Conditions to Obligation of Buyer to Close Clause Samples

Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (1) The representations and warranties of Seller set forth in Section 3 shall be true and correct in all material respects at and as of the Closing Date; (2) Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (3) No action, suit, or proceeding shall be pending or to Seller’s knowledge, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of Buyer to own the Membership Interests or for such companies to operate their respective businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (4) On or before the Closing Date, Seller will deliver to Buyer the following documents and instruments (the “Sellers Closing Documents”), each of which will have been duly executed and, where appropriate, acknowledged or notarized: (A) a closing statement approved by the Parties (the “Closing Statement”); (B) a copy, certified by an officer of Seller, of the resolutions of the Board of Directors and the holders of a majority of its issued and outstanding capital stock authorizing and approving the execution and delivery of this Agreement, the sale of the Membership Interests and the consummation of the transactions contemplated herein (sometimes referred to as the “Contemplated Transactions”); (C) a certificate of existence of Seller issued by the Delaware Secretary of State, dated not more than ten (10) days before the Closing Date; (D) assignment agreements conveying the Membership Interests to Buyer, in a form reasonably acceptable to Buyer, duly executed by Seller; (E) a reaffirmation of all representations and warranties of Seller as set forth herein; and (F) such other documents as Seller may reasonably request for the purposes of properly documenting and giving effect to the Contemplated Transactions to occur at the Closing. (5) At Closing, Seller shall: (A) Pay to Parent Majority Shareholder Seventy...

Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the Closing herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Buyer, in Buyer’s sole discretion:

Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the following conditions, which may be waived by Piaget Swiss or Buyer: (a) at or prior to the Closing, Sellers shall have performed and complied with the agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing, and the representations and warranties of Sellers set forth in Sections 5.1, 5.2, 5.3, 5.5(b) and (c), 5.7, 5.9, 5.10 and 5.11 shall be true and correct in all material respects (except those representations that are qualified as to materiality, which shall be true and correct) as of the Closing as though made at and as of the Closing (except as otherwise contemplated by this Agreement), and the Buyer shall have received certificates to the foregoing effect from Sellers with respect to each of the foregoing; (b) Buyer shall have received opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to Sellers, dated the Closing Date, with respect to the matters set forth in Exhibit F hereto, which opinion shall be in form and substance reasonably satisfactory to counsel to Buyer; (c) Sellers shall have obtained any required consents and approvals necessary for the due and valid assignment by Sellers, as applicable, to Buyer of the Lease Agreement and the Assumed Contracts, and no such consent shall contain any condition that materially adversely affects or will materially adversely affect Buyer's ability to enjoy the full benefits of such Assumed Contracts or Lease Agreement, and Buyer shall have received from Sellers copies of each such consent. (d) At or prior to Closing, the Escrow Release Agreement and the attachments thereto, including the Instruction Release Letter in the form attached hereto, shall have been executed and delivered by the parties thereto, Sellers and the other parties thereto shall have instructed the Escrow Agent (as such term is defined in the Escrow Release Agreement) to appear at the Closing with the Trademark Assignments (as such term is defined in the Escrow Release Agreement), and the Trademark Assignments (as such term is defined in the Escrow Release Agreement) shall have been released from escrow; and (e) The representations and warranties of the Sellers set forth in the Escrow Release Agreement shall be true and correct as of the Closing.

Conditions to Obligation of Buyer to Close. The obligation of Buyer to purchase the Purchased Assets at Closing is further subject to the fulfillment (or the waiver in a writing signed by Buyer, to the extent permissible under applicable Law) at or prior to the Closing of the following conditions: (a) (i) the representations and warranties contained in Section 3.2 (other than the second sentence of Section 3.2(a)) shall be true and correct as of the Agreement Date and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case, such representations and warranties shall be true and correct in all respects as of such earlier date) in all respects except for de minimis inaccuracies and (ii) each of the representations and warranties contained herein (other than those listed in clause (i)) shall be true and correct as of the Agreement Date and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case, such representations and warranties shall be true and correct in all respects as of such earlier date), interpreted without giving effect to any Material Adverse Effect or materiality qualifications or exceptions contained therein, except where all failures of such representations and warranties to be true and correct, in the aggregate, do not have, or would not reasonably be expected to have, a Material Adverse Effect; (b) Sellers shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Closing (which, for the avoidance of doubt, shall not include Section 5.13 or the transactions referred to in Section 5.8(d)); (c) each Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by a duly authorized executive officer (in such officer’s capacity as such and not individually) of such Seller, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied; (d) Sellers shall be prepared to deliver, or cause to be delivered, to Buyer all of the items set forth in Section 2.8; provided, however, that (i) provision of the certifications referenced in Section 2.8(e) shall not be a condition to Closing and (ii) the sole remedy for failure to provide such certifications shall be that Buyer shall be entitled to withhold any amount required t...

Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the closing of the transactions contemplated herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived by Buyer, in Buyer’s sole discretion (and, for any such condition not satisfied, if Buyer effects the Closing, then Buyer will be deemed to have waived such condition, with no associated Liability or other obligation resulting therefrom for any Seller): (a) Releases. Sellers will have delivered to Buyer a written document in a form reasonably acceptable to each Party, each dated on or before the Closing Date and executed by each Person to whom, at Closing, any Seller owes any indebtedness for borrowed money or with whom Seller has a contractual right to borrow money, even if Seller does not owe any indebtedness for borrowed money to such Person at Closing (or, if applicable, executed by such Person’s agent or similar representative), in each case under which such Person (or such agent or representative on such Person’s behalf) (1) consents to the transactions contemplated herein (to the extent required) and (2) agrees to release each Encumbrance of such Person on any Acquired Asset upon the satisfaction of the conditions in such document (each such document being a “Lender Release”).

Conditions to Obligation of Buyer to Close. The obligation of Buyer to purchase the Assets and otherwise to consummate the transactions that are to be consummated at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions (any of which may be waived by Buyer in whole or in part): (a) All required consents shall have been duly obtained or obviated, except where (i) the failure to obtain any such required consents would not reasonably be expected to subject Buyer to any material penalty or loss, including loss of partial revenue, or (ii) such required consent relates to an assigned contract or a related assumed liability, as to which the parties will proceed pursuant to Article 8. (b) The representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects on the Closing Date. (c) Seller shall have complied with and performed, in all material respects, all obligations required by this Agreement to be complied with or performed by Seller on or before the Closing Date. (d) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, to the effect that the conditions set forth in Sections (b) and (c) pursuant to this Article 6 have been satisfied. (e) Buyer shall have entered into an employment agreement with Hans Gregory Wood, in conformity with the form of agreement annexed he▇▇▇▇ ▇▇ Exhibit "M". (f) Seller shall have fully complied with the provisions of any so-called Bulk Sales Laws applicable to the conveyance to Buyer of the Assets.

Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the closing of the transactions contemplated herein is subject to the satisfaction (or waiver by Buyer) of each of the following conditions:

Conditions to Obligation of Buyer to Close. The obligations of Buyer and NextNav to buy the Licenses and to otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by ▇▇▇▇▇ and NextNav by a written waiver delivered to Seller:

Conditions to Obligation of Buyer to Close. Section 6.3 of the Agreement shall be amended by adding at the end thereof the following: