Conditions Precedent to Performance by Parties Clause Samples

The "Conditions Precedent to Performance by Parties" clause defines specific requirements or events that must be satisfied before either party is obligated to fulfill their contractual duties. These conditions might include obtaining regulatory approvals, securing financing, or delivering certain documents. By establishing clear prerequisites, this clause ensures that both parties are protected from having to perform if essential conditions are not met, thereby reducing risk and promoting fairness in the contractual relationship.
Conditions Precedent to Performance by Parties. 30 Section 6.1 Conditions Precedent to the Performance by Sellers. 30 Section 6.2 Conditions Precedent to the Performance by Buyer. 31
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Conditions Precedent to Performance by Parties. 9.1 Conditions Precedent to Performance by Seller.........24 9.2 Conditions Precedent to the Performance by Buyer......25 Article 10 TERMINATION...........................................26
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Conditions Precedent to Performance by Parties. 28 SECTION 7.1. Conditions Precedent to Performance by Sellers ...................28 SECTION 7.2. Conditions Precedent to the Performance by Buyer .................29 ARTICLE 8. TERMINATION ..............................................................31 SECTION 8.1. Conditions of Termination ........................................31 SECTION 8.2. Effect of Termination; Remedies ..................................32
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Conditions Precedent to Performance by Parties. 19 Section 9.1 Conditions Precedent to Performance by Seller 19 Section 9.2 Conditions Precedent to Performance by Buyer 20 ARTICLE 10. TERMINATION 20 Section 10.1 Conditions of Termination 20 Section 10.2 Effect of Termination; Remedies 21 ARTICLE 11. MISCELLANEOUS 22 Section 11.1 Successors and Assigns 22 Section 11.2 Governing Law; Jurisdiction 23 Section 11.3 WAIVER OF JURY TRIAL 23 Section 11.4 Expenses 23 Section 11.5 Broker’s and Finder’s Fees 23 Section 11.6 Severability 23 Section 11.7 Notices 24 Section 11.8 Amendments; Waivers 25 Section 11.9 Time of Essence 25 Section 11.10 Specific Performance 25 Section 11.11 Public Announcements 26 Section 11.12 Entire Agreement 26 Section 11.13 Parties in Interest. 26 Section 11.14 Bulk Sales Laws 26 Section 11.15 Construction 26 Section 11.16 Counterparts and Facsimile 27 ARTICLE 12. DEFINITIONS 27 Section 12.1 Certain Terms Defined 27 Section 12.2 All Terms Cross-Referenced. 32 Schedule 1.1 - Inventory Asset Register Exhibit 1 - Bidding Procedures Order THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and among Remington Outdoor Company, Inc., a Delaware corporation and debtor-in-possession (“ROC”), each of the subsidiaries of ROC set forth on the signature pages to this Agreement (collectively with ROC, “Seller”), and Century Arms, Inc. (“Buyer”). Capitalized terms used in this Agreement are defined or cross-referenced in Article 12.
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Conditions Precedent to Performance by Parties. Section 6.1
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Conditions Precedent to Performance by Parties 
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Related to Conditions Precedent to Performance by Parties

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LC Issuer) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the LC Issuer that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (b) The LC Issuer shall have received the following in form and substance satisfactory to the LC Issuer: (i) Certified copies of the resolutions of the board of directors (or persons performing similar functions) of the Company approving the Agreement and each of the LC Facility Documents to which it is or is to be a party, and of all documents evidencing other necessary Governmental Authorizations, or other necessary consents, approvals, authorizations, notices, filings or actions, with respect to this Agreement and any of the LC Facility Documents to which it is or is to be a party. (ii) A copy of a certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of organization of each domestic Account Party listing the certificate or articles of incorporation (or similar Constitutive Document) of each such Account Party and each amendment thereto on file in the office of such Secretary of State (or such governmental authority) and certifying (A) that such amendments are the only amendments to such Person’s certificate or articles of incorporation (or similar constitutive document) on file in its office, (B) if customarily available in such jurisdiction, that such Person has paid all franchise taxes (or the equivalent thereof) to the date of such certificate and (C) that such Person is duly organized and is in good standing under the laws of the jurisdiction of its organization. (iii) A certificate of the Secretary or an Assistant Secretary of each domestic Account Party certifying the names and true signatures of the officers of such Account Party authorized to sign each LC Facility Document to which it is a party and the other documents to be delivered hereunder. (iv) A favorable opinion of General Counsel or Associate General Counsel to the Account Parties, substantially in the form of Exhibit A-1 hereto and as to such other matters as the LC Issuer may reasonably request. (v) A favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Account Parties, in substantially the form of Exhibit A-2 hereto and as to such other matters as the LC Issuer may reasonably request. (vi) Such other approvals, opinions or documents as the LC Issuer may reasonably request. (vii) Evidence that the 3-Year Agreement and each of the Other LC Facilities has been entered into and all conditions precedent to the effectiveness of the 3-Year Agreement and each of the Other LC Facilities (except the entry into and effectiveness of this Agreement) have been satisfied or waived. (viii) Evidence that the security interests granted to each of Bank of America, N.A., HSBC Bank, National Association and JPMorgan Chase Bank in respect of those certain letter of credit agreements between each of such parties and the Company and dated as of June 25, 2003 have been terminated and all liens thereunder have been released. (c) The Company shall have paid all accrued fees and expenses of the LC Issuer in connection with this Agreement. (d) All amounts owing by the Company or any of its Subsidiaries to the lenders and agents under the Existing Letter of Credit Agreement shall have been, paid in full, and all commitments of the lenders under the Existing Letter of Credit Agreement (except for the letters of credit issued thereunder which are to be deemed issued under this Agreement or the 3-Year Agreement) shall have been, or concurrently with the initial extension of credit made on the Effective Date shall be, terminated in accordance with the terms of the Existing Letter of Credit Agreement and all guarantees given, and security interests granted, in connection therewith shall have been terminated.

  • Conditions Precedent to All Credit Events The obligation of each Lender to make Loans (including Loans made on the Initial Borrowing Date), and the obligation of each Issuing Lender to issue Letters of Credit (including Letters of Credit issued on the Initial Borrowing Date), is subject, at the time of each such Credit Event (except as hereinafter indicated), to the satisfaction of the following conditions:

  • Conditions Precedent to All Loans The obligation of the Banks to make any Committed Credit Loan to a Borrower, and/or the Swing Line Lender to make any Swing Line Loan hereunder to a Borrower (it being understood that any decision to make a Swing Line Loan to a Borrower shall be within the sole discretion of the Swing Line Lender), is subject to the following conditions: (a) Either (i) the Operations Agent shall have received a Request for Committed Credit Loan from such Borrower as required by Section 2.04(a) hereof, or (ii) the Swing Line Lender shall have received a Request for Swing Line Loan from such Borrower as required by Section 3.03(a) hereof; (b) The representations and warranties of such Borrower contained in Article VII hereof shall be true on and as of such date as if they had been made on such date (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by the consummation of transactions permitted under this Agreement); (c) Such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed on or prior to such date; (d) The making of the Loan shall not contravene any law, regulation, decree or order binding on such Borrower, the Operations Agent, the Swing Line Lender or the Banks; and (e) After giving effect to the Loans to be made on such date to such Borrower, no Default with respect to such Borrower, shall have occurred and be continuing. Each Borrowing Request made by a Borrower shall constitute a representation and warranty by such Borrower to the Operations Agent and the Banks (in the case of a Request for Committed Credit Loan) and the Swing Line Lender (in the case of a Request for Swing Line Loan) that all of the conditions specified in this Section 6.02 have been satisfied in all material respects by such Borrower as of the date of the Loan.