Purchaser’s Conditions Precedent to Closing Clause Samples
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Purchaser’s Conditions Precedent to Closing. The obligations of the Purchaser under this Agreement are subject to the satisfaction on or before the Closing Date of all conditions contained in this Agreement, including each of the following (any of which may be waived by the Purchaser, in the Purchaser's sole and absolute discretion, but only in writing):
(a) The Seller shall have performed in all material respects all of its covenants and other obligations contained in this Agreement, and all of the Seller's representations and warranties contained in this Agreement shall be true in all material respects on and as of the Closing Date.
(b) The title insurance company(ies) conducting the title examination, which shall be selected by the Purchaser and shall be reasonably acceptable to Magellan (collectively, the "TITLE COMPANY"), shall be prepared to issue to the Purchaser or the Purchaser's designee(s), at standard rates, a Title Policy (as defined in Section 10.2) with respect to each Facility or a marked title commitment unconditionally committing to issue a Title Policy with respect to each Facility within a reasonable time thereafter.
(c) From the date hereof until the Closing Date, there shall not have occurred any material adverse change to, or deterioration of, the physical condition of the Facilities taken as a whole, ordinary wear and tear excepted.
(d) From the date hereof until the Closing Date, there shall not have occurred any material adverse change in the business or financial condition of the Seller from that disclosed in the Operating Reports and 1996 Financials furnished by Magellan to the Purchaser as a part of the Seller's Deliveries.
(e) The Purchaser or Magellan, as appropriate, shall have obtained, or obtained the transfer of, all permits, licenses and approvals necessary to allow the ownership of the Facilities by the Purchaser and the continued lawful operation by OpCo of the business conducted therein, except for those permits, licenses and approvals which by custom are not transferred or obtained until after a conveyance of property, and except for such consents, regulatory and other approvals, licenses, permits and other required documentation the failure to obtain which would not, individually or in the aggregate, have a material adverse effect on the operation of such business.
(f) The Facilities Lease in the form of Exhibit C attached hereto shall have been executed by the Purchaser, as lessor, and OpCo, as tenant.
(g) The Subordination Agreement in the form of Exhibit G ...
Purchaser’s Conditions Precedent to Closing. The obligations of the Purchaser to buy the Sale Shares on the Closing Date are subject to the satisfaction, or waiver at or prior to the Closing, of the following conditions:
Purchaser’s Conditions Precedent to Closing. It shall be a condition precedent to Purchaser’s obligation to make a full settlement hereunder that each and every one of the following conditions shall exist on the Closing Date:
Purchaser’s Conditions Precedent to Closing. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Purchaser in writing):
Purchaser’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: Seller’s representations and warranties are true and correct as of Closing in all material respects except for Seller’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; Seller has performed its obligation in all material respects; No laws or final orders restrict the Proposed Transaction; All of Purchaser’s Consents have been obtained and are in full force and effect; All of Seller’s closing deliverables have been provided; The Project Contracts and schedules support achievement of the Commercial Operation Date (as defined in the EPC Agreement) on or prior to the Commercial Operation Deadline (as defined in the EPC Agreement); The Project has achieved Availability Completion (as defined in the EPC Agreement) and, if applicable, ESS Availability Completion (as defined in the EPC Agreement); The Project has not, in whole or in part, been synchronized to the electric transmission system; Seller has provided documentation satisfactory to Purchaser with respect to qualification for any applicable tax credits; Seller’s Parent Guaranty is in full force and effect; Any objections to title and survey matters have been cured to Purchaser’s reasonable satisfaction; There are no Seller Material Adverse Effects; and The required Project permits have been issued.
Purchaser’s Conditions Precedent to Closing. It shall be an express precondition to Purchaser’s obligation to purchase the Property that each and every one of the following conditions shall have been satisfied as of the Closing Date (or waived by Purchaser).
Purchaser’s Conditions Precedent to Closing. Section 8.1 of the Agreement is amended to add the following new subsections:
Purchaser’s Conditions Precedent to Closing. Purchaser's obligation to purchase the Property is subject to its confirmation of the satisfaction of the following conditions precedent:
Purchaser’s Conditions Precedent to Closing. Purchaser shall have no obligation to purchase the Property unless the following additional conditions (“Purchaser’s Conditions Precedent”) have been satisfied or waived in writing by Purchaser at or prior to the Closing;
Purchaser’s Conditions Precedent to Closing. The obligation of Purchaser to purchase the Premises, and close the transaction contemplated hereby is subject to satisfaction of each of the following conditions precedent, the satisfaction of which shall be determined solely by Purchaser in the exercise of its reasonable judgment (unless a different standard is stated). Any of these conditions precedent may be waived in Purchaser's sole discretion.