Conditions to Obligations of Purchaser Sample Clauses
The 'Conditions to Obligations of Purchaser' clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete their obligations under an agreement, such as closing a transaction. These conditions may include the seller fulfilling certain representations and warranties, obtaining necessary regulatory approvals, or ensuring that no material adverse changes have occurred. By setting these prerequisites, the clause protects the purchaser from being bound to proceed if key terms are not met, thereby allocating risk and ensuring that the purchaser only moves forward when all agreed-upon conditions are satisfied.
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Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Purchaser waive the conditions contained in Section 7.2(d) or Section 7.2(e):
(a) Each of the representations and warranties of Sellers contained in ARTICLE IV of this Agreement shall be true and correct (disregarding for the purposes of such determination any qualification as to materiality or Material Adverse Effect) as of the Closing Date as if made on the Closing Date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Material Adverse Effect.
(b) Sellers shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by Sellers prior to or at the Closing.
(c) Sellers shall have delivered, or caused to be delivered, to Purchaser:
(i) a certificate executed as of the Closing Date by a duly authorized representative of Sellers, on behalf of Sellers and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied;
(ii) the Equity Registration Rights Agreement, duly executed by Parent;
(iii) stock certificates or membership interest certificates, if any, evidencing the Transferred Equity Interests (other than in respect of the Equity Interests held by Sellers in RHI, Promark Global Advisors Limited, Promark Investments Trustees Limited and the Delayed Closing Entities, which the Parties agree may be transferred following the Closing in accordance with Section 6.30, Section 6.34 and Section 6.35), duly endorsed in blank or accompanied by stock powers (or similar documentation) duly endorsed in blank, in proper form for transfer to Purchaser, including any required stamps affixed thereto;
(iv) an omnibus ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit P (the “▇▇▇▇ of Sale”), together with transfer tax declarations and all other instruments of conveyance that are necessary to effect transfer to Purchaser of title to the...
Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Purchaser. The obligations of Purchaser to proceed with Closing are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by Purchaser:
Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Transaction shall be subject to the fulfillment or waiver by Purchaser, at or prior to the Closing, of each of the following conditions:
(a) Each of the Company Fundamental Representations shall be true and correct in all respects at and as of the Closing. Each other representation and warranty of the Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications), or in all but de minimis respects (in the case of any other representation or warranty), in each case at and as of the Closing (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects, or in all but de minimis respects, as applicable, only as of such date), and the Company, Sellers and Seller Representative shall have performed and satisfied in all material respects all agreements, covenants and obligations required by this Agreement to be performed and satisfied by the Company, Sellers or Seller Representative, as applicable, at or prior to the Closing.
(b) No Action shall have been commenced or threatened against the Company, Sellers or Seller Representative that seeks to enjoin or would prevent the Closing or would have a material impact on the Company or the Business. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(c) From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect.
(d) All Third Party Consents set forth on Section 2.2(d)(vi) of the Company Disclosure Schedule have been delivered to Purchaser at or prior to the Closing, and no such Third Party Consents shall have been revoked.
(e) The Company shall have delivered to Purchaser the Estimated Closing Statement pursuant to Section 3.3(a)(i).
(f) An exemption from the registration requirements of the Securities Act shall be available to Purchaser for the issuance of the Purchaser Shares contemplated under this Agreement.
(g) The Sellers shall have delivered to Purchaser each delivery set forth in Section 2.2(d).
(h) The Company shall have delivered to Purchaser an estoppel certificate for each Lease identified in Section 4.12 of the Disclosure Schedule, executed by the applicable landlord substant...
Conditions to Obligations of Purchaser. Each and every obligation of Purchaser under this Agreement to be performed at the Closing shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, unless waived in writing by Purchaser at its sole discretion:
Conditions to Obligations of Purchaser. The obligation of Purchaser to effect the Closing is also subject to the satisfaction or waiver by Purchaser at or prior to the Closing Date of the following conditions:
Conditions to Obligations of Purchaser. Unless waived in writing by Purchaser, the obligation of Purchaser to consummate the P&A Transaction is conditioned upon satisfaction of each of the following conditions:
Conditions to Obligations of Purchaser. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Purchaser to the extent permitted by Applicable Law:
Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing:
(a) The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing;
(b) The representations and warranties of Seller in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing;
(c) The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and