Conditions Precedent to the Obligations of Assignee Clause Samples

Conditions Precedent to the Obligations of Assignee. The obligation of Assignee to purchase any Transferred Interest from Assignor and assume the obligations related thereto at the applicable Effective Time is subject to the satisfaction of the following conditions:
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Conditions Precedent to the Obligations of Assignee. The obligations of Assignee to effect the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Assignee of the following conditions precedent: (i) the representations and warranties of Assignor in Section 2 shall have been accurate, true and correct in all material respects on and as of the Effective Date and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects; (ii) Assignor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement; (iii) the Assignment shall have been duly executed and delivered by Assignor and shall be effective as of the Closing Date; (iv) no temporary restraining order, preliminary or permanent injunction or other order or decree by any court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby or imposes material conditions with respect thereto shall have been issued and remain in effect (each party agreeing to use its reasonable commercial efforts to have any such injunction, order or decree lifted) and no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal governmental entity that would prevent the consummation of the transactions contemplated hereby or impose material conditions with respect thereto; (v) between the Effective Date and the Closing Date, there shall not have occurred any Property Condition Events which remain uncured as of the Closing Date and which (taking into account any cure or remedy implemented on or before the Closing Date) in the aggregate have resulted in a Material Adverse Change. The term “Material Adverse Change” shall mean an aggregate diminution in the aggregate value of the Properties taken as a whole and not individually which is attributable to Property Condition Events and which is greater than $2,800,000. The term “Property Condition Events” mean any of the f...
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Conditions Precedent to the Obligations of Assignee. The obligations of Assignee to consummate the purchase provided for herein are subject to the fulfillment (except to the extent, if any, waived by Assignee) of the following conditions at or prior to the Closing Date:
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Related to Conditions Precedent to the Obligations of Assignee

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue the Shares to Purchaser at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of Purchaser All of the obligations of Purchaser under this Agreement are subject to the fulfillment prior to or at the Closing of each of the following conditions, any one or more of which may be waived in writing by Purchaser:

  • Conditions Precedent to the Obligations of Seller All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: