Condition Precedent to Parties’ Obligations Sample Clauses

Condition Precedent to Parties’ Obligations. As an express condition precedent to the obligations of the parties under this Agreement, the parties agree that the following conditions must be satisfied by the Closing to the reasonable satisfaction of all of the parties.
Sample 1
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Condition Precedent to Parties’ Obligations. Each Party hereby acknowledges that this Agreement would not be legally possible, and that neither Party would have entered into this Agreement, if the Legislature had not passed and the Governor had not signed Senate Xxxx 235 as described in Recital F above. Each Party further acknowledges that, as adopted, Senate Xxxx 235 will not become law and will not have any legal effect until January 1, 2020, and until Senate Xxxx 235 becomes law, the Parties cannot legally carry out the obligations described in Sections 3 and 4 of this Agreement. In recognition of these facts, each Party hereby agrees that the Parties’ obligations under Sections 3 and 4 of this Agreement shall not be binding on either Party unless and until Section 3 of SB 235, to be codified as Government Code Section 65584.08, becomes law and effectively authorizes the Parties to carry out the annual reporting requirements and obligations set forth in Sections 3 and 4 of this Agreement. If, for any reason, Section 3 of SB 235 does not take effect and become law on January 1, 2020, then either Party may terminate this Agreement by providing the other Party with a Notice of Termination not less than five (5) business days prior to the terminating Party’s intended termination date. The right to terminate this Agreement as set forth in this Section 10 may be exercised by a Party only if Section 3 of SB 235 fails to take effect on January 1, 2020, and this Section 10 does not authorize either Party to unilaterally terminate this Agreement in any other circumstance. Provided that SB 235 takes effect on January 1, 2020, then on January 1, 2020 the City and County shall become unconditionally obligated to comply with the terms and conditions of this Agreement.
Sample 1

Related to Condition Precedent to Parties’ Obligations

  • Conditions Precedent to Each Party’s Obligations The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent:

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

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