CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER Clause Samples

The 'Conditions Precedent to Performance by the Buyer' clause defines specific requirements or events that must be satisfied before the buyer is obligated to fulfill their contractual duties, such as making payment or taking delivery of goods. These conditions might include the seller obtaining necessary permits, delivering certain documents, or meeting quality standards. By establishing clear prerequisites, this clause ensures that the buyer is only required to perform once all agreed-upon conditions are met, thereby protecting the buyer from premature obligations and reducing the risk of disputes.
CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyer in its sole discretion:
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. Section 13.01. Representations and Warranties of the Company 67 Section 13.02. Performance of the Obligations of the Company 67 Section 13.03. Consents and Approvals 67 Section 13.04. HSR Approval 67 Section 13.05. Stockholder Approval 68 Section 13.06. No Violation of Orders 68 Section 13.07. No Material Adverse Effect 68 Section 13.08. Escrow Agreement 68 Section 13.09. Paying Agent Agreement 68 Section 13.10. Conversion of Preferred Shares 68 Section 13.11. Non-Competition Agreements 68 Section 13.12. Voting and Joinder Agreement 68 Section 13.13. Employment Agreements 68 Section 13.14. Resignations 68 Section 13.15. Company Debts; Transaction Expenses 69 Section 13.16. Dissenting Shares 69 Section 13.17. Option Termination Letters 69 Section 13.18. Termination of Stockholder Agreement 69 Section 14.01. Conditions of Termination 69 Section 14.02. Effect of Termination 70 Section 15.01. Appointment; Acceptance 70 Section 15.02. Authority 70 Section 15.03. Actions 71 Section 15.04. Effectiveness 72 Section 15.05. Indemnification; Fees and Expenses 72 Section 15.06. Successor 72 Section 15.07. Survival of Authorizations 72 Section 16.01. Successors and Assigns 73 Section 16.02. Governing Law; Jurisdiction 73 Section 16.03. Expenses 73 Section 16.04. Severability 73 Section 16.05. Notices 73 Section 16.06. Amendments; Waivers 74 Section 16.07. Public Announcements 74 Section 16.08. Access to Records and Employees After Closing 75 Section 16.09. Entire Agreement 75 Section 16.10. Parties in Interest 75 Section 16.11. Section, Article and Paragraph Headings 75 Section 16.12. Interpretation 75 Section 16.13. Schedules 76 Section 16.14. Conflicts; Continuing Representation 76 Section 16.15. Counterparts 77 EXHIBIT A VOTING AND JOINDER AGREEMENT EXHIBIT B NONCOMPETITION AGREEMENT EXHIBIT C ESCROW AGREEMENT EXHIBIT D SAMPLE CALCULATION OF WORKING CAPITAL EXHIBIT E CERTIFICATE OF MERGER EXHIBIT F OPTION TERMINATION LETTER EXHIBIT G LETTER OF TRANSMITTAL EXHIBIT H EMPLOYMENT AGREEMENT EXHIBIT I RESIGNATION LETTER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of May 16, 2014, by and among HEALTH ADVOCATE, INC., a Delaware corporation; MERION MERGER CORPORATION, a Delaware corporation (the “Merger Sub”); ▇▇▇▇▇▇
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. (a) No material adverse change in the Purchased Assets or the Assumed Liabilities shall have occurred since the date of this Agreement. (b) The physical condition of the Branch and the furniture, fixtures and equipment shall be substantially similar to that on the date hereof, reasonable wear and tear excepted. (c) The conditions to closing of the Buyer's acquisition of the Real Property as set forth in the Real Property Terms and Conditions shall have been satisfied. (d) On the Closing Date, Seller shall present Purchaser with a list of the balances of the Purchased Assets and the Assumed Liabilities as of the close of business on the third business day prior to the Closing Date, certified by the Chief Executive Officer or Chief Financial Officer of Seller to be true and correct as of the date reflected thereon (the "INITIAL CLOSING SCHEDULEs"). Within thirty (30) days following the Closing Date, and when all Branch data up to and including the Closing Date is available, Seller shall present Buyer with a list of the balances of the Purchased Assets and the Assumed Liabilities as of the Closing Date, certified by the Chief Executive Officer or Chief Financial Officer of Seller to be true and correct as of the date reflected thereon (the "FINAL CLOSING SCHEDULES").
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. 23 Section 8.1. No Injunction or Action 23 Section 8.2. Representations and Warranties of the Sellers 23 Section 8.3. Performance of the Obligations of each Seller 24 Section 8.4. Other Purchase Agreements 24 Section 8.5. Required Approval 24 Section 8.6. Closing Deliveries 24 ARTICLE IX. TERMINATION 24 Section 9.1. Conditions of Termination 24 Section 9.2. Effect of Termination 25 ARTICLE X. MISCELLANEOUS 26 Section 10.1. Successors and Assigns 26 Section 10.2. Governing Law/Choice of Forum 26 Section 10.3. WAIVER OF JURY TRIAL 27 Section 10.4. Expenses 27 Section 10.5. Severability 27 Section 10.6. Notices 27 Section 10.7. Amendments; Waivers 28 Section 10.8. Public Announcements 28 Section 10.9. Entire Agreement 28 Section 10.10. Parties in Interest 28 Section 10.11. Scheduled Disclosures 29 Section 10.12. Enforcement 29 Section 10.13. Draftsmanship 29 Section 10.14. Counterparts 29 INDEX TO EXHIBITS EXHIBITS
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. SECTION 13.1. Representations and Warranties of the Seller SECTION 13.2. Performance of the Obligations of the Seller SECTION 13.3. Consents and Approvals; Licenses and Permits SECTION 13.4. No Violation of Orders SECTION 13.5. No Material Adverse Change SECTION 13.6. Opinion of Counsel SECTION 13.7. Consulting Agreement SECTION 13.8. Automobile Storage Lease SECTION 13.9. Assignment of Leases SECTION 13.10. Change of Name SECTION 13.11. Deeds, Bills of Sale, Certificate and Affidavit SECTION 13.12. Repayment of Indebtedness SECTION 13.13. Other Closing Documents SECTION 13.14. Legal Matters SECTION 14. TERMINATION SECTION 14.1. Conditions of Termination SECTION 14.2. Effect of Termination SECTION 15. MISCELLANEOUS SECTION 15.1. Successors and Assigns SECTION 15.2. Governing Law SECTION 15.3. Expenses SECTION 15.4. Broker’s and Finder’s Fees SECTION 15.5. Severability SECTION 15.6. Notices SECTION 15.7. Amendments; Waivers SECTION 15.8. Public Announcements
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. SECTION 13.1. Representations and Warranties of the Sellers and the Principal Owners SECTION 13.2. Performance of the Obligations of the Sellers and the Principal Owners SECTION 13.3. Consents and Approvals SECTION 13.4. No Violation of Orders
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. 62 Section 14.1 Representations and Warranties of the Seller.......62
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER. The obligations of the Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyer in its sole discretion: Representations and Warranties of the Companies and the Sellers. All representations and warranties made by the Companies and the Sellers in this Agreement that are qualified as to materiality shall be true and correct, and all representations and warranties of the Companies and the Sellers that are not so qualified shall be true and correct in all material respects, in each case, as of the date hereof, and, except to the extent such representations and warranties refer to a specific date, as of the Closing Date as though made by the Companies and the Sellers on and as of the Closing Date. The Buyer shall have received a certificate to that effect dated the Closing Date and signed by the Companies and the Sellers’ Representative on behalf of the Sellers. Performance of the Obligations of the Companies and the Sellers. The Companies and the Sellers shall have performed in all material respects all obligations required under this Agreement to be performed by them on or before the Closing Date, and the Buyer shall have received a certificate to that effect dated the Closing Date and signed by the Companies and the Sellers’ Representative on behalf of the Sellers. Consents and Approvals. All consents, waivers, authorizations and approvals of any Governmental Entity and of any other Person, required in connection with the execution, delivery and performance of this Agreement and set forth on Schedule 13.3 shall have been duly obtained and shall be in full force and effect on the Closing Date.
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Related to CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER

  • 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 SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compa▇▇, ▇▇▇ ▇▇ ▇leary, Gottlieb, Steen & Hamilton, counsel for the Company, substan▇▇▇▇▇y in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion: (a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. (b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. (c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing. (d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.

  • Conditions Precedent to Purchase The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.