Purchaser’s Closing Conditions Clause Samples
The Purchaser’s Closing Conditions clause defines the specific requirements that must be satisfied before the buyer is obligated to complete the transaction at closing. These conditions typically include the seller fulfilling all representations and warranties, obtaining necessary approvals, and delivering required documents. For example, the purchaser may require that no material adverse changes have occurred or that certain third-party consents are obtained. The core function of this clause is to protect the purchaser by ensuring that all agreed-upon prerequisites are met before finalizing the deal, thereby reducing the risk of unforeseen issues arising after closing.
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Purchaser’s Closing Conditions. The obligation of each Purchaser to purchase and pay for the Offered Securities to be purchased by it at the Closing is subject to the satisfaction or waiver, prior to or at the Closing, of the following conditions:
(a) Each Purchaser shall have received from counsel for Parent and the Existing Guarantor, (i) an opinion or opinions substantially in the form set forth in Exhibit 7.1(a), addressed to Purchasers, dated the Closing Date, and otherwise reasonably satisfactory in substance and form to the Purchasers and their special counsel and (ii) a letter entitling such Purchaser to rely on all opinions of counsel delivered to the Lenders in connection with the Collateral Documents.
(b) The representations and warranties of Parent and each Existing Guarantor in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects) when made and as if made at the Closing Date, except to the extent the representation or warranty is limited by its terms to another date. There shall exist on the Closing Date and after giving effect to such transactions, no Event of Default nor a Default under this Agreement, the Credit Agreement or any other material contract to which Parent or any of its Subsidiaries is a party for which the applicable cure period has not expired.
(c) Parent and each of the Existing Guarantors shall have performed and complied in all material respects with all covenants in this Agreement required to be complied with on or prior to the Closing Date.
(d) The Purchasers shall have received a certificate, dated as of the Closing Date, executed by the chief executive officer and the chief financial officer of Parent stating that the conditions set forth in Sections 7.1(b) and 7.1(c) have been satisfied.
(e) The conditions set forth in Section 7.01(g)(ii) and Section 7.01(g)(iii) of the Combination Agreement shall have been satisfied or waived.
(f) The Purchasers shall have received, in form and substance satisfactory to them and their counsel, a certificate duly executed by an executive officer of Parent certifying, on the Closing Date, that concurrent with the consummation of the transactions contemplated by this Agreement, the transactions contemplated by the Combination Agreement shall have been consummated in accordance with the terms of the Combination Agreement.
(g) The offering, issuance,...
Purchaser’s Closing Conditions. The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):
Purchaser’s Closing Conditions. Each Purchaser's obligation to purchase the Purchased Securities pursuant to Section 2.1 is subject to compliance by the Company with its agreements herein contained, and to the satisfaction, on or prior to the Closing Date of the following conditions:
Purchaser’s Closing Conditions. The obligation of Purchaser to proceed with the Closing contemplated hereby is subject, at the option of Purchaser, to the satisfaction on or prior to the Closing Date of all of the following conditions:
Purchaser’s Closing Conditions. Purchaser’s obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions, except as Purchaser may waive in writing.
Purchaser’s Closing Conditions. The obligation of each Purchaser to purchase the Shares on the Closing Date shall be subject, in the absence of a written waiver by or on behalf of such Purchaser, to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
Purchaser’s Closing Conditions. PURCHASER’s obligation to purchase the Property shall be to the satisfaction or written waiver by PURCHASER of the following conditions: (i) SELLER shall have complied with all obligations under this Agreement; (ii) there shall be no restrictions imposed by any applicable governmental authority on the purchase of the Property by PURCHASER; (iii) there shall be no pending or threatened litigation or proceeding against SELLER, PURCHASER or the Property that in any way affects or seeks to restrain or impose conditions on the sale of the Property to PURCHASER or on PURCHASER’s planned development of the Property; (iv) SELLER’s representations and warranties provided in Section 8 are true, correct and complete as if made as of the date of the Closing; (v) there shall be no pending or threatened expropriation proceeding affecting all or any portion of the Property; (vi) the Property shall be free from chemicals, pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use, sale, listing, generation, treatment, storage, transport, disposal, release, removal or other management of which is restricted, prohibited, regulated or penalized by any Environmental Law; (vii) there shall have been no material change to the condition of the Property or the zoning of the Property since the Effective Date; and
Purchaser’s Closing Conditions. The obligation of Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at the Closing) (the "Purchaser's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Purchaser only in a writing executed by Purchaser (provided, however, that Purchaser's acceptance of the Interests Transfer from Seller shall be deemed to be a waiver of any unsatisfied conditions regardless of whether Purchaser executes a separate written instrument to that effect at the Closing):
Purchaser’s Closing Conditions. The obligation of the Purchaser to purchase and pay for the Purchased Securities to be purchased by the Purchaser on the Closing Date, as provided in Section 2 hereof, shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions, except as otherwise waived by the Purchaser in writing:
Purchaser’s Closing Conditions. The obligation of Purchaser to complete the purchase of the Sold Assets from Vendor pursuant to this Agreement is subject to the satisfaction at or prior to the Closing Date of the following conditions precedent:
(a) All representations and warranties of Vendor contained in this Agreement shall be true in all material respects at and as of the Effective Date and the Closing Date, and Vendor shall have performed and satisfied all agreements required by this Agreement to be satisfied and performed by Vendor prior to the Closing Date; and
(b) Vendor shall have executed and delivered the General Conveyance and the Contract Operating Agreement; and
(c) Vendor shall have tendered to Purchaser documents and materials pursuant to the requirements of clause 14. The foregoing conditions shall be for the benefit of Purchaser and may, without prejudice to any of the rights of Purchaser hereunder, be waived by Purchaser in writing, in whole or in part, at any time. In case any of the said conditions shall not be complied with through no act, default or omission of Purchaser, or waived by Purchaser at or before the Closing Date, Purchaser may rescind or terminate this Agreement by written notice to Vendor.