Parent's Conditions Precedent Sample Clauses

The "Parent's Conditions Precedent" clause defines the specific requirements or events that must be satisfied by the other party or by third parties before the parent company is obligated to proceed with its obligations under the agreement. Typically, these conditions might include obtaining necessary regulatory approvals, ensuring that no material adverse changes have occurred, or confirming that all representations and warranties remain true. By setting out these prerequisites, the clause protects the parent company from being bound to the agreement until all critical conditions are met, thereby managing risk and ensuring that the transaction proceeds only when it is safe and appropriate to do so.
Parent's Conditions Precedent. Except as may be waived in writing by Parent, the obligations of Parent hereunder are subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
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Parent's Conditions Precedent. The obligations of Parent and Merger Sub to enter into and complete the Closing are subject, at the option of Parent, to the fulfillment on or prior to the Closing Date of the following conditions by the Company, any one or more of which may be waived by Parent in writing:
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Parent's Conditions Precedent. The obligation of the Parent to complete the purchase of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Coming, each of the following conditions precedent each of which is separate, is provided for the exclusive benefit of the Parent and may be waived by the Parent in accordance with Section 5.4; (a) all corporate, legal and regulatory proceedings, approvals and consents as are reasonably considered necessary by the Parent's solicitors shall have been taken or obtained to permit the consummation of the transactions contemplated herein; (b) the Company shall not have any material assets other than those relating to the Business and shall not have any material liabilities (whether or not absolute, contingent or otherwise) other than those liabilities incurred to the ordinary course of operation of the Business; (c) all of the representations and warranties of the Company contained herein or in any certificate or other document delivered or given pursuant to this Agreement shall be true and correct and with the same effect as if made, and as of the time of Closing and the Parent shall have received a certificate, confirming, to the best of the Company's knowledge, information and belief, the truth and correctness in all material respects of such representations and warranties (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby), provided that the receipt hereof and the closing of the transactions contemplated herein shall not constitute a waiver of the representations and warranties of the Company which are contained in this Agreement. (d) the Company has fulfilled and/or complied with all terms, conditions, covenants and agreements herein contained to be performed or caused to be performed by it, including, without limiting the generality of the foregoing, the covenants contained in article Six to the extent the same are to be performed at or prior to the Time of Closing and each of the Company shall have delivered a certificate executed by a senior officer to that effect, provided that the receipt thereof and the closing of the transactions contemplated herein shall not constitute a waiver of the covenants and agreements of the Company which are contained in this Agreement; (e) all documentation relating to the due authorization (including, without limitation, the due authorization by the di...
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Parent's Conditions Precedent. Parent and Subsidiary shall have no obligation hereunder unless prior to or simultaneously with the Closing each of the conditions set forth in each of the clauses below shall have been satisfied or waived.
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Parent's Conditions Precedent. All of the following shall be conditions precedent to Parent's obligation to consummate the transactions contemplated by this Agreement:
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Related to Parent's Conditions Precedent

  • Buyer’s Conditions Precedent Buyer’s obligation to purchase the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent: (a) On or before the expiration of the Inspection Period, Buyer shall have inspected and approved, in Buyer’s sole discretion, all aspects and matters relating to the Property, of any nature whatsoever, or waived such approval, in Buyer’s sole and absolute discretion; provided, that notwithstanding anything herein to the contrary, if Buyer fails to deliver to Seller, on or before the expiration of the Inspection Period, written notice of the failure of the condition set forth in Section 6.02 hereof, then such condition shall be deemed to have been satisfied without further notice. (b) On or before the respective dates provided for herein, Seller shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Seller pursuant to this Agreement. (c) The Title Insurer shall deliver to Buyer at the Closing at Buyer’s sole expense an endorsement to Owner’s Policy of Title Insurance with respect to the Partnership’s ownership of the Real Property as contemplated under Section 2.01 hereof and in accordance with the Commitment, as it may have been modified as contemplated by this Agreement (the “Title Policy”), with extended coverage (i.e. with General Standard Exceptions 1 through 5 deleted), with respect to (i) taxes (except for taxes which are not yet due and payable which are apportioned hereunder), (ii) mechanic’s liens, (iii) survey issues (which shall be replaced by a “reading” of the Survey and an exception only for “shortages in area”), (iv) leases and parties in possession (which shall be replaced by a reference to “tenants under the leases described on the Rent Roll delivered at the Closing, as tenants only without any right or option to purchase all or any part of the Property”) and (v) items raised after the effective date of the Title Commitment), issued by the Title Insurer at its standard filed rates, as applicable as of the date and time of the issuance of the Title Policy, in the amount of the Purchase Price, containing Buyer’s Endorsements (as hereinafter defined), insuring the Partnership as owner of fee simple title to the Property subject only to the Permitted Exceptions. As used herein, the term “Buyer Endorsements” shall mean such endorsements as Buyer has requested by the end of the Inspection Period and the Title Insurer has agreed to issue in the Title Commitment by the end of the Inspection Period. Seller or the Management Company (to the extent permitted by the Title Insurer) shall execute at the Closing an affidavit in such form as the Title Insurer shall reasonably require for the issuance of the Title Policy and, provided Seller shall not incur any additional cost or liability, Buyer Endorsements. The Title Policy may be delivered after the Closing if at the Closing the Title Insurer issues a currently effective, duly executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date.

  • Seller’s Conditions Precedent The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Purchaser in this Agreement shall be true in all material respects when made and on and as of the Closing as though such representations and warranties were made on and as of Closing. Sellers shall have received from Purchaser at Closing a satisfactory certificate to such effect signed by an authorized officer of Purchaser. (b) Purchaser shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Purchaser before or at Closing. Sellers shall have received from Purchaser at the Closing a satisfactory certificate to such effect, signed by an authorized officer of Purchaser. (c) Purchaser shall have executed and delivered to Sellers at the Closing each of the Purchaser Documents and such additional documents as may be reasonably requested by Sellers in order to consummate the transactions contemplated by this Agreement. (d) Purchaser shall have paid or made provisions acceptable to Sellers for the payment of all fees, costs and expenses for obtaining all environmental due diligence, surveys, title examinations, inventory audits, and other inspections performed in connection with the transfer of the Assets pursuant to this Agreement. (e) Purchaser shall have executed a lease of or concession agreements regarding the Subways (2) locations the form of which is set out in Exhibit 9.1(e) (the “Subway Leases”), which shall grant the Purchaser the right to approve any subsequent sublease or assignment, which approval cannot be unreasonably withheld. (f) At Closing, the Real Properties transferred shall constitute at least thirteen (13) of the Purchased Owned Real Properties and Purchased Leased Real Properties in aggregate. (g) Sellers shall have received all consents required to consummate the transactions contemplated by this Agreement. Purchaser shall reasonably cooperate with Sellers in obtaining such consents. (h) No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement. (i) Sellers’ obligations under this Agreement are conditioned and contingent upon the consummation of the LGO Asset Purchase Agreement simultaneously with or prior to Closing hereunder.

  • Purchaser’s Conditions Precedent Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.