Conditions Precedent to Obligations of Purchaser Sample Clauses
The "Conditions Precedent to Obligations of Purchaser" clause defines specific requirements that must be satisfied before the purchaser is legally obligated to complete the transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By setting these prerequisites, the clause protects the purchaser from being bound to the deal if key conditions are not met, thereby managing risk and ensuring that the purchaser only proceeds when all agreed-upon criteria are fulfilled.
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 operat...
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser under this Agreement and under the Assignment Agreement are subject to the satisfaction of the following conditions as of the Closing Date:
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the following conditions, any of which may be waived in writing by Purchaser:
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which condition may be expressly waived in writing by Purchaser.
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in whole or in part in writing in the sole discretion of Purchaser.
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:
Conditions Precedent to Obligations of Purchaser. Purchaser’s obligation to purchase the Assets and to close the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions at or prior to the Closing except to the extent specifically waived in writing by Purchaser in whole or in part at or prior to the Closing:
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser under this Agreement to consummate the Transaction are, at the option of Purchaser (which may be waived specifically in writing by Purchaser, in whole or in part), subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions Precedent to Obligations of Purchaser. The obligations of Purchaser under this Agreement with respect to the Sale Date are subject to the satisfaction at or prior to each Sale Date of the following conditions:
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 Sellers set forth in this Agreement shall be true and correct at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 10.1(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together result in a Material Adverse Effect, and Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect;
(b) Sellers 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 it prior to the Closing Date, and Purchaser shall have received a certificate signed by an authorized officer of Parent on behalf of Sellers, dated the Closing Date, to the forgoing effect; and
(c) Sellers shall have delivered, or caused to be delivered, to Purchaser all of the items set forth in Section 4.2.