Conditions Precedent of Buyer Clause Samples

Conditions Precedent of Buyer. The obligation of Buyer to consummate the transactions to be performed by it at the Closing is subject to the satisfaction of each of the following conditions prior to or at the Closing Date:

Conditions Precedent of Buyer. Buyer need not consummate the transactions contemplated by this Agreement unless the following conditions shall be fulfilled:

Conditions Precedent of Buyer. The obligations of Buyer to effect the Closing under this Agreement are subject to the satisfaction of each of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law: (a) The representations and warranties of Seller contained in this Agreement and in any closing certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects at and as of the Closing Date as though made at and as of that time other than such representations and warranties as are specifically made as of another date, and Seller shall have delivered to Buyer a certificate to that effect. (b) Seller shall have performed and complied with all covenants of this Agreement to be performed or complied with by it at or prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect. (c) No legal action or proceeding shall have been instituted after the date hereof against the Purchased Assets or against Buyer arising by reason of the acquisition of the Purchased Assets pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a material adverse effect on Buyer or (iii) to have a material adverse effect on Buyer's right to own, operate or control the Business. (d) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority, whether required contractually or by applicable law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller prior to the Closing Date, and Seller shall have delivered to Buyer a certificate to that effect. (e) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or delivered. (f) No casualty, loss or damage shall have occurred on or prior to the Closing Date to any of the properties or assets of Seller.

Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer.

Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer. (a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Seller shall have complied with and satisfied in all material respects all agreements and conditions relating to Selling Fund set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) Buyer shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Seller, in such individual's capacity as an officer of Seller and not as an individual, to the effect that the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) The dividend or dividends described in the last sentence of Section 3.14(a) shall have been declared. (e) Buyer shall have received from Seller confirmations or other adequate evidence as to the tax costs and holding periods of the assets and property of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement. (f) To the extent applicable, the Investment Adviser shall have terminated or waived, in either case in writing, any rights to reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by the Investment Adviser pursuant to voluntary and contractual fee waiver or expense limitation commitments between the Investment Adviser and Selling Fund.

Conditions Precedent of Buyer. The obligations of Buyer hereunder to consummate the Transaction contemplated herein shall be subject, in each instance, to the following conditions:

Conditions Precedent of Buyer. 19 SECTION 6.2. Mutual Conditions....................................... 20 SECTION 6.3. Conditions Precedent of Seller.......................... 21

Conditions Precedent of Buyer. The obligation of Buyer to purchase the Company Shares pursuant to this Agreement and to otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part): 3.2.1 receipt of the closing deliveries of Seller as set forth in Section 4.1.

Conditions Precedent of Buyer. The obligations of Buyer under this Agreement to proceed with the purchase and other transactions contemplated hereby, are, subject to the fulfillment of all of the following conditions at or prior to the Closing, and Sellers shall use commercially reasonable efforts to cause each such condition to be fulfilled: