Buyer’s Conditions Precedent Clause Samples
The Buyer’s Conditions Precedent clause sets out specific requirements or events that must be satisfied before the buyer is obligated to complete a transaction. These conditions may include obtaining regulatory approvals, securing financing, or ensuring that certain representations and warranties made by the seller remain true up to closing. By clearly outlining these prerequisites, the clause protects the buyer from being forced to proceed with the purchase if key conditions are not met, thereby allocating risk and ensuring that the buyer’s interests are safeguarded prior to finalizing the deal.
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Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, or shall within the Delivery Period (as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Property Information (as defined in Section 2.2 below) to the extent said Property Information actually exists and is in the actual possession of Seller or Seller’s property manager, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Property Information shall expressly exclude (i) those portions of the Property Information that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, (v) any information which is the subject of a confidentiality agreement between Seller and a third party, and (vi) any property condition assessment obtained by Seller prior to the date on which Seller acquired title to the Real Property (the items described in clauses (i), (ii) (iii), (iv), (v) and (vi) being collectively referred to herein as the “Confidential Information”). The “
Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Shares and to consummate the transactions set forth herein is expressly subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part in writing by Buyer:
(a) All representations and warranties of the Stockholders and the Company included in this Agreement and all schedules hereto prepared or provided by the Stockholders and the Company shall be true and correct as of date of this Agreement and as of the Closing Date as if made on and as of such dates.
(b) The Stockholders and the Company shall have performed or satisfied all covenants and obligations required by this Agreement to be performed or satisfied by the Stockholders on or prior to the Closing Date.
(c) All consents and approvals required in connection with the transactions set forth herein shall have been obtained, including, without limitation, the Gaming Approvals.
(d) On or prior to the Closing Date, the Company shall have executed and furnished to Buyer the certificate attached hereto as Exhibit E, dated as of the Closing Date, signed and verified by the president and certified by the secretary of the Company, to the effect that all representations and warranties and any and all schedules and exhibits contained in this Agreement, remain in all material respects true and correct as of the Closing Date, and that the Company has performed and satisfied all covenants and conditions required to be performed by it.
(e) The Company shall have furnished to Buyer the opinion of its counsel, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel, attached hereto as Exhibit F.
(f) No action or proceeding shall have been instituted or threatened prior to or at the Closing Date before any court or other governmental body, or instituted or threatened by any public authority, the result of which could prevent or make illegal the consummation of the transactions contemplated hereunder or which would materially affect the Business, assets, properties or prospects of the Company taken as a whole.
(g) Buyer and IGT shall have entered into a binding agreement with respect to Buyer’s assumption of the Assumed Liabilities.
Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent:
(a) On or before the expiration of the Inspection Period, Buyer shall have inspected and approved, in Buyer’s sole discretion, all aspects and matters relating to the Property, of any nature whatsoever, or waived such approval, in Buyer’s sole and absolute discretion; provided, that notwithstanding anything herein to the contrary, if Buyer fails to deliver to Seller, on or before the expiration of the Inspection Period, written notice of the failure of the condition set forth in Section 6.02 hereof, then such condition shall be deemed to have been satisfied without further notice.
(b) On or before the respective dates provided for herein, Seller shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Seller pursuant to this Agreement.
(c) The Title Insurer shall deliver to Buyer at the Closing at Buyer’s sole expense an endorsement to Owner’s Policy of Title Insurance with respect to the Partnership’s ownership of the Real Property as contemplated under Section 2.01 hereof and in accordance with the Commitment, as it may have been modified as contemplated by this Agreement (the “Title Policy”), with extended coverage (i.e. with General Standard Exceptions 1 through 5 deleted), with respect to (i) taxes (except for taxes which are not yet due and payable which are apportioned hereunder), (ii) mechanic’s liens, (iii) survey issues (which shall be replaced by a “reading” of the Survey and an exception only for “shortages in area”), (iv) leases and parties in possession (which shall be replaced by a reference to “tenants under the leases described on the Rent Roll delivered at the Closing, as tenants only without any right or option to purchase all or any part of the Property”) and (v) items raised after the effective date of the Title Commitment), issued by the Title Insurer at its standard filed rates, as applicable as of the date and time of the issuance of the Title Policy, in the amount of the Purchase Price, containing Buyer’s Endorsements (as hereinafter defined), insuring the Partnership as owner of fee simple title to the Property subject only to the Permitted Exceptions. As used herein, the term “Buyer Endorsements” shall mean such endorsements as Buyer has requested by the end of...
Buyer’s Conditions Precedent. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:
Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Property shall be expressly conditioned upon the fulfillment of each of the following:
(a) The issuance by the Closing Agent on the Closing Date, upon payment of its regularly scheduled premium, of the title insurance policy described in Section 4.2 below (the “Title Policy”);
(b) The delivery and performance by Seller of all documents and closing items required to be delivered or performed by Seller have been delivered and performed by Seller; and
(c) Seller has performed and observed, in all material respects, all covenants and agreements set forth in this Agreement to be performed and observed by Seller as of the Closing Date.
Buyer’s Conditions Precedent. The obligation of the Seller and Parent to consummate the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing of each of the following conditions, except to the extent any such condition (or portion thereof) is waived in writing by Seller:
Buyer’s Conditions Precedent. [Scenario 1:]
(i) Buyer shall complete the setting up and commissioning of the Buyer‟s Facilities;
(ii) Buyer shall have laid down gas pipelines for onward transportation of Gas to be delivered by the Seller at the Delivery Point, and the transportation facilities are fully completed and operational, and capable of taking delivery of Gas at the Delivery Point; and
(iii) Buyer shall have complied with all necessary regulations including but not limited to T4S Regulations for CGD/Natural Gas Pipeline as notified by Petroleum and Natural Gas Regulatory Board (PNGRB) and have obtained necessary authorizations from all relevant Regulatory Bodies; and
(iv) Buyer will provide the Seller(s) with payment security in favour of the Seller(s), in accordance with Clause 13.12 of this Agreement. OR [Scenario 2:]
(i) Buyer shall complete the setting up and commissioning of the Buyer’s Facilities;
(ii) The Buyer shall have entered into requisite GTA for onward transportation of Gas to be delivered by the Seller at the Delivery Point up to [●];
(iii) Buyer shall provide Seller, in writing, the name of the transporter in the Gas transportation arrangement for transportation of Gas to be purchased under this Agreement;
(iv) Buyer shall ensure that the transporter’s facilities are fully completed and operational, and capable of taking delivery of Gas at the Delivery Point; and
(v) Buyer will provide the Seller(s) with payment security in favour of the Seller(s), in accordance with Clause 13.12 of this Agreement.
Buyer’s Conditions Precedent. [ ] § 3.2(a)(i) shall not apply to the Buyer;
otherwise § 3.2(a) (i) shall apply
Buyer’s Conditions Precedent. (a) Unless otherwise specified in Section B of Part I (Individual Terms), the Buyer shall, to the reasonable satisfaction of the Seller:
(i) procure and confirm that it has, in final form and without qualification, any and all approvals, consents, orders, authorisations, permits and Governmental Approvals required to be in the name of the Buyer (subject to the Seller providing reasonable assistance to the Buyer in this matter) for the Buyer to perform its obligations under this Agreement;
(ii) if § 25 (Guarantees and Credit Support) is specified in Section B of Part I (Individual Terms), provide guarantees and credit support in favour of the Seller in accordance with the requirements of § 25 (Guarantees and Credit Support); and
(iii) any other additional conditions precedent as specified in Section B of Part I (Individual Terms), together, the "Buyer Conditions".
(b) On the date on which the Buyer becomes aware that all of the Buyer Conditions have been satisfied, it shall notify the Seller in writing.
Buyer’s Conditions Precedent. Unless otherwise specified in Section B of Part I (Individual Terms), the Buyer shall, to the reasonable satisfaction of the Seller: