Buyer’s Conditions Sample Clauses
The "Buyer’s Conditions" clause sets out specific requirements or events that must be satisfied before the buyer is obligated to complete a transaction, such as obtaining financing, conducting satisfactory due diligence, or receiving necessary approvals. In practice, this clause allows the buyer to withdraw from the agreement without penalty if these conditions are not met by a certain deadline. Its core function is to protect the buyer from being forced to proceed with a purchase under unfavorable or unforeseen circumstances, thereby allocating risk and ensuring the buyer’s interests are safeguarded.
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Buyer’s Conditions. Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”):
(i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.
(ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any);
(h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:
(a) All representations and warranties of Seller contained in this Agreement are true in all material respects (provided, however, that any such representation or warranty of the Seller contained in Article 6 that is qualified by a materiality standard shall not be further qualified by materiality for purposes of this Subsection 11.2(a)) at and as of the Closing Date in accordance with their terms as if such representations were remade at and as of the Closing Date and Seller has performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Seller or jointly by Buyer or Seller at or prior to the Closing in all material respects and Seller shall deliver a certificate to Buyer confirming the foregoing;
(b) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing; and
(c) The IDR Holders Agreement, substantially in the form attached as Exhibit L to this Agreement, shall have been duly executed and delivered by Seller and be in full force and effect.
Buyer’s Conditions. The obligation of the Buyer to purchase and accept delivery of the Aircraft from the Seller under this Agreement is subject to the condition that, on or prior to Delivery, the Buyer shall have received the documents and evidence specified in part 2 of Schedule 4 in form and substance reasonably satisfactory to the Buyer. The obligation of the Buyer to purchase and accept delivery of the Aircraft from the Seller under this Agreement is subject to the further conditions that, immediately prior to Delivery:
3.2.1 the Aircraft shall be free from any Seller's Liens, it being expressly agreed and acknowledged that title to the Aircraft may transfer prior to release of and subject to the Residual Security provided that (i) the Consent of Pledgee to the Aircraft title transfer duly executed but left undated shall have been delivered to the Seller's Slovenian counsel who shall have confirmed receipt of the same prior to Delivery, (ii) Seller's Slovenian counsel shall release the fully executed Consent of Pledgee to the Buyer's Slovenian counsel upon Delivery (and in any event on the day of Delivery) (ii) all executed documents from the holder of the Residual Security and Seller necessary to release and discharge the Residual Security over the Aircraft shall have been delivered to Seller's Slovenian counsel prior to Delivery and Seller's Slovenian counsel shall have confirmed receipt of the same.
3.2.2 the representations and warranties made by the Seller in clause 2 and by the Seller and the Lessee in the Novation Agreement shall be true and correct as if each were made with respect to the facts and circumstances existing immediately prior to the time when Delivery is to take place and the Buyer shall be satisfied, acting reasonably, with regard to any matters disclosed by the Seller in any Disclosure Letter;
3.2.3 no payment Default in respect of any payment of Rent or Maintenance Reserve Guarantee Amounts or in respect of any payments under the Maintenance Contract (but expressly excluding any Default which may automatically have occurred as a result of (i) any delayed or outstanding payment obligations by the Lessee to a third party including any suppliers, air navigation authorities, airport authorities or any other providers of services to Lessee or (ii) the non-receipt by the Seller of the additional deposit required under clause 5.14 of the Lease) has occurred and is continuing;
3.2.4 the Aircraft shall be in the Delivery Location;
3.2.5 neither the Aircraft...
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:
(a) All representations and warranties of Seller contained in this Agreement shall be true, correct and not misleading in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and satisfied all agreements and covenants in all material respects required by this Agreement to be performed and satisfied by Seller at or prior to the Closing;
(b) No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement, except (i) matters with respect to which Buyer has been adequately indemnified by Seller, or (ii) any suit or proceeding affecting only a portion of the Interests, which portion of the Interests could be treated as a Defective Interest in accordance with Section 7.04(d);
(c) The aggregate sum of Defect Adjustments and Exclusion Adjustments shall not exceed thirty percent (30%) of the Preliminary Purchase Price;
(d) All necessary and material permissions, approvals and consents required which are obtainable prior to Closing shall be in full force and effect; and
(e) The provisions of ARTICLE V.(e) have been satisfied.
Buyer’s Conditions. The buyer’s conditions are for the benefit of the buyer and are:
Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction on or prior to the Closing of the following conditions precedent:
Buyer’s Conditions. The obligations of Buyer at the Closing with respect to each Seller are subject, at the option of Buyer, to the satisfaction or waiver at or prior to Closing of the following conditions precedent:
(i) All representations and warranties of such Seller contained in Section 3.1 or Section 3.2, respectively, shall be true and correct in all material respects on and as of the Closing Date, and such Seller shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by such Seller at or prior to the Closing in all material respects;
(ii) Such Seller stands ready, willing and able to Close with Buyer;
(iii) Each Seller has delivered to Buyer all of the agreements, certificates and other documents required to be delivered to Buyer pursuant to Section 5.3;
(iv) With respect to the Assets taken as a whole, since the Effective Date, there shall not have occurred and be continuing a Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect;
(v) No order has been entered by any court or governmental agency having jurisdiction over such Seller or Buyer or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at the time of Closing;
(vi) Buyer has not given notice of termination pursuant to Section 5.4;
(vii) Buyer shall be satisfied with the results of the Phase One Assessment, as determined in its sole discretion; and
(viii) FPEC shall have conveyed the Excluded Assets set forth on Exhibit A-3 to the Assiniboine and Sioux Tribes of the Fort P▇▇▇ Reservation, or their designee, on or prior to Closing. Notwithstanding anything in this Agreement to the contrary, (i) if Buyer’s conditions set forth in this Section 5.2(c) are satisfied with respect to Samson and not FPEC, Buyer shall be obligated to Close on Samson’s undivided interest in the Joint Assets and the Samson Assets, irrespective of whether Buyer’s conditions set forth in this Section 5.2(c) are satisfied with respect to FPEC, and (ii) notwithstanding the satisfaction of Buyer’s conditions set forth in this Section 5.2(c) with respect to FPEC, Buyer shall not be obligated to Close on FPEC’s undivided interest in the Joint Assets until such time as Buyer’s conditions set forth in this Section 5.2(c) are satisfied w...
Buyer’s Conditions. The obligation of Buyer to acquire the Property pursuant to this Agreement is subject to the satisfaction on or before the Closing Date (or such earlier date as is specifically set forth in this Agreement) of all of the following conditions precedent which conditions are for the benefit of Buyer only and the satisfaction of which may be waived only in writing by Buyer:
Buyer’s Conditions. Buyer shall not be obligated to close hereunder unless each of the following conditions shall exist on the Closing Date:
Buyer’s Conditions. Buyer’s obligations under this Agreement are subject to the fulfillment of the following conditions at or prior to the Closing Date, which conditions are for the benefit of Buyer only and the satisfaction or fulfillment of which may be waived only in writing by Buyer: