Conditions Precedent to the Obligation of Purchaser to Close Clause Samples

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by Purchaser in writing:

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of the Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing of all of the conditions set forth below in this section 4.

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to complete the Initial Closing with respect to the First Note and the Second Closing with respect to the Second Note are subject to the fulfillment on or prior to the Initial Closing Date or the Second Closing Date, as applicable, of all of the following conditions, any one or more of which may be waived by Purchaser in writing and in its sole discretion:

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions: (i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement. (ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination. (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller shall have performed and ...

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to consummate the transactions provided for in this Agreement is subject to the satisfaction at or before the Closing Date of each of the following conditions precedent: (a) Seller shall have delivered access to and possession of all of the Purchased Assets to Purchaser and shall have delivered to Purchaser such fully executed instruments of assignment, transfer and conveyance as are necessary in the opinion of, and satisfactory in form to, counsel to Purchaser to transfer good and marketable title to all of the Purchased Assets to Purchaser in accordance with the provisions of this Agreement. (b) The representations and warranties of Seller and ▇▇▇▇▇▇▇ contained in this Agreement shall be true in all material respects as of the date hereof and shall be true in all material respects on the Closing Date as if made on that date. All covenants, agreements and obligations and all conditions precedent on the part of Seller and ▇▇▇▇▇▇▇ to be performed hereunder on or prior to the Closing Date shall have been duly performed and complied with in all material respects. (c) Seller shall have delivered to Purchaser a certificate executed by an authorized officer of Seller and ▇▇▇▇▇▇▇ dated the Closing Date stating that (i) all representations and warranties made by Seller and ▇▇▇▇▇▇▇ contained in this Agreement are true, complete and accurate as of the Closing as if made on and as of such date, and (ii) all terms, covenants (to the extent required to be performed prior to the Closing), conditions and provisions of this Agreement to be met by Seller and ▇▇▇▇▇▇▇ have been complied with. (d) There shall not have occurred since December 31, 2000 a Sierra Material Adverse Event. (e) Purchaser shall have obtained commitments for the Title Policies insuring Purchaser's fee title interest in and to each parcel of Real Property, as more particularly described in Section 8.6 hereof. (f) Seller shall have executed and delivered the Assumption Agreement and the other instruments of conveyance specified by Section 3.2(a). (g) At or prior to the Closing, Purchaser shall have received a UCC search report dated as of a recent date issued by the Secretary of State of Delaware and each state in which Seller is qualified to do business indicating that there are no filings under the Uniform Commercial Code on file with such Secretary of State which name Seller and/or ▇▇▇▇▇▇▇ as debtor or otherwise indicating any Encumbrance on the Purchased Assets, except for...

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the applicable Aircraft pursuant to this Agreement is subject to the fulfillment on or prior to the applicable Closing of the following conditions, any one or more of which may be waived by it in writing:

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to consummate the transactions contemplated under this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any of which may be waived by Purchaser): (a) Purchaser shall be satisfied that all agreements, certificates and other legal documents to be delivered to it by Seller and the Selling Partners at the Closing, as provided in this Agreement, have been duly executed and delivered and are satisfactory to Purchaser in substance and legal form; (b) Seller and Selling Partners shall have full authority to enter into the transactions contemplated in this Agreement; (c) The due diligence conducted by Purchaser prior to Closing with respect to the Business shall confirm that the operational condition and the financial condition of the Business is acceptable to Purchaser and that Seller and the Selling Partners have full authority to enter into the transactions contemplated in this Agreement; (d) Except as identified on attached Schedule 7.11, no litigation, claim, investigation, creditor action, inquiry or proceeding shall be pending or have been instituted or threatened on or before the Closing which involves Seller, the Business or the Selling Partners; (e) Purchaser and its representatives shall have been permitted to solicit employees of the Business for the purpose of either (i) Purchaser hiring, post-Effective Date, or (ii) Purchaser evaluating for employment with Purchaser of, those employees selected by Purchaser in its sole discretion; (f) Seller shall deliver to Purchaser evidence of (i) occurrence insurance, (ii) claims made insurance together with a professional liability reporting endorsement policy for the five-year period following the Closing (if claims made insurance), or (iii) claims made insurance that will continue to provide coverage for claims relating to the operation of the Business prior to the Closing Date that are made following the Closing Date, in each case in effect for the Business to cover all periods prior to the Closing; (g) Except as set forth in attached Schedule 7.7, every creditor of Seller with a security interest perfected by a Uniform Commercial Code (U.C.C.) filing shall have been paid in full by Seller and shall have delivered to Purchaser an executed U.C.C. Termination Statement and Lien Release (if appropriate), satisfactory to Purchaser, terminating that creditor's security interest in any and all Assets; (h) The Board of Directors...

Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the Property or to otherwise effect the transactions contemplated by this Agreement on the Closing Date is subject, at the option of Purchaser, to the satisfaction or fulfillment, on or prior to the Closing Date (or earlier if indicated below), of all the following conditions precedent to the Closing: (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date. (b) All the terms, conditions and covenants to be complied with and performed by Seller, on or prior to the Closing Date, shall have been complied with or performed in all material respects. (c) The Property shall not have been adversely affected in any material way as a result of fire, hurricane, tornado, storm, condemnation, expropriation, or other casualty or act of God and there shall have been no other changes in the Property since the date of this Agreement that would have a material adverse effect on the value of the Property. (d) The Title Insurance Company is willing, ready and able to close following compliance with all of the terms, conditions and covenants of this Agreement by the Seller. (e) The consummation of the transactions contemplated by the Other Agreement shall have taken place immediately prior to Closing hereunder, or Escrow shall be prepared to consummate the transactions under the Other Agreement immediately after Closing hereunder. In the event that the foregoing condition is not satisfied on or before the Closing Date, Buyer’s and Seller’s respective sole remedy shall be to terminate this Agreement.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the trans actions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all of the conditions set forth below in this ARTICLE X.