CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE Sample Clauses

This clause defines the specific requirements that must be satisfied before the purchaser is legally obligated to complete the transaction and close the deal. Typically, these conditions may include the seller fulfilling certain representations and warranties, obtaining necessary regulatory approvals, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause protects the purchaser from being forced to close under unfavorable or unanticipated circumstances, thereby allocating risk and ensuring that both parties meet agreed-upon standards before finalizing the sale.
CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Shares at the Closing shall be subject to the satisfaction of the following conditions at or prior to the Closing (unless waived by the Purchaser):
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Note and the Initial Warrants, to pay the Initial Purchase Price and to perform any of its obligations hereunder shall be subject to the satisfaction or waiver of the following conditions on or before the Initial Closing Date:
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to consummate or cause to be consummated, the transactions contemplated hereby is subject to the satisfaction (or waiver in writing by the Purchaser) at or before the Closing Date of the following conditions:
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. Purchaser’s obligation to purchase the Phase I Property and to close the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions being satisfied on or before the Closing Date (collectively, “Purchaser’s Conditions Precedent to Closing”):
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. 18 ------------------------------------------------------ 5.1 Representations and Warranties..................................19 ------------------------------ 5.2 Compliance with this Agreement..................................19 ------------------------------ 5.3 Secretary's Certificate.........................................19 ----------------------- 5.4 Officer's Certificate...........................................19 --------------------- 5.5 Documents.......................................................19 --------- 5.6 Filing of Certificate of Designations...........................20 ------------------------------------- 5.7 Purchased Shares................................................20 ---------------- 5.8 Stockholders Agreement..........................................20 ---------------------- 5.9 Registration Rights Agreement...................................20 ----------------------------- 5.10 Approval of Counsel to the Purchaser...........................20 ------------------------------------ 5.11 Consents and Approvals.........................................20 ---------------------- 5.12 No Material Judgment or Order..................................20 ----------------------------- 5.13 No Litigation..................................................21 ------------- 5.14 Opinions.......................................................21 -------- ARTICLE 6 CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE...
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of each Purchaser to purchase the number of Purchased Shares set forth opposite such Purchaser's name on Schedule 2.1 hereto, to pay the Purchase Price set forth opposite such Purchaser's name on Schedule 2.1 hereto at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, such Purchaser of the following conditions on or before the Closing Date.
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Shares and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the following conditions on or before the Closing Date. (a) The representations and warranties of the Seller in ARTICLE III that are (i) qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Date with the same effect as though made at and as of such date and (ii) not qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Date with the same effect as though made at and as of such date. (b) The Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date. (c) The Seller shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Seller, certifying to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) The Seller shall have delivered to the Purchaser certificates representing the Shares, each duly endorsed in blank in proper form for transfer. (e) If requested by the Purchaser, all resignations of the members of the Board of Directors and officers of the Companies shall have been delivered to the Purchaser. (f) The Seller shall have executed and delivered to the Purchaser the Estimated Closing Date Certificate and the Settlement Statement. (g) The Seller shall have duly executed and delivered to the Purchaser a certificate of non-foreign status of the Seller as to the sale of the Shares in such form and substance as is reasonably acceptable to the Purchaser in conformance with Treasury Regulation Section 1.1445-2(b). (h) The Seller shall have executed and delivered to the Purchaser the Escrow Agreement, the Trademark License Agreement and the Transition Services Agreement. (i) The Seller shall have delivered to the Purchaser copies of (i) all notices to or consents of any Governmental Authority or other Person identified on Section 3.3 of the Seller Disclosure Schedules and (ii) evidence that each Material Contract and Permit not previously held by the Companies has been duly assigned to the Companies.
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CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE. The obligation of the Purchaser to purchase the Senior Preferred Units, to pay the purchase price therefor at the Closing and to perform any other obligations hereunder shall be subject to the satisfaction as determined by the Purchaser of the following conditions on or before the Closing Date:
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Related to CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing: