CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE Clause Samples

This clause defines the specific requirements that must be satisfied before the buyer is legally obligated to complete the transaction at closing. Typically, these conditions may include the seller delivering clear title, obtaining necessary regulatory approvals, or ensuring that all representations and warranties remain true up to the closing date. By setting these prerequisites, the clause protects the buyer from being forced to close if key obligations or assurances have not been met, thereby allocating risk and ensuring that the buyer only proceeds when all agreed-upon conditions are fulfilled.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. Section 6.01. The obligations of the Buyer hereunder are, at its option, subject to the conditions that on or before the closing date: Proceedings and Instruments Approved by Counsel for Buyer (a) All actions, proceedings, instruments, and documents required to carry out this agreement, or incidental thereto, and all other related legal matters shall have been approved by counsel for the Buyer.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. 9.1 Accuracy of Representations 83 9.2 Sellers’ Performance 84 9.3 No Order 84 9.4 Governmental Authorizations 84 9.5 Sellers’ Deliveries 84 9.6 Sale Order 84 9.7 Assumed Contracts 84 9.8 Material Adverse Effect 85 9.9 UMWA; USW 85
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part), and each of the Sellers shall use commercially reasonable efforts to cause such conditions to be fulfilled; provided, however, Buyer's election to proceed with the closing of the Contemplated Transactions shall not be deemed a waiver of any breach of any representation, warranty or covenant contained herein, whether or not known to Buyer or existing on the Closing Date:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. 9.1 Accuracy of Representations 9.2 Seller’s Performance 9.3 No Order 9.4 Governmental Authorizations 9.5 Seller Deliveries 9.6 Consents 9.7 Financing 9.8 Damage to Assets 9.9 TIF Bonds 9.10 Ord Purchase Agreement. 9.11 Rail Access Agreement
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer under this Agreement to consummate the transactions contemplated hereby are not subject to any conditions.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. Accuracy of Representations 36 8.2 Sellers’ Performance 36 8.3 No Order 36 8.4 Sellers’ Deliveries 36 8.5 Bidding Procedures Order and Sale Order in Effect 36 8.6 Contracts with DMS 36 8.7 Cure of Defaults 37 8.8 No Casualty Loss 37 9.1 Accuracy of Representations 37 9.2 Sale Order in Effect 37 9.3 Buyer’s Performance 37 9.4 No Order 38 9.5 Buyer’s Deliveries 38
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing or such earlier date as set forth below, of each of the following conditions. To the extent that the deadline for satisfaction of any of the conditions set forth below is on a date prior to the Closing Deadline, Buyer shall be deemed to have waived such condition as a condition precedent to Closing if it does not object in writing, delivered to Seller, on or before the applicable deadline:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE 
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Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part in its sole discretion):