Conditions Precedent to Obligations of the Purchasers Clause Samples
The 'Conditions Precedent to Obligations of the Purchasers' clause defines specific requirements that must be satisfied before the purchasers are legally obligated to complete their part of a transaction, such as closing a sale. These conditions might 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 purchasers from being bound to the deal if key conditions are not met, thereby managing risk and ensuring that all necessary elements are in place before proceeding.
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):
(a) all representations and warranties of the Company contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Company contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date, except to the extent expressly made as of an earlier date;
(b) the Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date;
(c) there shall not have been or occurred any Material Adverse Change since the Balance Sheet Date;
(d) no material Legal Proceedings shall have been instituted or threatened or claim or demand made against the Company or the Purchasers seeking to restrain or prohibit or to obtain material damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(e) the Company shall have paid, or reimbursed the Purchasers for, all reasonable costs and expenses provided in Section 10.4 to be borne by the Company upon consummation of the transactions contemplated hereby;
(f) the Company shall have amended its existing Shareholders' Agreement dated February 22, 1997;
(g) the Purchasers shall have been furnished evidence acceptable to the Purchasers of the recomposition of the Company's Board of Directors as contemplated by the Stockholders' Agreement; and
(h) each of the Company's employees shall have executed a Confidential Information and Inventions Assignment Agreement in the form of EXHIBIT C hereto.
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers under this Agreement to consummate the transactions contemplated hereunder are subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived, in whole or in part, by the Purchasers:
Conditions Precedent to Obligations of the Purchasers. The ----------------------------------------------------- obligation of the Purchasers to purchase the Shares is subject to the satisfaction or waiver by the Purchasers, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to transfer funds at any time is subject to the Purchaser’s due diligence and confirmation that it is satisfied with the condition of the Company, including that on each installment.
Conditions Precedent to Obligations of the Purchasers. The Purchasers' obligation to 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:
(a) The Related Transactions shall be consummated before or concurrently with the consummation of the transactions contemplated in this Agreement.
(b) The Company shall have caused to be waived any provisions contained in any employment or severance agreements with Lee H. Stein which provide for the payment, accrual or acceleration of a▇▇ ▇▇▇▇▇▇▇ (other than the accelerated vesting of stock options with respect to no more than 67,708 shares of Common Stock plus 255,319 unvested options under the Company's Compensation Reduction Plan (of a total of 351,064 options thereunder)) to such person as a result of the consummation of the transactions contemplated hereby; provided however that the Company shall have offered Mr. Stein an agreement for provision of consulting services following th▇ ▇▇▇▇▇▇▇ Date, which agreement shall provide for monthly consulting fees of no less than $6,500 per month and shall be terminable on no less than two months notice.
(c) The Purchasers shall have received indications reasonably satisfactory to them from Nasdaq to the effect that, subject to consummation of the transactions contemplated hereby and the Related Transactions and subsequent compliance by the Company with applicable requirements for continued quotation, the Common Stock will not be removed from quotation on the Nasdaq National Market on account of any potential failure to meet applicable minimum tangible net asset requirements.
(d) No preliminary or permanent injunction or other binding order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their best efforts to seek to obtain the removal of such injunction, order, decree or ruling.
(e) All representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing Date as though made at such time (except where such representations and warranties speak as of an earlier date), and the Company shall have performed and complied in all material respects with all covenants, obligations and conditions required ...
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers hereunder are subject to the fulfillment or satisfaction on or before the Closing Date of each of the following conditions (any one or more of which may be waived in writing by Greenwich II, on behalf of the Purchasers):
Conditions Precedent to Obligations of the Purchasers. The obligations of the Purchasers to purchase the Securities shall be subject to the fulfillment to the satisfaction of or waiver by the Purchasers on or prior to the Closing Date of the following conditions precedent:
Conditions Precedent to Obligations of the Purchasers. The obligation of the Purchasers to acquire the Securities on the Funding Date is subject to each of the following:
(a) The accuracy as of the Closing Date of each and every representation and warranty of the Seller, each Guarantor, and the Senior Loan Agent made in this Agreement or any other Basic Document, or in any certificate delivered to the Purchasers pursuant to or in connection with this Agreement, and receipt by the Purchasers of a Certificate executed by a duly Responsible Officer, dated as of the Funding Date, certifying that each of the representations and warranties of the Seller and each Guarantor made in this Agreement or any other Basic Document are true and correct as of the Funding Date, and that the Seller and each Guarantor has performed to date all of its respective covenants and agreements under the Basic Documents.
(b) The absence as of the Closing Date and the Funding Date of a Default or Event of Default hereunder or an "Event of Default" under the Senior Credit Agreement or any "Default"under the Senior Loan Documents that has triggered a cure period.
(c) The performance by the Seller of its respective obligations to be performed hereunder on or before the Funding Date.
(d) The satisfaction of each of the following conditions as of or prior to the Closing Date:
(i) The Purchasers (or the Trustee, where appropriate) shall have received the following, each in form and substance satisfactory to the Purchasers and in sufficient counterparts:
(A) Duly executed counterparts of this Agreement and the Indenture signed by all the parties hereto and thereto.
(B) The duly executed Financing Agreement, Structuring Fee Agreement, Guaranty Agreements, Subordination Agreement and Registration Rights Agreement, dated as of the Closing Date in form and substance satisfactory to Purchasers.
(C) Duly executed counterparts of the Collateral Documents (including without limitation UCC-1 Financing Statements).
(D) Certificates of good standing as to the Seller and each Guarantor issued by the Secretary of State of their respective states of incorporation or formation.
(E) The duly executed certificate of the Secretary of the Seller setting forth (i) resolutions of its directors in form and substance satisfactory to the Purchasers with respect to the authorization of this Agreement and the other Basic Documents to which it is a party and the transactions contemplated hereby and thereby; (ii) the names and true signatures of the officers authorized to s...
Conditions Precedent to Obligations of the Purchasers. The obligation ----------------------------------------------------- of the Purchasers 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 URI in whole or in part to the extent permitted by applicable Law):
(a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof; and all representations and warranties of the Sellers contained herein that are qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;
(b) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date;
(c) URI shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to URI) from each Seller certifying as to the fulfillment of the conditions specified in Sections 7.1(a) and 7.1(b) hereof;
(d) certificates, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached, representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to URI, free and clear of any and all Liens;
(e) URNJ shall have received the ▇▇▇▇ of Sale, duly executed by ESC;
(f) URI shall have received a copy of each of the Escrow Agreements, executed by the Sellers and the Escrow Agent;
(g) URI shall have received executed copies of (i) each of the Leases with Affiliates of the Sellers (together with a written agreement of LPC in form and substance satisfactory to URI with respect to LPC's provision of credit support in connection with the matters set forth in Section 17(c) of the form of Lease), (ii) memoranda of lease in form suitable for recording with relevant Governmental Bodies, and (iii) the assignments of leases, landlord's consents to assignment and estoppel certificates with respect to the Company Properties as indicated on Schedule 7.1(g), in each case, in substantially the forms attached as Exhibit K hereto; ------...