Purchaser Conditions Sample Clauses

Purchaser Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (i) the representations and warranties of Regency contained in this Agreement that are qualified by materiality or Regency Material Adverse Effect shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (ii) an application shall have been submitted to list the Purchased Units on the NYSE; and (iii) Regency shall have delivered, or caused to be delivered, to the Purchaser at the Closing, Regency’s closing deliveries described in Section 2.04.

Purchaser Conditions. The Purchaser shall not be obligated to complete the Purchase and sale of the Assets pursuant to this Agreement unless, at or before the Time of Closing, each of the following conditions has been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time, and the Vendor and the Covenantors agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Date or prior to such other deadline as may be specified below:

Purchaser Conditions. The Company's obligations to the Registering Purchasers under this Article VIII (other than Section 8.3) will be conditioned on compliance with the following: (a) The Registering Purchasers and their respective Affiliates will cooperate with the Company in connection with the preparation of the applicable registration statement, and for so long as the Company is obligated to keep such registration statement effective, the Registering Purchasers and their respective Affiliates will provide to the Company, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such registration statement and the related prospectus covering the applicable Registrable Securities owned by the Registering Purchasers and to maintain the currency and effectiveness thereof, so long as the Company executes a confidentiality agreement in form and substance reasonably satisfactory to the Registering Purchasers in the event any confidential information is requested by the Company. (b) During such time as the Registering Purchasers and their respective Affiliates may be engaged in a distribution of the Registrable Securities, the Registering Purchasers and their respective Affiliates will comply with all applicable laws, including Regulation M promulgated under the Securities Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable registration statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by the Registering Purchasers and their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree, provided that the Company shall provide the Registering Purchasers with an adequate number of copies thereof. (c) The Registering Purchasers and their respective Affiliates will permit ...

Purchaser Conditions. The Vendors acknowledge and agree that the obligations of the Purchaser to complete the transactions contemplated by this Agreement, including the purchase of the Purchased Shares, shall be subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion: (a) the Purchaser being satisfied with the results of its due diligence investigations of the Corporation and the Vendors, it its sole and unfettered discretion; (b) all consents, approvals, Orders and authorizations of any Person (and registrations, declarations, filings or recordings with any Governmental Authority), required to be obtained in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions of this Agreement, including and any consents required under Contracts shall have been obtained at or before the Closing Time on terms acceptable to the Purchaser, acting reasonably; (c) there shall have been no Material Adverse Effect in respect of the Corporation Business, the results of operations, Assets, Liabilities, condition (financial or otherwise) or affairs of the Corporation since the date of this Agreement; (d) all of the representations and warranties of the Corporation and the Vendors made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly permitted by this Agreement) and the Purchaser shall have received a certificate from the each of the Corporation and Vendors confirming the truth and correctness of such representations and warranties; (e) there shall be no prohibition under applicable Laws against the consummation of the transactions contemplated by this Agreement; (f) there shall be no Order issued delaying, restricting or preventing, and no pending or threatened Claim, or judicial or administrative proceeding, or investigation against any Party by any Person, for the purpose of enjoining, delaying, restricting or preventing, the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummatio...

Purchaser Conditions. The obligation of the Purchaser to consummate the transactions contemplated hereby, and in particular the Arrangement, is subject to the satisfaction, on or before the Effective Time or such other time specified, of the following conditions: (a) the representations and warranties made by the Company: (i) in paragraphs (a), (b), (h), (i), (j), (s)(i) and (kk) of Schedule D shall be true and correct (other than de minimis inaccuracies) as of the Effective Date as if made on such date (except to the extent such representations and warranties speak as of an earlier date, in which case they will be evaluated as of such date, and except it being understood that the number of Company Common Shares may increase from the number outstanding on the date of this Agreement solely as a result of vesting of the Company Share Options or Company Awards and that the number of Company DSUs or Company Awards may change due to the requirements (or deeming provisions) of the Company DSUP or the Company MTIP, as applicable, or their vesting, expiry or termination in accordance with their terms or as affected by transactions contemplated or permitted by this Agreement); (ii) in paragraph (e) of Schedule D shall be true and correct in all material respects as of the Effective Date as if made on such date; and (iii) in the remainder of Schedule D shall be true and correct as of the Effective Date as if made on such date (except to the extent such representations and warranties speak as of an earlier date, in which case they will be evaluated as of such date, or except as affected by transactions contemplated or permitted by this Agreement), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not result in a Material Adverse Change (and for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored); and the Company shall have provided to the Purchaser a certificate of two executive officers of the Company (on the Company’s behalf and without personal liability) certifying the foregoing on the Effective Date; (b) the Company shall have complied in all material respects with its covenants herein to be complied with by it on or prior to the Effective Time, and the Company shall have provided to the Purchaser a certificate of two executive officers of the Company (on behalf of the Company and without personal liab...

Purchaser Conditions. The obligation of each Purchaser to consummate the transactions contemplated hereunder at the applicable Closing is subject to the satisfaction or waiver by such Investor, on or before the applicable Closing, of the following conditions: (a) The representations and warranties of the Company contained in Section 4 shall be true, complete and correct in all material respects as of the date hereof and, as of the applicable Closing Date as though such representations and warranties had been made on and as of such date. (b) The Company shall have performed and complied in all material respects with all agreements contained herein which are required to be performed or complied with by them prior to or at the time of the applicable Closing Date. (c) No Proceeding shall be pending or, to the Knowledge of Company, threatened by any third party or by or before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated hereby.

Purchaser Conditions. Purchaser's obligation to purchase the Aircraft shall be subject to fulfilment of each of the Purchaser Conditions Precedent on or before the Delivery Date (except to the extent that Purchaser agrees in writing in its absolute discretion to waive or defer any such condition). The Purchaser Conditions Precedent have been inserted for Purchaser's benefit and may be waived in writing, in whole or in part and with or without conditions, by Purchaser without prejudicing its right to receive fulfilment of such conditions, in whole or in part at any later time. If any of the Purchaser Conditions Precedent remain outstanding on the Final Delivery Date and are not waived or deferred in writing by Purchaser, Purchaser may at any time after close of business in New York on the Final Delivery Date terminate its obligation to purchase the Aircraft by notice, whereupon the rights and obligations of the parties hereunder shall cease and be discharged without further liability on the part of either Seller or Purchaser.

Purchaser Conditions. 4.2.1 The obligation of the Purchaser of each Aircraft to purchase such Aircraft shall be subject to fulfilment of each of Purchaser Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Purchaser agrees in writing in its absolute discretion to waive or defer any such condition). * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 4.2.2 The Purchaser Conditions Precedent have been inserted for the benefit of each Purchaser and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Purchaser of such Aircraft without prejudicing the right of such Purchaser to receive fulfilment of such conditions, in whole or in part, at any later time. 4.2.3 If any of the Purchaser Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and prior to payment of the Purchase Price and are not waived or deferred in writing by the Purchaser of such Aircraft, such Purchaser may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Purchaser to purchase such Aircraft from the relevant Seller by notice to the relevant Seller, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.

Purchaser Conditions. 18.1 This Agreement is conditional for twenty (20) Business days on the Purchaser obtaining finance satisfactory to the Purchaser in all respects and on the Purchaser completing due diligence on the property as to all commercial and conveyancing aspects and any other issues considered relevant by the Purchaser. This clause is inserted for the benefit of the Purchaser.