Conditions to Sale of Contracts Sample Clauses

The "Conditions to Sale of Contracts" clause sets out specific requirements that must be satisfied before a contract for sale becomes binding or is completed. Typically, these conditions may include obtaining regulatory approvals, securing financing, or the satisfactory completion of due diligence by the buyer. By clearly outlining these prerequisites, the clause ensures that both parties understand what must occur before the sale can proceed, thereby reducing uncertainty and allocating risk if the conditions are not met.
Conditions to Sale of Contracts. The Purchaser's obligations hereunder are subject to the following conditions: (a) The Purchaser shall have received (i) the Sale and Servicing Agreement executed by all the parties thereto, (ii) all documents required by the Sale and Servicing Agreement and (iii) such other opinions and documents as the Purchaser may reasonably require in connection with the purchase of the Contracts hereunder or the sale of the Notes and Certificates; (b) The representations and warranties of the Seller and the Servicer made in the Sale and Servicing Agreement shall be true and correct on the Closing Date; and (c) The Purchaser shall have received from counsel to the Seller a letter stating that the Purchaser may rely on such counsel's opinion delivered pursuant to the Sale and Servicing Agreement and such counsel's opinions to Moody's Investors Service, Inc. ▇▇▇ ▇▇▇ndard and Poor's Corporation in respect of the sale of the Contracts to the Purchaser by the Seller, or such opinions may be addressed and delivered to the Purchaser.
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Conditions to Sale of Contracts. (a) Initial Closing Date. The Company's obligations hereunder to purchase -------------------- and pay for the Initial Contracts and other Transferred Assets relating thereto on the Initial Closing Date are subject to the fulfillment of the following conditions on or before such Initial Closing Date: (i) The Company shall have received (A) the Pledge and Servicing Agreement executed by all the parties thereto and (B) all conditions to closing set forth in Section 2.2 of the Pledge and Servicing Agreement shall have been fulfilled, to the extent they are capable of being fulfilled prior to the performance by the Company of its obligations under this Agreement, and a certificate to such effect delivered by the Company pursuant to the Pledge and Servicing Agreement shall be conclusive for purposes of this Agreement; (ii) The representations and warranties of the Seller, FCI, FMB and the VB Subsidiaries made herein and the Seller as Servicer under the Pledge and Servicing Agreement shall be true and correct in all material respects on the Initial Closing Date, and a certificate to such effect delivered by each such company pursuant to this Agreement and/or the Pledge and Servicing Agreement shall be conclusive for purposes of this Agreement.
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Conditions to Sale of Contracts 
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Related to Conditions to Sale of Contracts

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions to Loans The obligations of Lenders to make Loans are subject to satisfaction of all of the applicable conditions set forth below.

  • CONDITIONS OF SALE Unless otherwise stated, the sale is subject to a reserve price and the Assignee reserves the right to bid itself or through its agents at the auction without having to pay any deposit whatsoever and in the event of its becoming the successful purchaser shall set off the purchase price [excluding any taxes imposed thereon] against the amount due on the Facilities Agreement, Deed of Assignment and Power of Attorney (“the Facilities Agreement’) as mentioned above on the date of sale including costs and expenses of the sale.

  • Conditions to Obligation of Seller The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and ▇▇▇▇▇▇, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and ▇▇▇▇▇▇ shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 8.02(a) have been satisfied. (b) To the extent required by the applicable Governmental Authority, (i) the FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and ▇▇▇▇▇▇ to divest the Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 8.02(b) shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article VIII. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(a). (f) The transactions contemplated by the Triage Purchase Agreement shall be simultaneously consummated.

  • Conditions to Obligation of Sellers The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).