Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby Sample Clauses

This clause defines the specific requirements that must be satisfied before the buyer is legally obligated to complete the transaction outlined in the agreement. 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 setting these prerequisites, the clause protects the buyer from being forced to close the deal if key expectations are not met, thereby allocating risk and ensuring that the transaction proceeds only under agreed-upon circumstances.
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to 22 - 70 - the Closing of each of the following conditions, any one or more of which may be waived in whole or in part by Buyer in writing: (a) Principals and Sellers shall have performed and complied in all material respects with all agreements, obligations, conditions and covenants contained in this Agreement and the Stock Purchase Agreement required to be performed and complied with by them at or prior to the Closing and all representations and warranties of Principals and Sellers set forth in this Agreement and the Stock Purchase Agreement shall be true and correct in all material respects as of the date of this Agreement and as amended by any Disclosure Supplements as of the Closing Date (as if the Closing Date was the date of this Agreement), and Buyer shall have received a certificate to that effect signed by Principals, in the form attached hereto as Exhibits D, together with such other documents, instruments and writings required to be delivered by Principals and Sellers or by the Company at or prior to the Closing pursuant to this Agreement and the Stock Purchase Agreement or otherwise required in connection herewith or therewith, provided, however, that if the Disclosure Supplements reveal a material change from the Schedules attached hereto at the date hereof that is unacceptable to Buyer, Buyer shall not be obligated to effect the transactions contemplated hereby. The immediately foregoing proviso, however, shall not apply to changes in the Disclosure Supplements regarding the matters set forth in Schedule 5.03(a) of the Disclosure Schedule, as to which changes Buyer shall not be relieved from its obligations to effect the transactions contemplated hereby. (b) Principals shall have delivered to Buyer (i) copies of the Company's Articles of Incorporation including all amendments thereto certified by the Secretary of State of the State of Minnesota, (ii) a certificate from the Secretary of State to the effect that the Company is in good standing and listing all charter documents of the Company on file, (iii) a certificate from the Secretary of State or other appropriate official in each state in which the Company is qualified to do business to the effect that the Company is in good standing in such state and (iv) certificates as to the tax status of the Company in the State of Minnesota and each state in which the Com...
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyer:
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of the Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment of the following conditions, any one or more of which may be waived by the Buyer: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date. The Seller shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date. (b) All documents, if any, required hereunder to have been delivered by the Seller to the Buyer, at or prior to the Closing Date, as well as the Prepayments, shall have been delivered.
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer, acting for itself and for MTS, to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyer:
Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment at or prior to the Closing of each of the following conditions, any one or more of which may be waived in whole or in part by Buyer in writing: (a) Sellers shall have performed and complied in all material respects with all agreements, obligations, conditions and covenants contained in this Agreement required to be performed and complied with by them at or prior to the Closing and all the representations and warranties of Sellers set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as amended by any Disclosure Supplements as of the Closing Date, and Buyer shall have received certificates to that effect signed by Sellers together with such other documents, instruments and writings required to be delivered by Sellers or by the Company at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith, provided, however, that if the Disclosure Supplements reveal a change from the Schedules attached hereto at the date hereof that is unacceptable to Buyer, Buyer shall not be obligated to effect the transactions contemplated hereby.

Related to Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.

  • 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 to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: