CONDITIONS PRECEDENT FOR PURCHASER Clause Samples

CONDITIONS PRECEDENT FOR PURCHASER. All obligations of the Purchaser under this Agreement are subject to the fulfilment, prior to or at the Time of Closing, of each of the following conditions: 7.1 The Vendor shall have transferred all of the Purchased Shares to the Purchaser and such shares shall be registered on the books of the Company in the name of the Purchaser or as the Purchaser may direct in writing at the Time of Closing. 7.2 The representations, warranties, covenants and agreements of the Vendor set forth in this Agreement shall be true and correct as of the date of the Agreement and shall be true and correct as of the Closing Date as if made by the Vendor on the Closing Date. 7.3 The Vendor shall have fulfilled and/or complied with all of the obligations, covenants and agreements herein contained to be performed or caused to be performed by it. 7.4 The conditions contained in this Article 7 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and, shall not be constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or such part of such condition, as the case may be.
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CONDITIONS PRECEDENT FOR PURCHASER. All obligations of the Purchaser under this Agreement are, at its option, subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
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CONDITIONS PRECEDENT FOR PURCHASER. All obligations of the Purchaser under this Agreement are subject to the fulfilment, prior to or at the Time of Closing, of each of the following conditions: 7.1 The Vendor shall have transferred all of the Purchased Shares to the Purchaser and such shares shall be registered on the books of the Company in the name of the Purchaser or as the Purchaser may direct in writing at the Time of Closing. 7.2 The representations, warranties, covenants and agreements of the Vendor set forth in this Agreement shall be true and correct as of the date of the Agreement and shall be true and correct as of the Closing Date as if made by the Vendor on the Closing Date. 7.3 The Vendor shall have fulfilled and/or complied with all of the obligations, covenants and agreements herein contained to be performed or caused to be performed by it. 7.4 There shall have been no material adverse change in the consolidated affairs, assets, liabilities, financial condition or business of the Company from the date hereof. 7.5 There shall not have been commenced or threatened any action or proceeding which seeks to make illegal, enjoin, restrict or prevent the consummation of the transactions contemplated by this agreement. Neither the Vendor nor the Company shall be subject to any statute, rule or regulation of any government or governmental or other regulatory body or to any order, decree or injunction of a court of competent jurisdiction, which makes it illegal, enjoins or prevents the consummation of the transactions contemplated by this agreement. 7.6 The Vendor shall have provided the Purchaser a certificate executed by a senior officer of the Vendor certifying the matters specified in Sections 7.2, 7.3, 7.4 and 7.5 hereof. 7.7 The conditions contained in this Article 7 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time. The Vendor acknowledges that the waiver by the Purchaser of any condition or any part of any condition shall constitute a waiver only of such condition or such part of such condition, as the case may be, and, shall not be constitute a waiver of any covenant, agreement, representation or warranty made by the Vendor herein that corresponds or is related to such condition or such part of such condition, as the case may be.
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CONDITIONS PRECEDENT FOR PURCHASER. The obligations of PDI and Newhawk to carry out the terms of this Agreement and to complete the purchase of the Claims are subject to each of the following conditions:
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CONDITIONS PRECEDENT FOR PURCHASER. The Purchaser’s completion of the Closing shall be conditional upon satisfaction or waiver of the following conditions: (a) The representations and warranties made by the Seller on the date hereof are true, correct, accurate, complete and not misleading; (b) The Seller has performed and complied with such relevant commitments, obligations and conditions as specified herein, except those expressly stated under this Agreement to be performed only after the Closing in fact takes place; (c) The Seller has consummated relevant approval or completed its reporting requirements as may be required from regulatory authorities or other authorities for execution of, performance of and compliance with this Agreement and for the transaction contemplated hereunder; and (d) The Seller shall, to its best efforts and to the extent practicable, (A) have consummated filing and registration with the MOFCOM in respect of this Agreement and the transaction contemplated hereunder; and (B) procure that the competent AIC has registered the Purchaser as the shareholders of the Sale Equity and registered new directors, senior executives appointed by the Purchaser and New AoA, and has issued the new business license.
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CONDITIONS PRECEDENT FOR PURCHASER. The obligation of the Purchaser to complete the agreement of purchase and sale constituted on the execution and delivery of this Agreement shall be subject to the following conditions precedent:
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CONDITIONS PRECEDENT FOR PURCHASER. The obligations of Purchaser to consummate the purchase of the Stock pursuant to the terms of this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, provided, however, that any or all such conditions may be waived in whole or in part by Purchaser:
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CONDITIONS PRECEDENT FOR PURCHASER. The Purchaser’s completion of the Closing shall be conditional upon satisfaction or waiver of the following conditions: (a) The representations and warranties made by the Seller on the date hereof are true, correct, accurate, complete and not misleading; (b) The Seller has performed and complied with such relevant commitments, obligations and conditions as specified herein, except those expressly stated under this Agreement to be performed only after the Closing in fact takes place; (c) The Seller has consummated relevant approval or completed its reporting requirements as may be required from regulatory authorities (including without limitation of Indonesian Stock Exchange or OJK (Financial Services Authority) or other authorities for execution of, performance of and compliance with this Agreement and for the transaction contemplated hereunder; and (d) The Seller shall, to its best efforts and to the extent practicable, (A) have consummated filing and registration with the MOFCOM in respect of this Agreement and the transaction contemplated hereunder; (B) procure that the competent AIC has registered the Purchaser as the shareholders of the Sale Equity and registered new directors, senior executives appointed by the Purchaser and New AoA, and has issued the new business license; and (C) The bank loan borrowed from Bank Mandiri by AKR (Guigang) Transshipment Port Co., Ltd. has been repaid on 4 September 2017, and the funds for such repayment is provided by AKR in the way of extending the new shareholder loan to AKR (Guigang) Transshipment Port Co., Ltd..
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Related to CONDITIONS PRECEDENT FOR PURCHASER

  • Conditions Precedent to All Purchases (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Purchaser’s Conditions Precedent Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions: