Purchaser’s Conditions to Closing Clause Samples
The "Purchaser’s Conditions to Closing" clause defines the specific requirements or events that must be satisfied before the purchaser is obligated to complete the transaction. These conditions may include obtaining necessary regulatory approvals, the accuracy of the seller’s representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being forced to close the deal if key conditions are not met, thereby allocating risk and ensuring that the purchaser’s interests are safeguarded prior to finalizing the transaction.
POPULAR SAMPLE Copied 1 times
Purchaser’s Conditions to Closing. The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller.
B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof:
i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser;
ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto;
iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and
iv. An opinion of Seller's counsel in ...
Purchaser’s Conditions to Closing. The obligation of Purchaser to acquire the Equity Interest and to pay the Acquisition Price on the Closing Date is subject to the satisfaction of (to the reasonable satisfaction of Purchaser), or the waiver by Purchaser of the following conditions precedent:
Purchaser’s Conditions to Closing. Without limiting the rights of Purchaser elsewhere provided for in this Contract, Purchaser's obligation to close under this Contract, shall be subject to and conditioned upon the fulfillment of the following conditions precedent:
8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered;
8.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date;
8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and
8.1.4 Neither Seller nor Seller's member shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding.
8.1.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain, in all material respects, the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the material covenants or material obligations of Seller. Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of its remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 or 8.1.5 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or (ii) waive such condition and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price.
Purchaser’s Conditions to Closing. The obligation of the Purchaser to purchase the Shares at the Closing are subject to the fulfillment of the following conditions, the waiver of which shall not be effective against the Purchaser if not consented to in writing:
Purchaser’s Conditions to Closing. The following conditions must be satisfied not later than the Closing Date or such period of time as may be specified below and, as such, are conditions precedent for Purchaser to proceed with the Closing:
(a) Seller shall have delivered to the Title Company (or other appropriate Person) the items described in Section 3.04(a) in accordance therewith; and
(b) As of the Closing Date, the Title Company will issue or have irrevocably committed to issue the Title Policy (as defined in Section 2.01) to Purchaser, subject to the Permitted Exceptions. If the foregoing conditions set forth in this Section 4.01 are not satisfied or waived by Purchaser on or prior to the Closing Date, Purchaser may, at its election, terminate this Agreement by written notice delivered to Seller and to the Title Company, in which case, so long as Purchaser has not caused an Event of Default, the Deposit shall be returned to Purchaser and neither party shall have any further obligation or liability, except for the obligations and provisions which are expressly stated to survive termination of this Agreement.
Purchaser’s Conditions to Closing. (a) Purchaser’s obligations to consummate the Acquisition hereunder shall be subject to satisfaction or waiver by Purchaser of the following conditions at or prior to the Closing:
i) O’Brien shall have delivered to Purchaser all items listed in Schedule 3.3(a)(i);
ii) Each of the representations and warranties of O’Brien made in or pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that are made as of a specific date or time, which shall be true and correct to the extent required only as of such specific date or time;
iii) O’Brien shall have performed and complied in all material respects with all of the covenants, obligations, agreements and conditions required by this Agreement to be performed or complied with by O’Brien prior to the Closing;
iv) There shall have been no material adverse change in the Intellectual Property;
v) Except as set forth in Schedule 3.3(a)(v), there is no Proceeding pending or threatened pertaining to the Intellectual Property, or to the Acquisition or its consummation, that shall have been instituted or threatened by any Governmental Body or Person;
vi) The Trademark Assignment (the “Trademark Assignment”), Patent Assignment (the “Patent Assignment”) and Domain Name Assignment and assignment of any other documents pertaining to Intellectual Property (collectively, the “Assignment”), shall be executed and delivered by O’Brien to Purchaser on the Closing Date.
(b) If (i) O’Brien shall not have been able to obtain any required government or third party consent or approval, (ii) any material representation or warranty of O’Brien shall prove to have been inaccurate or untrue in any material respect when first made or (iii) O’Brien shall not have performed, in any material respect, any of the material covenants contained in this Agreement, and in each case by Closing, then Purchaser shall be entitled, without limitation, (A) not to consummate, pursuant to Section 3.1, the Acquisition, or (B) to consummate the Acquisition if Purchaser, in its sole discretion, is willing to consummate the Acquisition on such basis.
Purchaser’s Conditions to Closing. The obligations of Purchaser required to be performed by it at the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions, each of which may be waived by Purchaser, except as otherwise provided by law:
Purchaser’s Conditions to Closing. The Purchaser's obligations to purchase the Shares at the Closing are subject to the fulfillment on or prior to the Closing Date of the following conditions:
Purchaser’s Conditions to Closing. Each Purchaser's obligation to purchase and pay for Securities at the Closing is subject to the fulfillment to such Purchaser's satisfaction, on or before the Closing Date, of each of the following conditions:
Purchaser’s Conditions to Closing. The obligation of Purchaser to consummate the Transactions hereunder shall be subject to fulfillment at or prior to the Closing of the following conditions, except to the extent Purchaser waives such fulfillment in writing: