CONDITIONS PRECEDENT TO PERFORMANCE BY THE SELLER Clause Samples

The "Conditions Precedent to Performance by the Seller" clause defines specific requirements or events that must be satisfied before the seller is obligated to fulfill their contractual duties. These conditions might include obtaining regulatory approvals, securing financing, or the buyer completing certain actions. By clearly outlining these prerequisites, the clause ensures that the seller is not required to perform until all necessary conditions are met, thereby protecting the seller from premature obligations and reducing the risk of disputes over readiness to proceed.
CONDITIONS PRECEDENT TO PERFORMANCE BY THE SELLER. The obligations of the Seller 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 Seller in its sole discretion:
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE SELLER. (a) Payment of the Asset Purchase Price and assumption of the Assumed Liabilities by the Buyer at the Closing. (b) At the Closing, the Seller shall have received from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for the Buyer, an opinion dated as of the Closing, in form and substance reasonably satisfactory to the Seller and its counsel, to the effect that the Buyer is a federal savings bank duly incorporated under the laws of the United States of America, has all necessary corporate power and has taken all necessary corporate action to authorize the execution and delivery on its behalf of this Agreement, the Assumption Agreement and any other agreements required to be executed by the Buyer pursuant hereto, and the performance by the Buyer of all the terms and conditions hereof or thereof on the part of the Buyer to be performed, and that this Agreement, the Assumption Agreement and any other agreements required to be executed by the Buyer pursuant hereto, and the performance hereof and thereof are the valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their terms (subject to the traditional exceptions) and not inconsistent with the Buyer's charter, by-laws or any applicable laws and that all notices to or approvals of bank regulatory agencies or authorities have been given or obtained in connection with the transactions contemplated hereby and thereby. With respect to any factual matters necessary to provide the foregoing opinions, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. may rely without further inquiry on a certificate of the Buyer and may limit such opinion to the state of its knowledge and belief at the time such opinion is provided.
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CONDITIONS PRECEDENT TO PERFORMANCE BY THE SELLER. The obligation of the Seller to consummate the sale contemplated by this Agreement shall be subject to the fulfillment of the following conditions before the closing. The Seller may waive these conditions in writing. a. Each of the Purchaser's warranties shall be true as though made again on the closing date, and no warranty shall be breached before the closing. b. The Purchaser shall perform and comply with all its obligations under this Agreement by the closing.
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Related to CONDITIONS PRECEDENT TO PERFORMANCE BY THE SELLER

  • 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 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 Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Purchaser set forth in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Sellers shall have received a certificate signed by an authorized officer of Purchaser, dated the Closing Date, to the foregoing effect; (c) 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; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act; (e) Purchaser shall have executed and delivered (i) to Swaldo the Swaldo Employment Agreement, (ii) to B▇▇▇▇▇▇▇▇ the B▇▇▇▇▇▇▇▇ Employment Agreement and (iii) to the Equity Sellers, the Earn-Out Agreement; (f) Parent shall have executed and delivered to L▇▇▇▇ ▇▇▇▇▇▇ and B▇▇▇▇▇▇▇▇ the Parent Stockholders Agreement and the Investor Rights Agreement; (g) there shall not have occurred any event, development or circumstance since the date of the Agreement that has caused a material adverse change in the business, assets, property or financial condition of Purchaser and its Subsidiaries, taken as a whole; provided, that the following shall be disregarded for purposes of this Section 9.2(g): (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which Purchaser or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries); (iii) the effect of any action taken by the Company, any Seller or any of their respective Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on Purchaser or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement; and (h) Purchaser shall have delivered, or caused to be delivered, to the Sellers: (i) a certificate of good standing of the Purchaser dated as close as practicable (but in no event more not more than ten (10) days) prior to the Closing; (ii) a certificate of the secretary or other officer of the Purchaser certifying: (A) the true and correct charter documents of the Purchaser, as of the Closing; (B) the true and correct bylaws of the Purchaser, as of the Closing; (C) the names and true signatures of the officers or other authorized persons of the Purchaser authorized to sign this Agreement and the other documents to be delivered by the Purchaser hereunder; and (D) copies of the resolutions duly adopted by the Purchaser, authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements, instruments and documents contemplated hereby; (iii) the certificates described in Section 9.2(a) and 9.2(b); and (iv) such other documents relating to the transactions contemplated by this Agreement as the Seller or the Seller Representative may reasonably request.

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;