Conditions of Purchaser’s Obligations Clause Samples
The "Conditions of Purchaser’s Obligations" clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete their obligations under an agreement, such as closing a transaction. These conditions may include the seller fulfilling certain representations and warranties, obtaining necessary approvals, or the absence of material adverse changes. By clearly outlining these prerequisites, the clause protects the purchaser from being compelled to proceed if key terms are not met, thereby allocating risk and ensuring that the purchaser only becomes bound when all agreed-upon conditions are fulfilled.
Conditions of Purchaser’s Obligations. Purchaser’s obligations to consummate the transactions contemplated by this Agreement are conditioned upon the satisfaction (or written or deemed waiver by Purchaser) of each of the following conditions:
(a) The representations and warranties and disclosures made by Seller in Section 6 shall be true and correct in all material respects when made and at the time of the Closing, subject to changes occurring in accordance with this Agreement disclosed in the bring down certificate;
(b) Seller shall have discharged its material obligations under this Agreement, and all the sellers under each of the Affiliate Agreements shall have discharged their material obligations under the Affiliate Agreements;
(c) Seller shall have delivered to the Title Company for the benefit of Purchaser all documents and deliveries required to be so delivered pursuant to Section 3.2;
(d) Seller shall have terminated the Management Agreement at Seller’s sole cost and expense;
(e) If applicable, to the extent Purchaser has not received the New Liquor Permits and has otherwise complied with Section 5.12, Seller or Licensee, as applicable, shall have entered into and executed the Interim Beverage Agreement;
(f) Concurrent Closing of this Agreement with closing of each of the Affiliate Agreements shall have occurred, except for any Affiliate Agreement as to which the closing is not occurring as a result of a default of Purchaser thereunder. However, if the closing under the Affiliate Agreement for the Home2 Suites Hotel, Southaven, Mississippi (the “Southaven Affiliate Agreement”) is delayed to allow additional time to satisfy the condition in Section 12(g) thereof regarding a loan assumption, then the concurrent closing under that Affiliate Agreement shall not be a condition of the Closing under this Agreement;
(g) Purchaser or its operating lessee and Franchisor shall have executed and delivered the New Franchise Agreement, on terms (including respecting any PIP required by the Franchisor) acceptable to Purchaser in its sole and absolute discretion;
(h) Title Company shall have committed to issue the Title Insurance Policy for the Property, subject to the payment by Purchaser of any fees and expenses respecting the Title Insurance Policy required to be paid by Purchaser under Section 3.5; and
(i) If pursuant to Section 5.13, Purchaser or its operating lessee has elected to enter into the Interim Hotel Management Agreement with Manager, Manager shall have duly executed and delivered the I...
Conditions of Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. No stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Purchaser, shall be contemplated by the Commission.
(b) The Purchaser shall not have advised the Company that the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.
(c) Except as set forth in the Registration Statement or as contemplated or required by any document contained or incorporated by reference therein , subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock, or any material change in the short-term or long-term debt of the Company, or any issuance of options (other than options granted pursuant to the Company's Stock Option Plans), warrants, convertible securities or other rights to purchase the capital stock of the Company or any material adverse change or any development involving a prospective material adverse change (whether or not arising in the ordinary course of business), in the general affairs, condition (financial or otherwise), business, key personnel, property, net worth or results of operations of the Company, that, in your judgment, makes it impractical or inadvisable to offer or deliver the Firm Shares on the terms and in the manner contemplated in the Prospectus.
(d) You shall have re...
Conditions of Purchaser’s Obligations. The obligations of Purchaser hereunder are subject to the fulfillment to the reasonable satisfaction of the Purchaser, prior to or at the Closing, of each of the following conditions:
Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase the Securities on the Closing Date as provided herein is subject to the performance by the Company and the Guarantors of their respective covenants and other obligations under Sections 1(a) and 4(g) hereof and to the following additional conditions:
Conditions of Purchaser’s Obligations. The Purchaser's obligation to purchase the Shares is subject to the fulfillment, before or at the Closing, of all of the following conditions:
Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase the Shares on the Closing Date as provided herein is subject to the following conditions:
Conditions of Purchaser’s Obligations. The obligations of the Purchasers on the Closing Date are subject to the accuracy of the representations and warranties of the Offerors contained in Section 1 hereof or in certificates of any Administrator of the Trust or any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Offerors of their obligations hereunder, and to the following further conditions:
Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase the shares of Preferred Stock and consummate the transactions contemplated herein shall be subject to the satisfaction (or waiver by the Purchaser) of each of the following conditions:
(i) the representations and warranties of the Company contained in Section 4 that are qualified as to materiality shall be true and correct in all respects on and as of the date hereof and the date of the consummation of the Transactions, with the same force and effect as though made on and as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the date hereof and the date of the consummation of the Transactions, with the same force and effect as though made on and as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct in all material respects as of such specified date;
(ii) the Company shall have performed or complied, in all material respects, with its covenants required to be performed or complied with under this Agreement;
(iii) no injunction, order or decree of a court of competent jurisdiction shall: (A) modify, restrict or prohibit, in whole or in part, (x) the terms of, or consummation of, the Transactions or the transactions contemplated hereby, or (y) the Board Reconstitution, or the election (to be effective simultaneously with the Closing, by written consent of the holders of Series A Preferred Stock) of the 3 directors to be elected by the holders of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, or (B) otherwise frustrate the purpose of the Transactions, including the acquisition of certain bed products manufacturing facilities from Manama Textile ▇▇▇▇▇ WLL in Bahrain (the “Bahrain Acquisition”);
(iv) the Offer shall have expired;
(v) the Company shall have performed or complied with its obligations under Sections 6(a) – 6(h) and the matters stated in Sections 6(a) – 6(h) shall have occurred;
(vi) the Company and the other parties thereto shall have executed and delivered a definitive agreement regarding the Bahrain Acquisition;
(vii) the Company is ready willing and able to engage in the Closing and del...
Conditions of Purchaser’s Obligations. The obligations of the Purchasers hereunder shall be subject to the following additional conditions:
Conditions of Purchaser’s Obligations. Purchasers’, Purchaser Parent’s and US Purchaser’s obligations to effect the transactions contemplated by this Agreement are subject to fulfillment at or prior to the Closing of each of the following conditions precedent, unless waived in writing by Purchaser Parent: