CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT Clause Samples

CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. All obligations of Purchaser and Parent under this Agreement are subject to the fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, any or all of which may be waived in whole or in part by Purchaser and Parent:
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. As an additional condition to the obligation of Parent and Purchaser to consummate the transactions contemplated hereby (which condition may be waived by Parent, as to itself and Purchaser, in whole or in part, and which shall be deemed to have been waived in whole if the Closing occurs), Parent and Purchaser must have received the following documents, dated the Closing Date: (a) A copy, certified by an authorized officer of Seller, of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated hereby; (b) A bill of sale for the Acquired ▇▇▇ets and such other bills of sale and assignments, in form and substance reasonably satisfactory to counsel for Purchaser, covering items of tangible and intangible personal property included in the Acquired Assets; (c) Certificates of title to the motor vehicles identified on Schedule 1.1(i) hereto, duly endorsed, completed and acknowledged for transfer; (d) General warranty deeds to the Owned Real Property and the Real Property Improvements; (e) The Transition Services Agreement; (f) The Escrow Agreement; (g) A lease, on terms acceptable to Purchaser and Seller, under which Purchaser leases the Cedarburg Facility from Seller (the "Cedarburg Lease"); (h) The consents set forth on Schedule 6.2(h) (the "Material Consents"); (i) One or more instruments assigning the Real Property Leases to Purchaser and providing for the assumption by Purchaser of Seller's obligations thereunder pursuant to the Instrument of Assumption (collectively, the "Lease Assignment"); and (j) Such further documents and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may reasonably require to assure the sale and assignment of the Acquired Assets as contemplated by this Agreement.
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent hereunder to purchase the Shares 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 Parent in its sole discretion):
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent to cause the purchase of the Assets and the other transactions contemplated hereby to occur at Closing shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions as Purchaser and Parent may waive in writing:
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligation of Purchaser and Parent to effect the Merger is also subject to the satisfaction or waiver by Purchaser and Parent at or prior to the Effective Time of the following conditions:
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s and Parent’s waiver, at or before the Closing, of each of the following conditions: (a) The representations and warranties of each Vendor and the Corporation contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) Each Vendor shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them before or on the Closing Date, including the certificate of the Chief Financial Officer of the Corporation that the Estimated Closing Statement was prepared in accordance with this Agreement, including the Working Capital Principles required under Section 2.5(a)(i); provided that, with respect to agreements, covenants and conditions that are qualified by materiality, each Vendor shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) From the date of this Agreement, there shall not have occurred any Material Adverse Effect in respect of the Corporation, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect in respect of the Corporation. (d) The Corporation or Vendors’ Representative, as applicable, shall have delivered, or caused to be delivered, at or before the Closing to Purchaser each item set forth in this Section 7.2(d): (i) True and complete copies of the Transaction Documents (other than this Agreement), duly executed by the Parties thereto. (ii) All approvals, consents and waivers that are listed in Section 3.5 of the Corporation Disclosure Schedules and Section 4.2 of the Vendor Disclosure Schedules, and executed counterparts thereof, including Vendor Adoption Agreements from each of the Vendors. (iii) A certificate of an officer or director of the Corporation certifying t...
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Purchaser, except as to the condition described in Section 13.2(c) which cannot be waived) on or before the Closing Date, of each of the following conditions:
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. Purchaser’s and Parent’s obligation to close the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing, which are for the exclusive benefit of Purchaser and Parent and may be waived, in whole or in part, by Purchaser and Parent in their sole discretion:
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CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. The obligations of Purchaser and Parent to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Purchaser) on or prior to the Closing Date of the following additional conditions:
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Related to CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT

  • 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 Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions Precedent to Obligations of Purchaser The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • 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: