CONDITIONS PRECEDENT TO WT’S OBLIGATIONS Clause Samples

CONDITIONS PRECEDENT TO WT’S OBLIGATIONS. The obligations of WT to consummate the Transactions are subject to the satisfaction at Closing or, where appropriate, before the Closing Date, of the following conditions, except to the extent WT waives any such condition in writing on or before the Closing Date:
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CONDITIONS PRECEDENT TO WT’S OBLIGATIONS. 45 12.1 No Litigation; No Opposition 49 12.2 Representations, Warranties, and Covenants 49 12.3 Performance; Deliveries 50 12.4 Other Approvals 50 12.5 H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 50 ARTICLE 13 INDEMNIFICATION 51 13.1 Indemnification by Sellers and K▇▇▇▇▇▇▇▇ 51 13.2 Indemnification by WT 52 13.3 Limitation of Liability 52 13.4 Defense of Claims 54 13.5 Prompt Payment 56 13.6 Subrogation 56 13.7 Purchase Price Adjustment 56 13.8 Calculation of Indemnity Payments 56 13.9 Exclusive Remedy 57 ARTICLE 14 TERMINATION 57 14.1 Termination 57 14.2 Effect of Termination 58 ARTICLE 15 MISCELLANEOUS 58 15.1 Interpretation 58 15.2 Waivers 59 15.3 Modifications 59 15.4 Governing Law; Consent to Jurisdiction 59 15.5 Notices 59 15.6 Assignability 62 15.7 Captions and Sections; Schedule and Exhibit References 62 15.8 Severability 62 15.9 Counterparts 62 15.10 No Third-Party Beneficiaries 62 15.11 Integration 62 15.12 Fees and Expenses 62 A Form of Employment Agreement B Form of Escrow Agreement C Form of Releases D-1 Form of Section 1445(b)(2) Certification — Trust D-2 Form of Section 1445(b)(2) Certification — Individuals E Form of Legal Opinion of M▇▇▇▇▇ ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP F Form of Legal Opinion for Trust G-1 Modification to Employment Agreement/Arrangement G-2 Modification to Employment Agreement/Arrangement G-3 Modification to Employment Agreement/Arrangement Seller Disclosure Schedule Schedule 1.1(d) Unrelated Affiliates Schedule 1.1 (mmm) Certain Employees Schedule 6.3 WT — Governmental Filings; Non-Contravention Schedule 6.4 WT — Litigation Schedule 7.1(b) Change to Organizational Document Schedule 7.1(h) Employees Schedule 11.4 Other Approvals Schedule 11.7(f)(1) Qualification to Do Business as a Foreign Corporation Schedule 11.7(f)(2) Qualification or Registration in Order to Provide Trust or Fiduciary Services Schedule 11.8(a) Terminated Employment Agreements Schedule 11.8(b) Amended Employment Agreements Schedule 11.11(c) Capital Leases Schedule 13.1(c) Predecessor Company Schedule 13.1(c)(4) Existing Litigation Schedule 15.5 Sellers’ Addresses THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of January 30, 2008, among M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and L▇▇▇ ▇▇▇▇▇▇▇▇▇, as trustees of THE 2005 M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GRANTOR RETAINED ANNUITY TRUST, G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and L▇▇▇ ▇▇▇▇▇▇▇▇▇ (hereinafter collectively referred to as the “Sellers” and individually as a “Seller”), M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (“K▇▇▇▇▇▇▇▇”), AST CAPITAL TRUST COMPANY OF DELAWARE, a Delaware corporati...
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CONDITIONS PRECEDENT TO WT’S OBLIGATIONS. 29 Section 10.1 No Litigation; No Opposition 29 Section 10.2 Representations, Warranties, and Covenants of Sellers and BLA 30 Section 10.3 Consents 30 Section 10.4 Board of Managers Approval 31 Section 10.5 Other Approvals 31 Section 10.6 Transaction Modifications 31 Section 10.7 Capitalization 31 Section 10.8 Performance; Deliveries 31 Section 10.9 Employment Agreement 32 Section 10.10 No Material Adverse Change 32 Section 10.11 No Liens 32 Section 10.12 Satisfaction of Loans 32 Section 10.13 Termination of Performance Equity Plan 32 Section 10.14 Termination of Service Agreement and Consulting Agreement 32 Section 10.15 Termination of Participation in Qualified Retirement Plans 33 Section 10.16 Closing of Los Angeles Office 33 Section 10.17 Financial Statements 33 Section 10.18 Payments Under S▇▇▇▇▇▇ Letter Agreement 33 Section 10.19 Payment to Berkshire 33
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Related to CONDITIONS PRECEDENT TO WT’S OBLIGATIONS

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: