CONDITIONS PRECEDENT TO THE BUYER Sample Clauses

The 'Conditions Precedent to the Buyer' clause defines specific requirements or events that must be satisfied before the buyer is obligated to complete a transaction. These conditions might include obtaining necessary regulatory approvals, securing financing, or the seller fulfilling certain representations and warranties. By setting these prerequisites, the clause ensures that the buyer is protected from having to proceed with the purchase unless all agreed-upon conditions are met, thereby allocating risk and providing clarity for both parties.
CONDITIONS PRECEDENT TO THE BUYER s Purchase of Receivables and other Receivable Assets on the Effective Date. The obligation of the Buyer to purchase from each Originator the Receivables and other Receivable Assets on the Effective Date is subject to the conditions precedent, which may be waived by the Buyer, that (a) this Agreement and each Subordinated Note shall be in full force and effect and (b) the conditions set forth below shall have been satisfied on or before the Effective Date: (i) the Buyer shall have received copies of duly adopted resolutions of the Board of Directors or other governing body of each Originator, as in effect on the Effective Date, authorizing the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of such Originator; (ii) the Buyer shall have received duly executed certificates of the Secretary or an Assistant Secretary of each Originator, dated the Effective Date, and in form and substance reasonably satisfactory to the Buyer, certifying the names and true signatures of the officers authorized on behalf of such Originator to sign this Agreement and any instruments or documents in connection with this Agreement; (iii) each Originator shall have filed, at its own expense, UCC-1 financing statements with respect to the Receivables originated by such Originator and other Receivable Assets related thereto in such manner and in such jurisdictions as are necessary to perfect the Buyer's ownership interest therein under the UCC and delivered evidence of such filings to the Buyer; and all other action necessary, in the reasonable judgment of the Buyer, to perfect under the UCC (to the extent applicable) the Buyer's ownership of the Transferred Receivables originated by such Originator and other Receivable Assets related thereto shall have been duly taken; (iv) each Originator shall have delivered or transmitted to the Buyer, with respect to the Receivables originated by such Originator, a computer tape, diskette or data transmission reasonably acceptable to the Buyer showing, as of a date no later than the Effective Date, such information as the Buyer shall reasonably request relating to all Receivables to be transferred by such Originator to the Buyer on or prior to the Effective Date; (v) the Buyer shall have received reports of UCC-1 and other searches of each Originator with respect to the Receivables originated by such Originator and other Receivable Assets related thereto reflecting the absence of Adverse Claims thereon, except f...
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CONDITIONS PRECEDENT TO THE BUYER s Obligation to Purchase the -------------------------------------------------------------- Company's Shares. The obligation of the Buyer to purchase the Company Shares is ---------------- subject to the fulfillment prior to or at the Closing of the following conditions: 10.1. Company's and the Sellers' Performance. There will not be -------------------------------------- any material error, misstatement, or omission in the representations and warranties made by the Company or the Sellers in this Agreement; all representations and warranties by the Company and the Sellers contained in this Agreement or in any written statement delivered by the Company or the Sellers to the Buyer pursuant to this Agreement will be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except (a) as contemplated by this Agreement and (b) to the extent, if any, the Buyer will waive the same); and the Company and the Sellers will have performed and complied in all material respects with all the terms, provisions, and conditions of this Agreement to be performed and complied with by the Company and the Sellers at or before the Closing, including but not limited to the deliveries to Buyer from Sellers required under Section 4.1 hereof.
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CONDITIONS PRECEDENT TO THE BUYER. S OBLIGATIONS TO PURCHASE
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CONDITIONS PRECEDENT TO THE BUYER. S OBLIGATIONS TO CLOSE ARTICLE VIII CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO CLOSE
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CONDITIONS PRECEDENT TO THE BUYER. The obligation of the Buyer to close hereunder shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (which conditions may be waived in whole or in part by the Buyer at its sole discretion): (i) All statutory requirements and authorizations as specified in Appendix 10 shall have been obtained; (ii) The representations and warranties of the Seller herein contained shall be true and correct at the Closing so as to have no Material Adverse Effect; (iii) From and after the date of this Agreement and through the Closing no Material Adverse Effect has occurred; (iv) the Seller has given to the Buyer an access to the Company as provided for in Article 5 above; (v) the Seller shall have performed all material obligations to be performed or complied with by the Seller at or prior to the Closing. (vi) All corporate actions necessary for the lawful and valid consummation of the transaction shall have been duly taken by the Seller. (vii) the Seller shall cause the Company to send a notice to North American Hydraulics Inc. ("NAHI") stating that in the opinion of the Company the proposed transaction as to Regulations of Valudraulics, LLC as signed by the Company has lapsed due to the inactivity by NAHI and its response of December 12th 1999. (viii) no new material adverse findings as to the technical quality of the Company's products. (ix) the Parties shall jointly meet with the representatives of AG-Chem and Denharco prior to the Closing and such customers indicate they do not intend to discontinue or substantially decrease the volume of purchases from the Company within the pending financial year compared to the budgeted sales of the Company relative to such customers.
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CONDITIONS PRECEDENT TO THE BUYER s and the Parent's Obligations to Close. The obligations of the Buyer and the Parent to consummate the transactions contemplated by this Amendment are subject to the fulfillment, on or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyer and the Parent hereto in their sole discretion:
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CONDITIONS PRECEDENT TO THE BUYER s Obligation to Purchase the --------------------------------------------------------------
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CONDITIONS PRECEDENT TO THE BUYER. S OBLIGATIONS
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Related to CONDITIONS PRECEDENT TO THE BUYER

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.

  • Conditions Precedent to the Closing Date The obligations of each L/C Issuer and each Lender to make the initial Credit Extensions on the Closing Date (if any) shall, in each case, be subject to the following conditions: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by an Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Security Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Officer thereof authorized to act as an Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Milbank LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit J; (vi) a certificate attesting to the compliance with clauses (d), (e), (f) and (h) of this Section 4.01 on the Closing Date from an Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, the Arrangers and the Administrative Agent and required to be paid on or prior to the Closing Date pursuant to Agency Fee Letter shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such fees or expenses not expressly set forth in the Agency Fee Letter have been have been invoiced not less than three business days prior to the Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 hereof shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (e) There has been no change, occurrence or development since September 30, 2020 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Transactions, no Default shall have occurred and be continuing. (g) [Reserved]. (h) Prior to or substantially concurrently with the Closing Date, (i) the 2026 Senior Secured Notes shall have been issued and (ii) the Existing Credit Agreement shall have been paid off in full and terminated and all liens thereunder shall have been released pursuant to a customary payoff letter reasonably satisfactory to the Administrative Agent.

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • 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).