Conditions to Obligations of the Contributors Clause Samples

The 'Conditions to Obligations of the Contributors' clause defines the specific requirements that must be satisfied before the contributors are legally required to fulfill their obligations under an agreement. Typically, these conditions may include obtaining necessary regulatory approvals, the absence of material adverse changes, or the completion of certain due diligence processes. By setting out these prerequisites, the clause ensures that contributors are only bound to perform once all agreed-upon conditions are met, thereby protecting them from unforeseen risks or changes before their commitments become enforceable.
Conditions to Obligations of the Contributors. The obligations of each Contributor are further subject to satisfaction of the following conditions (any of which may be waived by such Contributor in whole or in part):
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Conditions to Obligations of the Contributors. The obligation of each Contributor to effect the contribution contemplated by this Agreement and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of the following conditions:
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Conditions to Obligations of the Contributors. The obligations of the Contributors to consummate the Exchange shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:
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Conditions to Obligations of the Contributors. The obligation of the Contributors to effect the Closing shall be subject to the fulfillment or waiver, at or prior to the Closing, of the following conditions, each of which may be waived by the Contributors in the Contributors' sole discretion:
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Conditions to Obligations of the Contributors. The obligations of each of the Contributors to convey its Property and to perform the other covenants and obligations to be performed by the Contributors on the Closing Date shall be subject to satisfaction of, in addition to the other conditions set forth herein, the following conditions (all or any of which may be waived, in whole or in part, by the Contributors Representatives): (a) The representations and warranties made by the Company and the Operating Partnership herein shall be true and complete in all material respects (provided that such representations and warranties qualified as to materiality shall be true and correct in all respects) with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that a failure of the foregoing condition shall not give rise to a right of termination by the Contributors hereunder so long as such matters do not have a Contributee Material Adverse Effect. (b) The Company and the Operating Partnership shall have executed and delivered to the Contributors Representatives and the Contributors all of the items and documents provided herein for said delivery. (c) The Company and the Operating Partnership shall have performed all covenants and obligations undertaken by the Company and the Operating Partnership herein in all material respects and complied with all conditions required by this Agreement to be performed or complied with by them on or before the Closing Date. (d) There shall not have been any changes, circumstances or events with respect to the Company or the Operating Partnership that in the aggregate have resulted in a Contributee Material Adverse Effect.
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Conditions to Obligations of the Contributors. The obligations of the Contributors are subject to the satisfaction at or prior to the Closing of the following conditions: (a) All proceedings to be taken by AIOP in connection with the transactions contemplated by this Agreement and all documents, instruments and certificates to be delivered by each of the LLCs in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Contributors and its counsel. (b) All representations and warranties of AIOP contained herein at Article III are true and correct at the Closing as if made as of the Closing Date. (c) There shall not be in effect as of the Closing Date any writ, judgment, injunction, decree or similar order of any court restraining, or enjoining or otherwise preventing consummation of any of the transactions contemplated by this Agreement.
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Conditions to Obligations of the Contributors. The obligations of the Contributors to effect the Closing shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following additional conditions: (a) The representations and warranties of CFI and OP set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties are expressly limited to an earlier date) as of the Closing Date as though made on and as of the Closing Date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality or CFI Material Adverse Effect or similar qualifiers set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a CFI Material Adverse Effect; provided that the representations and warranties of CFI and OP set forth in Section 6.1 (Organization and Qualification), Section 6.2 (Authority; Board and Special Committee Approvals), Section 6.3(a) (No Conflicts) and Section 6.9 (Fees and Expenses of Brokers) shall be true and correct in all respects as of the Closing Date as though made on as of the Closing Date. (b) Each of CFI and OP shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by it at or before the Closing.
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Conditions to Obligations of the Contributors. The obligations of Contributors to consummate the transactions contemplated hereby are subject to fulfillment or waiver (by means of a written instrument signed by the Contributors) of all of the following conditions on or prior to the Closing Date: (a) the Contributors shall have received an original, fully completed Assignment with respect to each of the Contributed Interests executed by each party thereto other than the Contributors; (b) the Contributors shall have received an original OP Agreement executed and delivered by each party thereto other than the Contributors; (c) the Contributors shall have received a certificate, dated the Closing Date, of an authorized officer of the REIT to the effect that (i) all of the conditions set forth in Sections 5.2 and 5.3 have been satisfied or waived as provided therein, and (ii) all of the representations and warranties of the Operating Partnership set forth in Section 3.2 are true and correct as of the Closing Date as if made again on and (except to the extent any such representation and warranty expressly specifies otherwise) as of such date. Upon delivery thereof, such certificate shall constitute the representation and warranty with respect to the matters stated therein of the Operating Partnership to the Contributors for the purposes of this Agreement;
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Conditions to Obligations of the Contributors. The obligations of the Contributors hereunder are subject to the satisfaction at or prior to the Effective Date of the following conditions:
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Related to Conditions to Obligations of the Contributors

  • 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 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 Parties The obligations of Buyer, Tribune and ▇▇▇▇▇▇▇▇ to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (such waiver to be granted by Buyer and ▇▇▇▇▇▇▇▇ (including on behalf of Tribune) as it relates to Sections 10.01(a), (b) and (c) below, and by Buyer, ▇▇▇▇▇▇▇▇ and Tribune, solely as it relates to Section 10.01(d) below, in each case, if permitted by Law), at or prior to the Closing, of each of the following conditions: (a) No provision of any applicable Law and no Order shall be in effect which has the effect of making the transactions contemplated hereby illegal or otherwise prohibits the consummation of the Closing. (b) The FCC Consent and the HSR Clearance, if any, shall have been granted or obtained and be effective. (c) Solely in the event that ▇▇▇▇▇▇▇▇ agrees to divest KSTU and KCPQ (collectively, the “Covered Stations”) in order to obtain the DOJ’s approval of the Merger, the execution by the DOJ of the DOJ Consent Decree with respect to the sale of the Covered Stations to Buyer pursuant to this Agreement or if the DOJ otherwise consents in writing with respect to such sale of the Covered Stations to Buyer. For the avoidance of doubt, if for any reason the divestiture of the Covered Stations is not required by the DOJ as a condition to the DOJ’s approval of the Merger, then the foregoing consent of DOJ shall not be a condition to the sale of the Covered Stations under this Agreement, and such Covered Stations shall be subject only to those conditions applicable to all Stations pursuant to the terms and subject to the conditions of this Agreement. (d) The conditions to the Tribune Closing shall have been satisfied or waived (except for any conditions that by their nature can only be satisfied at or as of the Tribune Closing, which conditions will be satisfied or waived at the Tribune Closing) and the Tribune Closing shall have occurred or shall be scheduled to occur immediately following the Closing.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):