Conditions to Obligations of Each Party Clause Samples
The "Conditions to Obligations of Each Party" clause defines the specific requirements that must be satisfied before either party is required to fulfill their contractual obligations. Typically, these conditions may include obtaining necessary approvals, the accuracy of representations and warranties, or the absence of material adverse changes. By clearly outlining these prerequisites, the clause ensures that both parties are protected from having to perform under the contract unless certain agreed-upon standards or events have occurred, thereby reducing risk and promoting fairness in the transaction.
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Conditions to Obligations of Each Party. The obligations of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligations of Each Party. The respective obligations of the Purchaser, the Sellers and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by the Purchaser (on behalf of itself) and the Sellers (on behalf of themselves and the Company) as of the Closing of the following conditions:
Conditions to Obligations of Each Party. The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 10.6:
Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by the mutual consent of Parent and the Company):
Conditions to Obligations of Each Party. The respective obligations of each party to consummate the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
(a) As of the Closing Date, no Legal Action shall be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal the consummation of the Transactions or the Other Transactions or to obtain substantial damages with respect to the consummation of the Transactions or the Other Transactions, and there shall not be in effect any order, injunction, judgment decree, ruling or arbitration award of a Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions or the Other Transactions;
(b) Any waiting period (and any extension thereof) applicable to the consummation of the Transactions or the Other Transactions under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or early termination shall have been granted;
(c) Except with respect to the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 7.1(b)) all authorizations, consents or approvals required to be obtained from all Authorities prior to the consummation of the Transactions and the Other Transactions, shall have been obtained from all such Authorities, except for such authorizations, consents and approvals the failure to obtain would not reasonably be expected to have a Material Adverse Effect;
(d) No more than forty percent (40%) of the Tower Sites and Tower Structures under this Agreement and the Other Purchase Agreement, taken in the aggregate, have been designated as either Rejected Sites or Remedial Sites
(e) All of the closing conditions contained in Article 7 of the Other Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof, and the initial closing of the Other Transactions shall be occurring simultaneously with the Closing hereunder; and
(f) The Escrow Agent shall have executed and delivered the Remedial Site Escrow Agreement, if applicable.
Conditions to Obligations of Each Party. The respective obligations of each of the parties hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by Acquiror and the Company at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party (in such Party’s sole discretion):
Conditions to Obligations of Each Party. The obligations of each party hereunder are subject to the satisfaction on or prior to the Closing Date of the following conditions, unless waived in writing by Purchaser and Seller:
Conditions to Obligations of Each Party. The respective obligations of each Party to consummate the Transactions are subject to the satisfaction at or prior to the Closing of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by Purchaser and Seller:
Conditions to Obligations of Each Party. At each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions:
(a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated.
(b) No action or claim shall be pending or 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 (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.
(c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.
(d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.