Conditions of the Purchaser’s Obligations Sample Clauses
The "Conditions of the Purchaser’s Obligations" clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete their obligations under a contract, such as making payment or taking delivery of goods or services. These conditions may include obtaining regulatory approvals, the seller fulfilling certain warranties, or the absence of material adverse changes affecting the transaction. By clearly outlining these prerequisites, the clause protects the purchaser from being bound to perform if key conditions are not met, thereby managing risk and ensuring that both parties are aligned on the necessary steps before closing.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the accuracy of the representations and warranties of the Operating Partnership and the Company herein included, to the performance by the Operating Partnership and the Company of their respective obligations hereunder, and to the following further conditions:
(a) At each Closing Date, (i) no proceedings shall be pending or, to the knowledge of the Operating Partnership or the Company, threatened against the Operating Partnership, the Company or any Subsidiary before or by any Federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in any Material Adverse Effect, (ii) the representations and warranties set forth in Section 1 hereof shall be accurate as though expressly made at and as of such Closing Date; and (iii) each of the Operating Partnership and the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Date.
(b) At each Closing Date, the Purchaser shall have received a certificate executed by the president or chief executive officer and the chief financial officer of the Company, dated as of such Closing Date, on behalf of the Company and as general partner of the Operating Partnership, certifying that the representations and warranties contained in Section 1 are accurate as if made at the applicable Closing Date and that the conditions precedent set forth in this Section 6 have been satisfied.
(c) At each Closing Date, the Purchaser shall have received a certificate executed by the secretary of the Company, dated as of the date hereof, on behalf of the Company and as general partner of the Operating Partnership, certifying as to the resolutions of the Board of Directors of the Company, on behalf of the Company and as general partner of the Operating Partnership, and other limited partnership and corporate proceedings relating to the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d) At the initial Closing Date, the Purchaser shall have received (i) the Amendment and the Partnership Agreement, substantially in the forms attached hereto as Exhibits A-1 and A-2, respectively, duly executed by the Company, in its capacity as general partner of the Operating Partnership, and on behalf of the existing limited partner...
Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before the IPO Closing Date, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the $15 Exercise Price Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Founders’ Units and Private Placement Warrants is subject to the fulfillment, on or before the applicable Closing Date, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Underwriter Placement Units is subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
Conditions of the Purchaser’s Obligations. The obligations of each Purchaser under Section 1 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Purchasers.
Conditions of the Purchaser’s Obligations. The obligations of the Purchasers to purchase and pay for the Purchased Preferred Securities shall be subject in their discretion to the accuracy of and compliance in all material respects with the representations and the warranties of the Issuers herein contained as of the date hereof and the Closing Date, to the performance by the Issuers of their obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission prior to the Closing Date.
(b) You shall have received an opinion, dated the Closing Date, of A▇▇▇▇▇▇▇ & B▇▇▇, LLP, Kansas counsel for the Issuers, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Kansas, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Use Disclosure Package and the Prospectus;
(ii) The Corresponding Debt Securities have been duly authorized, executed, issued and delivered by the Company and constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and the Guarantee except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general principles of equity;
(iii) Each of the Indenture, the Trust Agreement and the Guarantee has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general principles of equity;
(iv) The Indenture, the Trust Agreement, the Guarantee and the Corresponding Debt Securities conform as to legal matters in all material respects to the descriptions thereof contained in the Registration Statement, the General Use Disclosure Package and the Prospectus;
(v) All approvals of the State Corporation Commission of the State of Kansas which are required for the issuance, sale and delivery of the Purchased Preferred Securities, the Corresponding Debt Securities, the...