Conditions to Purchaser’s Obligations Clause Samples

Conditions to Purchaser’s Obligations. The obligation of Purchaser to close the transaction contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date, upon the non- fulfillment of any of which, this Agreement may, at Purchaser's option, be terminated pursuant to and with the effect set forth in Article VII: (a) Purchaser shall have thirty days from the date hereof to complete its due diligence review of the Company and Ness to its sole satisfaction (the "Review Period"), which review shall be conducted by officers and other employees of Purchaser and Purchaser's attorneys, accountants and other advisors. Seller shall deliver to Purchaser a final Disclosure Schedule not later than five days prior to the end of the Review Period (the "Delivery Date"). If the Disclosure Schedule is not delivered by the Delivery Date, the Review Period shall be extended by a number of days equal to the actual number of days after the Delivery Date that the Disclosure Schedule is delivered. (b) Each and every representation and warranty made by Seller shall have been true and correct when made and shall be true and correct in all material respects as if originally made on and as of the Closing Date. (c) All obligations of Seller to be performed hereunder through, and including on, the Closing Date (including, without limitation, all obligations which Seller would be required to perform at the Closing if the transaction contemplated hereby was consummated) shall have been performed. (d) All of the consents referred to in Section 3.1(b) shall have been obtained (without cost to Purchaser or the Company in excess of the normal and customary cost associated therewith) or, to the extent the permits and environmental permits held by either the Company or Ness would terminate upon a change of control of the Company or Ness, as the case may be, Purchaser shall have either obtained licenses and permits on substantially the same terms as such permits and environmental permits, or shall have obtained binding commitments from the applicable governmental authorities to issue such licenses and permits to the Company or Ness, as the case may be, following the Closing. (e) No suit, proceeding or investigation shall have been commenced or threatened by any governmental authority or private person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated hereby. (f) Seller shall have delivered to ...

Conditions to Purchaser’s Obligations. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

Conditions to Purchaser’s Obligations. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing).

Conditions to Purchaser’s Obligations. The Purchaser's obligation to purchase Shares hereunder is subject to satisfaction of the following conditions at the Closing (any of which may be waived by the Purchaser):

Conditions to Purchaser’s Obligations. Each Purchaser’s obligation to complete the purchase and sale of the Shares is subject to the waiver by such Purchaser or fulfillment as of the Closing Date of the following conditions:

Conditions to Purchaser’s Obligations. Each Purchaser’s obligation to purchase the Securities at the Closing is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless waived: i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects at the Closing Date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects). ii. The Company shall have performed and complied with in all material respects all agreements and conditions herein required to be performed or complied with by the Company on or before the Closing, or any breach or failure to do so has been cured. iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof. iv. From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market, nor shall suspension have been threatened either (A) in writing by the Commission or the Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Trading Market, nor shall a banking moratorium have been declared by the United States or New York authorities. v. The Company shall have filed with the Trading Market a Listing of Additional Shares notification form for the listing of the Shares and the applicable Warrant Shares. No objection shall have been raised by the Trading Market with respect to the consummation of the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers and Placement Agents. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consumma...

Conditions to Purchaser’s Obligations. 4.01. The obligation of Purchaser hereunder to purchase the Properties from Seller is subject to the satisfaction, as of the Closing, of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing): (a) Purchaser, at Purchaser's sole cost and expense, shall cause title to be examined and a title company acceptable to Purchaser to issue and deliver to Purchaser a preliminary title report and commitment for an extended-coverage Owner's policy in the amount of the Purchase Price (the "Title Report") accompanied by copies of all recorded documents relating to liens, easements, rights-of-way, etc., affecting the Properties. Purchaser shall give Seller written notice before the later of the expiration of the Inspection Period or the Survey Date (as hereinafter defined) of any objections to Seller's title as disclosed therein, provided that failure to object to a lien shall not constitute a waiver of Seller's obligations to satisfy such lien. Seller shall have the obligation to remove any liens or encumbrances which are uncontested and may be removed solely by the payment of money. If there are liens or encumbrances which cannot be removed in accordance with the terms hereof, Purchaser shall have the option of terminating this Contract, in which event it shall thereupon become null and void for all purposes, and the Earn▇▇▇ ▇▇▇ey shall be forthwith returned by Escrow Agent to Purchaser; otherwise, said condition shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. Seller shall not cause or permit an adverse change in the condition of title after the date hereof. (b) Seller, at its sole cost and expense, shall obtain a current ALTA as-built

Conditions to Purchaser’s Obligations. The purchase of the Company Shares by Purchaser on the Closing Date is conditioned upon satisfaction, on or prior to such date, of the following conditions:

Conditions to Purchaser’s Obligations. In addition to the other conditions set forth in this Agreement, the obligations and liabilities of Purchaser hereunder shall in all respects be conditioned upon the satisfaction of the conditions listed below at time of Closing, any of which may be waived by written notice from Purchaser to Seller: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 8(c); (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with any modifications expressly permitted under this Agreement or other modifications that are not materially adverse to Purchaser); (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; If any of the conditions set forth above are not satisfied or waived by Purchaser on or before the Closing Date, then Purchaser, at its option, may elect, in its sole discretion, either: (i) to terminate this Agreement, in which event all of the ▇▇▇▇▇▇▇ Money shall immediately be refunded by Escrow Agent (or, if the ▇▇▇▇▇▇▇ Money has already been disbursed to Seller in accordance with this Agreement, by Seller) to Purchaser and, upon the return and delivery of the ▇▇▇▇▇▇▇ Money to Purchaser, Purchaser and Seller shall be released from any and all obligations and liabilities to the other under this Agreement other than any provision that expressly survives the termination of this Agreement; or (ii) to waive the unsatisfied conditions and purchase the Property without reduction of the Purchase Price; provided, however, if any of the conditions set forth above are not satisfied as a result of a Seller default under this Agreement, then Purchaser shall have all rights and remedies provided to Purchaser in Section 16(a) for a Seller default.