Conditions Precedent to the Obligations of Sellers Clause Samples
The "Conditions Precedent to the Obligations of Sellers" clause defines specific requirements that must be satisfied before the sellers are legally obligated to proceed with their responsibilities under the agreement. These conditions might include the buyer obtaining necessary regulatory approvals, securing financing, or fulfilling certain representations and warranties. By establishing these prerequisites, the clause ensures that sellers are only bound to perform once all critical factors are in place, thereby protecting them from undue risk and ensuring that the transaction proceeds smoothly and fairly.
Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement will be subject to the fulfillment or waiver by a Required Consent on or prior to the Closing of each of the following conditions:
(a) Each and every representation of Buyer under this Agreement will be true and accurate in all material respects as of the date when made and will be deemed to have been made again at and as of the time of the Closing (except to the extent it relates to a specified date) and will at and as of such time of the Closing be true and accurate in all material respects except as to changes specifically contemplated by this Agreement.
(b) Buyer will have performed and complied in all material respects with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.
(c) No Proceeding will, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain Damages in connection with the consummation of the transactions contemplated by this Agreement.
(d) All consents and approvals necessary to permit the consummation of the transactions contemplated by this Agreement will have been obtained, and, with respect to any applicable consents of Governmental Entities, no stay or appeal will have been entered and be pending.
(e) The Certificate of Designation in substantially the form of Exhibit "A" shall have been duly adopted by all requisite corporate action and filed with the Secretary of State of the State of Delaware on or before the Closing Date, and shall not have been amended or modified.
Conditions Precedent to the Obligations of Sellers. The obligation of Sellers to consummate the Transactions is subject to the satisfaction (or written waiver by Sellers) at or prior to the Closing Date of each of the following conditions:
Conditions Precedent to the Obligations of Sellers. All obligations of Sellers under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:
Conditions Precedent to the Obligations of Sellers. Each and every obligation of Sellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:
Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to proceed with the Closing hereunder are subject to the fulfillment prior to or at the Closing of the following conditions (any one or more of which may be waived in whole or in part by Sellers at their sole option and which conditions are set out herein for the exclusive benefit of Sellers):
Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Sellers in their sole discretion:
(a) the representations and warranties made by Purchaser in this Agreement or in any Ancillary Document shall be true and correct in all material respects (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect, or similar qualification shall be true and correct in all respects after giving effect to such qualification), in each case as of the Agreement Date and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date);
(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
(c) Purchaser shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 3.3.
Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or to the extent permitted by Law, written waiver by Sellers in their sole discretion), on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article VI shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date, except (i) that representations and warranties that are made as of a specified date need be true and correct only as of such date and (ii) to the extent the failure of such representations and warranties to be true and correct as of such dates, individually or in the aggregate, has not had and would not reasonably be expected to prevent or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement;
(b) Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing;
(c) Sellers shall have received a certificate signed by an executive officer of Buyer stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied; and
(d) Buyer shall have delivered, or caused to be delivered, to Sellers all of the items set forth in Section 4.2, except for such deliveries which, by their nature, cannot be made on or prior to the Closing.
Conditions Precedent to the Obligations of Sellers. The obligation of Sellers hereunder to sell the Shares is subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Sellers in their sole discretion):
(a) The representations and warranties made by Buyer in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date.
(b) Buyer shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Buyer at or before the Closing.
(c) There shall not be in effect on the Closing Date any writ, judgment, decree, injunction or similar order of a Governmental Authority or any applicable law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents.
(d) All consents, approvals and actions of, filings with and notices to any Governmental Authority or other third party necessary to permit Buyer and Sellers to perform their obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including under the HSR Act, shall have occurred.
(e) Buyer and the Escrow Agent shall have executed and delivered to Sellers the Escrow Agreement.
(f) Sellers shall have received verbal confirmation of the receipt of the Closing Cash Payment by the banks or other financial institutions to which the Closing Cash Payment was delivered by wire transfer.
(g) Buyer shall have delivered to Sellers such other documents as Sellers may reasonably request for the purpose of (i) evidencing the accuracy of any of Buyer’s representations and warranties, (ii) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, (iii) evidencing the satisfaction of any condition referred to in this Section 6.2, or (iv) otherwise facilitating the consummation or performance of any of the transactions cont...
Conditions Precedent to the Obligations of Sellers. The obligations of Seller and the Individual Sellers to effect the transactions contemplated in this Agreement will be subject to fulfillment at or prior to the Closing Date of the following conditions:
Conditions Precedent to the Obligations of Sellers. The obligations of Sellers to consummate the Closing are subject to the satisfaction (or to the extent permitted by Law, written waiver by Sellers in their sole discretion), on or prior to the Closing Date, of each of the following conditions:
(a) the representations and warranties made by Purchaser in Article IV shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that representations and warranties that are made as of a specified date need be true and correct in all material respects only as of such date;
(b) Purchaser shall not have breached in a manner that is material with respect to the Transactions, taken as a whole, the covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and
(c) Sellers shall have received on and as of the Closing Date a certificate of an authorized officer of Purchaser confirming that the conditions set forth in Section 2.5 have been satisfied.