Satisfaction of Seller Closing Conditions Sample Clauses

The 'Satisfaction of Seller Closing Conditions' clause defines the requirements that must be met before the seller is obligated to complete the transaction at closing. Typically, this clause outlines specific conditions such as the buyer's performance of covenants, receipt of necessary approvals, and absence of material adverse changes. For example, it may require that all representations made by the buyer remain true up to the closing date. The core function of this clause is to protect the seller by ensuring that all agreed-upon prerequisites are fulfilled before the sale is finalized, thereby reducing the risk of post-closing disputes or unanticipated liabilities.
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Satisfaction of Seller Closing Conditions. In addition to the Mutual Closing Conditions, Seller’s obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Seller Closing Conditions”):
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Satisfaction of Seller Closing Conditions. Seller’s obligation to close the transaction described in this Agreement is subject to the satisfaction at or before Closing of each of the following conditions precedent (the “Seller Closing Conditions”): (a) Purchaser shall have paid to Seller or deposited the Purchase Price with Escrow Agent, and provided Escrow Agent with written direction to disburse the Purchase Price to Seller. (b) All other Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller at Closing. (c) All representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing. (d) The obligations of Purchaser in this Agreement shall have been performed in all material respects.
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Satisfaction of Seller Closing Conditions. In addition to the Mutual Closing Conditions, Seller’s obligation to close the transactions contemplated in this Master Purchase and Sale Agreement, as well as any Individual Purchase and Sale Agreement, is subject to the satisfaction, at or prior to Closing, of the following conditions precedent (the “Seller Closing Condition(s)”): (A) Purchaser shall have paid to Seller or deposited with Escrow Agent, in accordance with the Deposit Escrow Agreement, the Purchase Price for the Property, as adjusted pursuant to Section 3.1 hereof; (B) All Purchaser Closing Deliveries shall have been delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller at Closing; (C) The representations or warranties of Purchaser in this Master Purchase and Sale Agreement (as qualified by any schedules to this Master Purchase and Sale Agreement and any amendments or supplements to such schedules, other than a Post Due Diligence Disclosure) and the Individual Purchase and Sale Agreement shall be true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made), except to the extent any breach of such representations or warranties would not prevent the Parties from consummating the transaction described in such Individual Purchase and Sale Agreement; (D) The covenants and obligations of Purchaser in this Master Purchase and Sale Agreement and the Individual Purchase and Sale Agreement shall have been performed in all material respects; (E) Purchaser shall have delivered to Seller the insurance certificate required under the Beverage Services Agreement; (F) Purchaser shall have obtained Lender Approval with respect to (i) the Properties identified herein and (ii) the Properties identified in the Other Master Purchase and Sale Agreement; (G) Purchaser shall have obtained Franchise Approval with respect to (i) the Properties indentified herein and (ii) the Properties identified in the Other Master Purchase and Sale Agreement; and (H) The Acquisition Threshold shall have been satisfied both herein and in the Other Master Purchase and Sale Agreement.
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Satisfaction of Seller Closing Conditions. Seller Parent’s obligations to close the Transaction are subject to the satisfaction on or prior to the Closing Date of the following conditions precedent (together with the conditions precedent for the benefit of Seller Parent set forth in Section 8.1, collectively, the “Seller Closing Conditions”):
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Satisfaction of Seller Closing Conditions. In addition to the Mutual Closing Conditions, Seller’s obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Seller Closing Conditions”): (i) Receipt of the Purchase Price. Purchaser shall have (A) paid to Seller or deposited with Escrow Agent, together with an unconditional and irrevocable written direction to disburse the same to Seller, the Purchase Price (as adjusted pursuant to Section 3.1), and (B) delivered an unconditional and irrevocable written direction to Escrow Agent to disburse the E▇▇▇▇▇▇ Money to Seller.
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Satisfaction of Seller Closing Conditions. In addition to the Mutual Closing Conditions, Seller’s obligation to close the transactions contemplated in this Agreement, is subject to the satisfaction, at or prior to Closing, of the following conditions precedent (the “Seller Closing Condition(s)”): (a) Buyer shall have paid to Seller or deposited with Escrow Holder the Purchase Price for the Property, as adjusted pursuant to Section 3.1; (b) All Buyer Closing Deliveries shall have been delivered to Seller or deposited with Escrow Holder in the Closing Escrow to be delivered to Seller at Closing; (c) The representations or warranties of Buyer in this Agreement (as qualified by any schedules to this Agreement and any amendments or supplements to such schedules, other than a Post Due Diligence Disclosure) shall be true and correct in all material respects as of the Closing (or as of such other date to which such representation or warranty expressly is made), except to the extent any breach of such representations or warranties would not prevent the Parties from consummating the transaction described in this Agreement; (d) Buyer shall have delivered to Seller the insurance certificate required under the Beverage Services Agreement, if applicable; and (e) The covenants and obligations of Buyer in this Agreement shall have been performed in all material respects.
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Related to Satisfaction of Seller Closing Conditions

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below: