Conditions Precedent to the Purchase Clause Samples

The 'Conditions Precedent to the Purchase' clause defines specific requirements or events that must be satisfied before a purchase transaction can be completed. These conditions might include obtaining regulatory approvals, securing financing, or ensuring that certain representations and warranties remain true up to the closing date. By setting these prerequisites, the clause protects both parties by ensuring that all necessary steps are taken and risks are addressed before the purchase is finalized, thereby preventing premature or problematic closings.

Conditions Precedent to the Purchase. (a) The Purchase hereunder is subject to the conditions precedent (i) that the Deal Agent shall have received on or before the Closing Date the items listed in SCHEDULE I, each (unless otherwise indicated) dated as of such date, in form and substance satisfactory to the Deal Agent and the Purchaser, (ii) that all fees and expenses required to be paid prior to the Purchase pursuant to the Fee Letter have been paid, (iii) on and as of the Closing Date, the Purchase Price is less than or equal to the remainder of the Eligible Receivables Balance MINUS the Yield Reserve, and (iv) each of S&P, ▇▇▇▇▇'▇ and DCR shall have delivered written confirmation to the Deal Agent to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings of the Commercial Paper. (b) The Purchase from the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing Date, the Servicer shall have delivered to the Deal Agent, in each case in form and substance satisfactory to the Deal Agent, a completed Monthly Asset Report dated as of November 30, 1998, and containing such additional information as may be reasonably requested by the Deal Agent; (ii) on the date of the Purchase the following statements shall be true and the Seller by accepting the Purchase Price shall be deemed to have certified that: (A) The representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, (B) No event has occurred and is continuing, or would result from the Purchase which constitutes a Trigger Event, (C) On and as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Purchaser in accordance with the provisions hereof. and (iii) the Deal Agent shall have received such other approvals, opinions or documents as the Deal Agent may reasonably request.

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Conditions Precedent to the Purchase. The Purchase is subject to the satisfaction at the time of the Closing of the conditions precedent set forth below in this Section 3.01. (a) The Agent shall have received on or before the Closing Date each of the items listed on Schedule I hereto, each (unless otherwise indicated) dated the Closing Date, in form and substance satisfactory to the Agent. (b) Each of this Agreement and the Pooling and Servicing Agreement shall have become effective in accordance with their respective terms, and all conditions to the issuance of the VFC Certificates under the Pooling and Servicing Agreement shall have been satisfied. (c) All of the terms, covenants, agreements and conditions of this Agreement and the Pooling and Servicing Agreement to be complied with and performed by the respective parties to such agreements by the Closing shall have been complied with and performed. (d) Each of the representations and warranties contained in this Agreement and the Pooling and Servicing Agreement made by each of the parties to such agreements shall be true and correct in all material respects as of the time of the Closing as though made as of such time. (e) No Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing. (f) The Agent shall have received evidence satisfactory in form and substance to the Agent that concurrently with the Closing, the repayment of all "Term Certificates" under and as defined in the Series 1994-1 Supplement dated as of November 16, 1994, among the Company, the Master Servicer and the Trustee shall have been provided for which such evidence may include an irrevocable notice from the Company to the holders of such Term Certificates terminating the "Revolving Period" as defined in such Series 1994-1 Supplement. (g) The SFC Loan Agreement shall have become effective in accordance with its terms, such SFC Loan Agreement shall be in form and substance satisfactory to the Agent, and the initial funding thereunder shall have been made in an amount sufficient to repay in full all outstanding indebtedness under the Term Loan Agreement and the Revolving Loan Agreement as in effect prior to the Closing Date. (h) The Pooling Agreement shall have been amended in a manner satisfactory to the Agent such that, among other things, the calculation of Overconcentration Amounts is based on Eligible Receivables and on Obligor Limits as shall have been agreed among the Company, SFC and the Agent.

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Conditions Precedent to the Purchase. (a) The obligations of each Purchaser to complete its Purchase are subject to the following conditions: (i) that the Seller shall have notified such Purchaser on or prior to January 27, 2005 (the “Notice Date”) that it will enter into a binding, definitive agreement with a company engaged in the transportation of natural gas relating to the acquisition of the assets of or interests in such company in an amount exceeding $500,000,000 (Five Hundred Million Dollars); provided, that, if the Seller has not provided such notice to such Purchaser, such Purchaser may, in its sole discretion, elect to extend the Notice Date for up to thirty (30) days in increments of ten (10) days each. (ii) the Purchased Units shall have been registered under the Act and the Seller shall have filed the Prospectus (as defined herein) with the Commission pursuant to Rule 424(b) under the Act (the “Registration Condition”). (iii) that (A) the Partnership Common Units shall be listed on the NYSE, and (B) if the Registration Condition is applicable, the Purchased Units shall be listed and available for trading on the NYSE. (iv) the accuracy of the representations and warranties of the Seller contained in Section 5 hereof on the date hereof, the Notice Date and the Closing Date. (b) The obligations of the Seller to sell the Purchased Units pursuant to this Agreement are subject to the following conditions: (i) that the Seller has entered into a binding, definitive agreement with a company engaged in the transportation of natural gas relating to the acquisition of the assets of or interests in such company in an amount exceeding $500,000,000 (Five Hundred Million Dollars). (ii) the accuracy of the representations and warranties of such Purchaser contained in Section 6 hereof on the date hereof and the Closing Date.

Conditions Precedent to the Purchase. All obligations of Purchaser under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, of each of the following conditions: a. The representations and warranties by or on behalf of the parties hereto contained in this Agreement or in any certificate or documents pursuant to the provisions hereof shall be true in all material respects at and as of the time of Closing as though such representations and warranties were made at and as of such time. b. The parties hereto shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing on the Closing Date. c. All current officers and directors of the Corporation shall tender their resignations as an officer and director of the Corporation. d. The Corporation's business shall be conducted only in the ordinary course, which shall include the maintenance of all insurance policies, but which shall not include the making of any single commitment of any type for more than $1,000.00 or involve any single payment by the Corporation of more than $1,000.00, except for those normal trade accounts generally payable in amounts in excess of $1,000.

Conditions Precedent to the Purchase. 13 Section 4.02. Further Conditions Precedent to the Purchase................................... 17 ARTICLE V COVENANTS Section 5.01. Covenants...................................................................... 19 SERIES 1997-1 LOAN AGREEMENT

Conditions Precedent to the Purchase. The purchase of the CalPERS Partnership Units contemplated by Section 1 hereof shall be subject to the following conditions precedent: (a) Digital Realty’s registration statement with respect to the Proposed IPO to be filed with the Securities and Exchange Commission (“SEC”) on Form S-11 after execution of this Agreement shall have been declared effective by the SEC, (b) the Proposed IPO shall have been consummated and (c) CalPERS shall have received the allocation of the CalPERS Partnership Units from GI Partners.

Conditions Precedent to the Purchase. (a) The Purchase hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such purchase the items listed in SCHEDULE I, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Buyer. (b) The Purchase from the Originators by the Buyer shall be subject to the further conditions precedent that (i) on the Closing Date, (A) the representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, and (B) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Buyer in accordance with the provisions hereof and (ii) the Buyer shall have received such other approvals, opinions or documents as the Buyer may reasonably request.

Conditions Precedent to the Purchase. Transferees’ obligation to purchase the Shares and pay the Purchase Amount on the Closing Date is subject to the satisfaction of all of the following conditions on or prior to the Closing Date:

Conditions Precedent to the Purchase of Each Bond. On each Closing Date, the Purchaser shall be under no obligation to purchase any Bond unless and until the following conditions have been satisfied:

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