CONDITIONS TO OBLIGATIONS OF INTERWEST Clause Samples

The "Conditions to Obligations of Interwest" clause defines the specific requirements that must be satisfied before Interwest is legally required to fulfill its obligations under the agreement. Typically, these conditions may include the completion of due diligence, receipt of necessary approvals, or the absence of material adverse changes affecting the transaction. By setting out these prerequisites, the clause ensures that Interwest is only bound to proceed if certain key criteria are met, thereby protecting it from unforeseen risks or changes in circumstances.
CONDITIONS TO OBLIGATIONS OF INTERWEST. The obligations of InterWest to consummate the transactions contemplated by this Plan also are subject to the written waiver by InterWest or the fulfillment on or prior to the Effective Date of each of the following conditions:
View SourceView Similar (3)
CONDITIONS TO OBLIGATIONS OF INTERWEST. 29 6.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY..........................29 ARTICLE VII. TERMINATION........................................................30
View SourceView Similar (2)
CONDITIONS TO OBLIGATIONS OF INTERWEST. The obligations of InterWest to consummate the transactions contemplated by this Plan also are subject to the written waiver by InterWest or the fulfillment on or prior to the Effective Date of each of the following conditions: (A) LEGAL OPINION. InterWest shall have received an opinion, dated the Effective Date, of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., counsel for the Company and Kittitas Bank, in the form of EXHIBIT K. (B) OFFICERS' CERTIFICATE. (1) Each of the representations and warranties contained in this Plan of the Company and Kittitas Bank shall be true and correct in all material respects (except the representations and warranties in Section 4.1(C) and those representations and warranties that are qualified by reference to "Material Adverse Effect" or any other materiality caveat, which shall be true and correct in all respects) as of the date of this Plan and upon the Effective Date with the same effect as though all such representations and warranties had been made on the Effective Date, except for any such representations and warranties that specifically relate to an earlier date, which shall be true and correct as of such earlier date and except as otherwise provided in Section 5.11, and (2) each and all of the agreements and covenants of the Company and Kittitas Bank to be performed and complied with pursuant to this Plan on or prior to the Effective Date shall have been duly performed and complied with in all material respects, and InterWest shall have received a certificate signed by the chief executive officers, chief financial officers, and chief lending officers of the Company and Kittitas Bank dated the Effective Date, to such effect. (C) RECEIPT OF AFFILIATE AGREEMENTS. InterWest shall have received from each affiliate of the Company the agreement referred to in Section 5.10.
View Source
CONDITIONS TO OBLIGATIONS OF INTERWEST. 31 6.3 CONDITIONS TO OBLIGATIONS OF COMPANY AND KITTITAS BANK . . . .32
View Source
CONDITIONS TO OBLIGATIONS OF INTERWEST. 27 6.3 CONDITIONS TO OBLIGATIONS OF THE BANK.................................28 ARTICLE VII. TERMINATION............................................................28
View Source
CONDITIONS TO OBLIGATIONS OF INTERWEST. The obligations of InterWest and InterWest Bank to consummate the transactions contemplated by this Plan also are subject to the written waiver by InterWest or the fulfillment on or prior to the Effective Date of each of the following conditions: (A) LEGAL OPINION. InterWest shall have received an opinion, dated the Effective Date, of Fost▇▇ ▇▇▇per & Shefelman PLLC, counsel for the Company and Pioneer Bank, in the form of Exhibit J.
View Source

Related to CONDITIONS TO OBLIGATIONS OF INTERWEST

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction 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) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: