Conditions to Seller’s Obligation Clause Samples
The "Conditions to Seller’s Obligation" clause defines the specific requirements that must be satisfied before the seller is legally required to complete their part of a transaction, such as transferring ownership or delivering goods. These conditions may include the buyer securing financing, obtaining regulatory approvals, or fulfilling other contractual commitments. By clearly outlining these prerequisites, the clause protects the seller from being obligated to perform if essential terms are not met, thereby managing risk and ensuring that the transaction proceeds only when all necessary criteria are fulfilled.
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Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) The average of the closing prices of a share of Buyer Common Stock on the NASDAQ Capital Market for the ten trading days immediately preceding the date that is two business days prior to the Closing Date (without regard to any after-market trading), is not less than $4.50;
(ii) The Registration Statement shall have become effective under the Securities Act;
(iii) The shares of Buyer Common Stock that will be issued to Seller shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance;
(iv) The representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date;
(v) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(vi) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(vii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §§7(b)(iv) through 7(b)(vi) is satisfied in all respects;
(viii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and
(ix) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any conditio...
Conditions to Seller’s Obligation. The Sellers’ obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the Main Sellers), at or prior to the Closing, of each of the following conditions:
Conditions to Seller’s Obligation. The obligations of Seller to consummate the transactions provided for herein are subject to the satisfaction of each of the following conditions on or before the Closing Date:
Conditions to Seller’s Obligation. The respective obligations of Sellers to perform this Agreement are subject to the satisfaction, at or before the closing, of the following conditions set forth in this Section 6.2 (unless waived by the Sellers' Representative in writing):
(i) any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated, and all filings, authorizations and approvals and consents necessary to permit the Closing without a Material Adverse Effect shall have been duly made with or obtained from all applicable governmental authorities or other Persons;
(ii) there shall be no suit, action, investigation or proceeding pending or threatened before any court, agency or other governmental authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in whole or in part;
(iii) the representations and warranties of Buyer contained in Article 5 shall be true and correct in all material respects on and as of the date when made and on and as of the Closing Date, and Buyer shall have performed in all material respects all of the covenants and agreements required by this Agreement to be performed by Buyer prior to the Closing;
(iv) Buyer shall have executed and delivered to Sellers a certificate as to the satisfaction of the conditions described in the foregoing paragraph 6.2
Conditions to Seller’s Obligation. Seller’s obligation to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of each of the following conditions:
(a) the representations and warranties set forth in Article 4 shall be true and correct at and as of the Closing Date, as if made on and as of such date;
(b) The Buyer Parties shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material,” in which case the Buyer Parties shall have performed and complied with all of such covenants in all respects through the Closing;
(c) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;
(d) The Buyer Parties shall have delivered to Seller a certificate duly executed by an authorized representative to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied in all respects;
(e) Buyer shall have delivered to Seller the Assignment Agreement, evidencing the acceptance of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer;
(f) The Buyer Parties shall have delivered to Seller the Transaction Documents, duly executed by the applicable Buyer Party;
(g) Buyer shall have delivered the Purchase Price, including amounts required to be delivered to the Escrow Agent;
(h) The Buyer Parties shall have executed and delivered to Seller a certificate as to: (A) resolutions embodying all corporate actions taken by and on behalf of the Buyer Parties to authorize the execution, delivery and performance of this Agreement; and (B) the incumbency of each officer signing this Agreement or any agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of the Buyer Parties; and
(i) The Consent of each Relevant Competition Authority shall have been obtained. Seller may waive any condition specified in this Section 7.2 if Seller executes a writing so stating at or prior to the Closing.
Conditions to Seller’s Obligation. In addition to satisfaction of the mutual conditions contained in Section 10.1, the obligation of Seller to consummate this Agreement is subject to satisfaction of each of the following conditions:
Conditions to Seller’s Obligation. The obligation of Seller to sell the Shares to Purchaser at any Closing Date is subject to the satisfaction (or waiver by Seller), as of the applicable Closing Date, of each of the following conditions:
Conditions to Seller’s Obligation. The obligation of the Seller to effect the Closing hereunder is subject to the satisfaction (or waiver by the Seller) of all of the conditions set forth in Section 14.02 of the Master Purchase Agreement (subject to the introductory paragraph of Article XIV of the Master Purchase Agreement).
Conditions to Seller’s Obligation. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 2(b) above shall be true and correct in all material respects at and as of the Closing Date (or if made as of a specified date, only as of such date), except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, and without giving effect to any materiality qualification related thereto, except as would not have, individually or in the aggregate, a Material Adverse Effect) shall be true and correct in all respects at and as of the Closing Date (or if made as of a specified date, only as of such date);
(ii) Buyer shall have performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Buyer shall have performed and complied with all of such covenants (as so written” and without giving effect to any materiality qualification related thereto, except as would not have, individually or in the aggregate, a Material Adverse Effect) in all respects through the Closing;
Conditions to Seller’s Obligation. The Seller’s obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the Seller), at or prior to the Closing, of each of the following additional conditions:
(a) Except to the extent any failure has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, each of the representations and warranties of the Purchaser contained herein shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case the accuracy of such representation or warranty shall be determined as of such specified date. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof.
(b) The covenants contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with and not been breached in any material respect. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof.
(c) The Purchaser shall have paid and delivered the Purchase Price.
(d) The Sale Order shall have been entered and not be the subject of any stay or injunction and a plan of liquidation for the Seller shall have been confirmed.
(e) The Transfer Agreement Closing shall have occurred.
(f) The Purchaser shall have delivered the replacement Credit Support Arrangements to the relevant beneficiary or counterparty as contemplated by clause (a) of Section 5.10.
(g) All consents contemplated by the Settlement Agreement shall have been obtained.