Conditions of Purchaser’s Obligations at Closing Clause Samples
The 'Conditions of Purchaser’s Obligations at Closing' clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete the transaction at closing. These conditions may include the seller fulfilling certain representations and warranties, obtaining necessary approvals, or delivering required documents. For example, the purchaser might not be obligated to close unless all regulatory consents have been received and the property is in the agreed-upon condition. This clause ensures that the purchaser is protected from having to proceed with the transaction if key prerequisites are not met, thereby allocating risk and promoting fairness in the closing process.
Conditions of Purchaser’s Obligations at Closing. The obligations of each Purchaser under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against any Purchaser who does not consent in writing thereto:
Conditions of Purchaser’s Obligations at Closing. The obligations of Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
Conditions of Purchaser’s Obligations at Closing. The obligations of each Purchaser to Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
Conditions of Purchaser’s Obligations at Closing. The obligations of each Purchaser under Section 1.2 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:
Conditions of Purchaser’s Obligations at Closing. The obligations of each Purchaser to purchase Shares at the applicable Closing are subject to the fulfillment of each of the following conditions.
Conditions of Purchaser’s Obligations at Closing. The obligations of the Purchaser participating in the First Closing are subject to the fulfillment, on or before the First Closing, of each of the following conditions, the waiver of which shall not be effective against such Purchaser who does not consent thereto (and the obligations of the Purchasers who participate in a Subsequent Closing are subject to the fulfillment, on or before such applicable Subsequent Closing, of each of the following conditions, the waiver of which shall not be effective against any Purchaser who does not consent thereto):
Conditions of Purchaser’s Obligations at Closing. The obligation of the Purchasers to purchase and pay for the Shares at the Closing is subject to the fulfillment as of the Closing Date of the following conditions, to each Purchaser’s satisfaction or waiver in their sole and absolute discretion:
Conditions of Purchaser’s Obligations at Closing. The obligations of such Purchaser under this Agreement are subject to the fulfillment, on or prior to the date of such Closing, of each of the following conditions, any of which may be waived in whole or in part in writing by such Purchaser:
(a) The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true and correct on and as of the Initial Closing and shall be true and correct in all material respects on and as of any applicable Subsequent Closing Date, the with the same force and effect as if they had been made on and as of the same date.
(b) The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the date of such Closing.
(c) No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise) shall have occurred between the date hereof and such Closing and the President and/or Chief Executive Officer of the Company shall deliver to such Purchaser, if requested, at each such applicable Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and (c) have been fulfilled.
(d) Except for the notices required or permitted to be filed after the date of such Closing pursuant to applicable federal and state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities.
(e) At such applicable Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Securities shall be legally permitted by all laws and regulations to which such Purchaser and/or the Company are subject.
(f) At such applicable Closing, the Company shall have delivered to the Purchaser, if requested, a certificate executed by the Secretary of the Company dated as of the date of such Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate of Incorporation or Bylaw as of and on the date of the Closing, (ii) resolutions of (A) the Board of the Company and (B) the Special Committee, each authorizing the transactions contemplated by this Agreement and the other Transaction Documents.
Conditions of Purchaser’s Obligations at Closing. The obligations of Purchaser to Seller under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived by Purchaser in its sole discretion:
4.1 The representations and warranties of Seller contained in Section 2 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. Purchaser shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, certifying that such condition has been fulfilled.
4.2 No governmental or regulatory authority of competent jurisdiction shall have issued, enacted, entered, promulgated or enforced any law, judgment, order or decree that renders the consummation of the Closing illegal, or prohibits or enjoins the Closing.
4.3 The waiting period under the HSR Act (and any extensions thereof) shall have expired or been terminated.
Conditions of Purchaser’s Obligations at Closing. The obligations of the Purchasers to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived in writing by Purchasers purchasing a majority of the shares of Convertible Stock, which waiver shall be binding upon all Purchasers: