CONDITIONS TO PURCHASER'S CLOSING Sample Clauses

The 'Conditions to Purchaser's Closing' clause defines the specific requirements that must be satisfied before the purchaser is obligated to complete the transaction at closing. These conditions may include obtaining necessary approvals, the accuracy of representations and warranties, the delivery of certain documents, or the absence of material adverse changes. By clearly outlining these prerequisites, the clause protects the purchaser from being forced to close if key terms are not met, ensuring that the transaction proceeds only when all agreed-upon standards are fulfilled.
CONDITIONS TO PURCHASER'S CLOSING. All obligations of Purchaser under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that Purchaser may, in its sole discretion, waive any or all of such conditions in whole or in part:
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CONDITIONS TO PURCHASER'S CLOSING. The obligations of Purchaser to purchase the Purchased Assets and to proceed with the Closing are subject to the satisfaction (or waiver in writing by Purchaser) at or prior to the Closing of each of the following conditions:
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CONDITIONS TO PURCHASER'S CLOSING. Each Purchaser's obligation to purchase the Securities at the Closing is subject to the fulfillment to such Purchaser's satisfaction on or prior to the Closing Date of each of the following conditions, any of which may be waived by such Purchaser:
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CONDITIONS TO PURCHASER'S CLOSING. 7 5.1. Representations and Warranties Correct..........................................................7 5.2. Performance.....................................................................................7 5.3. No Impediments..................................................................................7 5.4.
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CONDITIONS TO PURCHASER'S CLOSING. The obligations of Purchaser to consummate the transactions contemplated under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that Purchaser may, in its sole discretion, waive any or all of such conditions in whole or in part (provided, however, that no such waiver shall constitute a waiver by the Purchaser of any of its rights or remedies at law or in equity if the Stockholder or the Company shall be in violation of any of their respective representations, warranties, covenants, agreements or obligations under this Agreement):
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CONDITIONS TO PURCHASER'S CLOSING. In addition to the conditions expressly provided in other provisions of this Agreement, the satisfaction of each of the following conditions by the time of Closing hereunder shall be a condition to the Purchaser’s obligation to close hereunder: (i) The truth in all material respects of each representation and warranty of the respective Sellers set forth in Section 3 above. (ii) Seller shall have performed all of its obligations and not be in breach or default hereunder past applicable notice and grace period. (iii) Seller shall have obtained and delivered to Purchaser an Approved Estoppel Certificate dated within 45 days of Closing directly from (i) Cardone Industries, Inc. (“Cardone”), ADPI LLC, ▇▇▇▇▇▇ Equipment, PODS, Glidepath, Total Sweeteners and Arizona Partsmaster (collectively, the “Major Tenants”) and (ii) a sufficient number of other tenants such that the Approved Estoppel Certificates (inclusive of Approved Estoppel Certificates from Major Tenants) shall cover 75% of the leased rentable square feet of the Project (the “Estoppel Condition”). Notwithstanding the foregoing or anything to the contrary contained herein, upon written notice to Purchaser given on or before the third business day immediately preceding the then-scheduled Closing Date, Seller shall have the one-time right, subject to approval of the Lenders, to adjourn the Closing in order to obtain an additional or amended Estoppel Certificate that does not otherwise satisfy the Estoppel Condition, by extending the Closing Date until the earlier of (i) the date that is thirty (30) days after the date the Closing Date would have occurred but for such extension and (ii) the date that is three (3) business days after satisfaction of the Estoppel Condition. Purchaser specifically acknowledges and agrees that the inability of Seller to obtain Tenant Estoppel Certificates despite commercially reasonable efforts to obtain the same or the existence of adverse matters disclosed in Tenant Estoppel Certificates shall not give rise to any remedy of any kind against Seller (other than the termination right in accordance with and subject to the provisions of this Section 7). (iv) The Title Company shall have committed to issue to Purchaser a Form T-1 Owner’s Policy of Title Insurance, in the amount of the Purchase Price, insuring the title and interest of Purchaser in and to the Property and any easements or rights of way appurtenant thereto, with exception only for the Permitted Exceptions and standa...
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CONDITIONS TO PURCHASER'S CLOSING. The continued accuracy in all material respects of the representations and warranties set forth in Section 13.1 above shall be a condition precedent to the Purchaser's obligation to close escrow on the Property. If any representation or warranty set forth in Section 13.1 above shall not be correct in any material respect at or before the Closing, as may be determined by the Seller Closing Certificate delivered to Purchaser at the Closing or otherwise, Purchaser may, as its sole and exclusive remedy on account thereof, terminate this Agreement and receive a return of the Deposit in accordance with the terms of Section 6.3, in which event the Seller and the Purchaser shall have no further liability to each other hereunder (except for any indemnification, confidentiality or other obligations described herein which are expressly stated herein to survive any termination).
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Related to CONDITIONS TO PURCHASER'S CLOSING

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions: