Purchaser’s Conditions Precedent Clause Samples
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Purchaser’s Conditions Precedent. 5.1.1 The obligations of the Purchaser under this Agreement are subject to the following conditions precedent (the “Purchaser’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Purchaser:
(a) the representations and warranties on the part of the Seller contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date;
(b) no Total Loss of the Aircraft shall have occurred;
(c) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Purchaser);
(d) [Intentionally left blank];
(e) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Seller of all its obligations under the Transaction Documents;
(f) the Seller shall have made the Aircraft available for Delivery at the Delivery Location on the Delivery Date,
(g) on the Delivery Date the Aircraft shall be in construction configuration and conform in all material respects to the Delivery Conditions except as otherwise set forth in writing in accordance with Clause 3.4;
(h) the Aircraft has been duly certified by the FAA as to type and has a current, valid FAA airworthiness certificate;
(i) at the time of Delivery, Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special FAA counsel to Purchaser, shall have confirmed that such counsel is forthwith furnishing Purchaser an opinion addressed to Purchaser to the effect that (i) the FAA ▇▇▇▇ of Sale and FAA Application for Registration with respect to the Aircraft have been duly filed with the FAA; (ii) legal title to the Aircraft is vested in Purchaser, free and clear of all Encumbrances of record; and (iii) the transfer of title to the Aircraft has been registered on the International Registry in accordance with the Cape Town Convention;
(j) no legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby; If any of the Purchaser’s Conditions Precedent remain outstanding on the Termination Date and are...
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:
Purchaser’s Conditions Precedent. The obligation of the Purchaser to complete the purchase of the Purchased Shares under this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part).
Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent:
(a) each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;
(b) the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;
(c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and
(d) the Chief Executive Officer and Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.
Purchaser’s Conditions Precedent. Notwithstanding anything herein contained, the obligation of the Purchaser to pay the Purchase Price for the transfer of the Interest to the Purchaser is conditional upon the fulfillment of the following conditions precedent:
(a) the representations and warranties of the Vendor contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing Date, except:
(i) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; or
(ii) to the extent that the breach of this provision would not have any material adverse effect on the Purchaser, the Joint Venture or the Business.
(b) all of the covenants, agreements and deliveries of the Vendor to be performed or complied with, on, or before the Closing date pursuant to the terms of this Agreement shall have been duly performed or complied with;
(c) all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have been obtained;
(d) all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or the Business.
(e) Since the date hereof and prior to the Closing Date:
(i) the Vendor shall not have experienced any event or condition or have taken any action of any character; and,
(ii) no substantial damage by fire, negligence or otherwise to the property underlying the Asset shall have occurred,
(f) on or before the Closing Date:
(i) no Governmental Authority shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to the full enjoinment of same; and,
(ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby;
(g) within 45 days from the Effective Date, the Purchaser has completed its due dilige...
Purchaser’s Conditions Precedent. The obligations of the Purchaser to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):
(a) all covenants and agreements of the Vendor under this Agreement to be performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date;
(b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the Purchaser) and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date;
(c) during the Interim Period, there will not have occurred, in the judgment of the Purchaser, acting reasonably, a Vendor Material Adverse Change;
(d) the Purchaser will have completed, and will be satisfied with, in its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request;
(e) the Vendor will have lodged an application for the Minister to consent to the transfer of EL 6897 to the Purchaser in accordance with the Mining Act, and will not have received any notice that such consent has not been, or will not be, granted;
(f) the Support Agreements will have been...
Purchaser’s Conditions Precedent. The obligation of the Seller to sell the Subsequent Receivables hereunder is subject to the satisfaction of the following conditions precedent:
Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions:
(a) The representations and warranties made by Seller in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by Seller.
(b) Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller before or at Closing. Purchaser shall have received from Seller at Closing, satisfactory certificates to such effect signed by Seller.
(c) Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement.
(d) From the Effective Date to the Closing Date, none of the Fee Properties shall have suffered from a Material Adverse Effect.
(e) Seller shall have obtained all consents and approvals listed on Schedule 5.2.
(f) The transactions contemplated in the Stock Purchase Agreement shall have been consummated.
(g) Seller shall have executed and delivered the Escrow Agreement and funded the same with all amounts required by the Stock Purchase Agreement.
Purchaser’s Conditions Precedent. The obligations of Purchaser hereunder to execute or deliver the items it is required to deliver pursuant to Section 2.4.1(a) are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Purchaser’s Conditions Precedent. The obligations of Purchaser under this Agreement are contingent upon the satisfaction (or written waiver by Purchaser) of each and all of the following conditions precedent (“Conditions Precedent”) on or before the Outside Closing Date: