CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER Clause Samples

This clause defines the specific requirements that must be satisfied by both parties before the transfer can be completed. Typically, these conditions may include obtaining necessary regulatory approvals, ensuring all representations and warranties remain true, and the absence of any legal impediments to the transfer. By setting out these prerequisites, the clause ensures that both parties are protected and that the transfer only occurs when all agreed-upon standards are met, thereby reducing the risk of disputes or incomplete transactions.
CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER. The respective obligations of each party to effect the Transfer will be subject to the satisfaction or waiver by each of Purchaser and Seller at or prior to the Closing Date of the following conditions:
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CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER. The respective obligation of each party to this Agreement to effect the Transfer shall be subject to the satisfaction of the following conditions:
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CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER. The respective obligations of each party to effect the Transfer will be subject to the satisfaction or waiver by each of Purchaser and Seller at or prior to the Closing Date of the following conditions: (a) NO INJUNCTION OR RESTRAINT. No judgment, order, decree or Law entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "Restraints") shall be in effect preventing the consummation of the Transfer; provided, however, that the terminating party shall have used its reasonable best efforts to prevent the entry of and to remove any such Restraints. Provided, however, Purchaser can elect to drop any Property subject to such Restraint, such that there will no longer be a Restraint with respect to a Purchased Asset and therefore this condition will be deemed satisfied.
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CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER. The respective obligations of each party to effect the Transfer will be subject to the satisfaction or waiver by each of Purchaser and Seller at or prior to the applicable Closing Date of the following conditions: (a) Governmental and Regulatory Approvals. All consents, approvals and actions of, filings with, and notices to, any Governmental Entity required by Purchaser, Seller or any Assigning Affiliate to consummate the Transfers and the other transactions contemplated by this Agreement, shall have been obtained or made, a complete listing of which is set forth on SCHEDULE 9.4(a). (b) No Injunction or Restraint. No judgment, order, decree or Law entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "RESTRAINTS") shall be in effect preventing the consummation of the Transfer of a specific Property; provided, however, that the terminating party shall have used its reasonable best efforts to prevent the entry of and to remove any such Restraints.
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Related to CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSFER

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.