohibit the direct or indirect ownership or operation by Purchaser of all or a material portion of the business or assets of the Company, or to compel Purchaser or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company or Purchaser;
(b) the representations and warranties of each of the Shareholders in this Agreement shall be true and correct in all respects on and as of the Closing Date with the same effect as if made on the Closing Date and each of the Shareholders shall have complied with all covenants and agreements and satisfied all conditions on such Shareholder's part to be performed or satisfied on or prior to the Closing Date;
(c) Purchaser shall have received from Cantor Arkema, P.C., counsel for the Shareholders and the Company, a written opinion dated the Closing date and addressed to Purchaser, in substantially the form attached as Exhibit B hereto;
(d) the Company shall have no Indebtedness;
(e) the Company shall be free of liabilities or have cash on hand, collectable accounts receivable, other receivables approved by the Purchaser, and salable inventory at cost in an amount at least equal to its liabilities;
(f) each Shareholder shall have entered into a Non-Competition Agreement in the form attached hereto as Exhibit C, (collectively, the "Non-Competition Agreements"):
(g) all corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents referenced herein or incident to the transactions contemplated hereby shall be in form and substance satisfactory to Purchaser and its counsel;
(h) all consents, if any, from third parties, including from any Governmental Entity, landlord, Bank or other Person, necessary for the consummation of the transactions contemplated hereby shall have been obtained;
(i) all officers and directors of the Company shall have resigned as such, effec...
Conditions of Purchaser. The obligation of Purchaser to effect an Additional Closing, including its obligation to purchase and pay for the Preferred Shares to be issued at such Additional Closing, is subject to the fulfillment to its satisfaction on or prior to such Additional Closing Date of each of the following conditions:
(a) The Company shall be current and shall have timely filed with the Commission all reports, schedules, registration statements and definitive proxy statements that the Company is required to file with the Commission;
(b) The Company shall have been in compliance with the Budget (in accordance with Section 6.25 hereof) for at least 6 months;
(c) The Company will have the right to request Purchaser to effect an Additional Closing and purchase an additional number of Preferred Shares equal to $125,000, for each quarter in which the Company's quarterly revenues for the fiscal quarter immediately preceding it are of at least $1,500,000, and/or the Company's average quarterly revenues for the two fiscal quarters immediately preceding it are of at least $1,500,000. In the event that the Company should not meet the $1,500,000 threshold in any fiscal quarter, but the average quarterly revenues of this quarter and the fiscal quarter immediately following it are of at least $1,500,000, then the Company will have the right to request Purchaser to effect an Additional Closing and purchase an additional number of Preferred Shares equal to $250,000. For the avoidance of doubt, the maximum number of Preferred Shares purchased in the Additional Closings is set forth on Schedule I (b).
(d) The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of each Additional Closing Date, and with respect hereto, after giving effect to the sale and issuance of the Preferred Shares;
(e) The Company shall have delivered to Purchaser a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in this Section 9 have been fulfilled as of the Additional Closing Date, it being understood that Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein;
(f) Purchaser shall have received from the Company an incumbency certificate, dated the Additional Closing Date, executed by one or more duly authorized officers thereof and giving the names and bearing a specimen signature of each individual w...
Conditions of Purchaser. The obligation of the Purchaser to purchase and pay for the Debenture at the Closing is subject to the satisfaction (or waiver by the Purchaser) as of the Closing of the following conditions: ) the representations and warranties contained in Section 3.2 hereof shall be true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein; ) the Company shall have simultaneously sold to the Purchaser the Debenture to be purchased by the Purchaser hereunder at the Closing; ) the purchase of the Debenture by the Purchaser hereunder shall not be prohibited by any applicable law or governmental rule or regulation and shall not subject the Purchaser to any penalty or liability under or pursuant to any applicable law or governmental rule or regulation, and the purchase of the Debenture by the Purchaser hereunder shall be permitted by laws, rules and regulations of the jurisdictions and governmental authorities and agencies to which the Purchaser is subject; and ) AIP shall have exercised the Option, paid the Option Price, offset the Loan Amount against the Option Price and paid the Spread.
Conditions of Purchaser. 27 Section 6.1