Conditions to Obligations of Purchasers Clause Samples
The "Conditions to Obligations of Purchasers" clause defines the specific requirements that must be satisfied before purchasers are legally required to complete their obligations under an agreement, such as closing a transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects purchasers from being bound to proceed if essential conditions are not met, thereby allocating risk and ensuring that both parties are prepared for the transaction to move forward.
Conditions to Obligations of Purchasers. The obligations of each Purchaser under this Agreement to consummate the Closing are subject to the satisfaction or waiver by such Purchaser, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Purchasers. The obligations of each Purchaser to subscribe for, purchase and pay for the Subject Securities as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion:
(a) The Company Fundamental Warranties shall have been true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect” or similar qualifications, true and correct in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date).
(b) The Company shall have duly executed and delivered or shall have caused to be duly executed and delivered each Transaction Agreement to which it is a party to the Purchaser at or prior to Closing.
Conditions to Obligations of Purchasers. The obligation of Purchasers to consummate the transactions contemplated by this Agreement shall be subject, to the extent not waived, to each of the following conditions.
Conditions to Obligations of Purchasers. The obligations of Purchasers hereunder to purchase the Assets and to assume and to pay, perform and discharge the Assumed Liabilities 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 Purchasers in their sole discretion):
Conditions to Obligations of Purchasers. The respective obligations of each Purchaser to subscribe for, purchase and pay for the Subscription Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by each such Purchaser in its sole discretion:
(a) The fundamental representations and warranties contained in Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d), Section 4.01(e) and Section 4.01(g) hereof shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date). Other representations and warranties of the Company contained in Section 4.01 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties that expressly speak as of a specified date, in which case on and as of such specified date);
(b) The Company shall have performed and complied with all, and not be in breach or default in under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date in all material respects.
(c) There shall have been no Material Adverse Effect with respect to the Company.
(d) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed.
(e) The Company shall have approved the appointment of a director nominated by Tencent and an observer nominated by J to the board of directors of the Company, which shall be effective upon the Closing.
(f) The Purchasers shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Cayman counsel to the Company, substantially in the form as set forth in Exhibit C.
(g) No stop order or suspension of trading shall have been imposed by NYSE, the SEC or any other Governmental Authority with respect to the public trading of the ADSs.
(h) The Company shall have duly executed and delivered the Inv...
Conditions to Obligations of Purchasers. The respective obligations of each Purchaser to purchase and pay for the Subscription Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by such Purchaser in its sole discretion:
(a) The representations and warranties of the Company contained in Section 4.1 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, in which case on and as of such specified date);
(b) The Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(c) There shall have been no Material Adverse Effect with respect to the Company and its Subsidiaries.
(d) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Subscription Shares shall have been completed.
(e) The Company shall have duly executed and delivered the Amended Investor Rights Agreement on or prior to the Closing.
Conditions to Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the fulfillment or Purchasers’ waiver, at or prior to the Closing, of each of the following conditions:
(a) All representations and warranties of the Borrowers and the other Loan Parties contained herein and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of the Closing, except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date.
(b) The Borrowers and the other Loan Parties shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing.
(c) The Borrowers or the other Loan Parties, as the case may be, shall have delivered to the Noteholder Representative and the Purchasers the following executed documents:
(i) the Notes;
(ii) the Guarantees;
(iii) the Security Agreements;
(iv) the Warrants;
(v) the Subordination Agreement;
(vi) the Payoff Letter;
(vii) Legal opinions from U.S. and Canadian counsel to the Borrowers in form and substance satisfactory to the Noteholder Representative; and
(viii) the Jupiter Note Purchase Agreement and related documents.
Conditions to Obligations of Purchasers. The obligations of Purchasers hereunder to consummate the Merger 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 Purchasers in their sole discretion):
Conditions to Obligations of Purchasers. The obligation of Purchasers to consummate and effect the Transactions will be subject to the satisfaction at or prior to the Closing Date of the following conditions precedent, any of which may be waived, in writing, by Purchasers:
Conditions to Obligations of Purchasers. The obligations of the Purchasers under this Agreement in relation to the purchase of the Shares in any Company are conditional upon satisfaction of the following conditions and the conditions specified in Clauses 3(a), 3(b) and 3(c) hereof with respect to that Company on or prior to the Closing of the sale and purchase of the Shares in that Company, none of which may be waived unless AerCo has obtained a Rating Agency Confirmation (as defined in the Notes Indenture), provided that the Warranties of the Sellers shall only be made with respect to the Company or Companies which is or are being transferred to the Purchasers on such Closing Date:-
(a) (if the Company is incorporated in Ireland) compliance with rules regarding provision of financial assistance in Ireland;
(b) the Company being the owner of the Aircraft specified in the applicable Delivery Notice;
(c) delivery by AerFi to AerCo of a certificate signed by a director or officer of AerFi certifying the amount of Company Debt of that Company as at the Reference Balance Sheet Date;
(d) all authorisations, consents, orders and approvals of Government Authorities and officials listed in the Disclosure Letter (as updated pursuant to Clause 12.1 hereof) having been obtained in form and substance reasonably satisfactory to the relevant Purchaser;
(e) subject to such matters as may be disclosed in the Disclosure Letter (as updated pursuant to Clause 12.1), the Warranties being true and correct as of the applicable Closing Date (and in the case of Warranties relating to the Pro-Forma Balance Sheets, as of the Offering Closing Date), other than such Warranties as are made as of another date and the covenants and agreements contained in this Agreement to be complied with by the Sellers on or before the relevant Closing having been complied with in all material respects in relation to the Company and the Purchasers having received a duly executed certificate from the Sellers to such effect as of the date of such Closing;
(f) no Action having been commenced or threatened by or before any Governmental Authority against the Sellers, the Purchasers, the Companies or any of them seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Purchasers reasonably believe is likely to render it impossible or unlawful for any of the parties to perform their obligations hereunder or which could have a Material Adverse Effect and the Purchasers having received a duly executed certif...