CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Clause Samples

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to sell the Property is subject to satisfaction, on or before the Closing Date of the following conditions, any of which may be waived in writing by Seller, in Seller’s sole and absolute subjective discretion:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. All obligations of Seller under this Agreement are subject, at Seller’s option, to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) each and every representation and warranty of Buyer and Parent, with regard to the Parent Restricted Stock, under this Agreement shall be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) as of the date when made and shall be deemed to be made again at and as of the Closing Date and shall then be true and accurate in all material respects (and in all respects, in the case of representations and warranties qualified by materiality); (b) Buyer and Parent, with regard to the Parent Restricted Stock, shall have performed and complied in all material respects with each and every covenant, agreement, and condition required by this Agreement to be performed or complied with, executed and delivered all documents required to be delivered, and otherwise taken all actions required to be taken, in each case by Buyer or Parent on or prior to the Closing Date; (c) no suit, action, or other proceeding shall be pending or threatened before any court or arbitration tribunal or any Governmental Authority seeking to enjoin, restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated in this Agreement; (d) Buyer and Parent shall have received all consents, authorizations, waivers, and approvals required to be obtained prior to the Closing by any court or Governmental Authority under any applicable Law concerning the transactions contemplated herein; (e) Buyer and Parent shall have delivered to Seller a certificate, dated and effective as of the Closing Date, executed by the president or an authorized vice president of Buyer and Parent, certifying to Seller that on the Closing Date, the representations and warranties of Buyer and Parent contained in this Agreement are true and correct in all material respects (and in all respects, in the case of representations and warranties qualified by materiality) and all covenants of Buyer and Parent contained herein have been performed in all material respects provided that Parent’s certificate shall only relate to the Parent Restricted Stock;

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligations of Sellers under this Agreement with respect to the purchase and sale of the Purchased Assets shall be subject to the fulfillment on or prior to the Closing of each of the following conditions, any of which may be waived in writing by Sellers (provided that if any condition shall not have been satisfied due to the actions or inaction of Sellers or their Affiliates that constitutes a breach of this Agreement, such condition shall be deemed to have been satisfied or waived by Sellers):

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell the Shares and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction as of the Closing Date of each of the following conditions (each of which may be waived by Seller, in whole or in part): (a) the representations and warranties of Purchaser contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made on the Closing Date; and (b) Purchaser shall have performed all of the covenants and obligations that Purchaser is required to perform or to comply with at or prior to the Closing pursuant to this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of the Seller to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions on or prior to the Closing Date: (a) The representations and warranties of the Buyer set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (b) The Buyer shall have performed and complied with all of its respective covenants hereunder in all material respects through the Closing Date; (c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (d) No material adverse change shall have taken place with respect to the Buyer, and no event shall have occurred that results in a Material Adverse Effect; (e) Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 5.2(a) - (d) has been complied with in all respects; and (f) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to close the purchase and sale of the Acquired Assets as contemplated in this Agreement is conditioned upon the occurrence or waiver by Seller of the following: (a) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer shall be true and correct on and as of the Closing date with the same force and effect as if made on and as of that date. (b) Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing Date.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Each and every obligation of Seller to be performed on the First Closing Date or the Second Closing Date shall be subject to the satisfaction on or prior thereto of each of the following conditions:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligation to consummate the transaction contemplated hereunder is subject to the satisfaction or waiver of the conditions set forth below before the dates specified below. Escrow Agent shall proceed as though all conditions have been satisfied or waived unless Escrow Agent receives a written notice from Seller terminating this Agreement and stating that any one or more of the conditions for the benefit of Seller is not satisfied before the dates specified below. The following conditions are for the benefit of Seller and can only be waived by Seller: (a) Buyer has timely delivered into Escrow the Closing funds; (b) Buyer has timely delivered into Escrow the Buyer's items described in Paragraph 8 above; and (c) Buyer's representations and warranties are true and correct as of the Close of Escrow. (d) Buyer has timely delivered into Escrow the fully executed Guaranty in the form attached hereto as Exhibit "L". If any of the above conditions are not satisfied at or prior to the date called for in this Agreement, for a reason other than a default by Seller under this Agreement, Seller may terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon, Escrow shall be cancelled, Escrow Agent shall release to Seller all funds deposited by Buyer into Escrow which remain in Escrow as of the date Escrow Agent receives Seller's written notice of termination, and any and all documents deposited into Escrow shall be returned to the party entitled thereto, and the parties shall have no further rights or obligations hereunder.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller and First Financial) of each of the following conditions and at or prior to Closing; (a) The representations and warranties of Purchaser contained herein shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; (b) Purchaser shall have performed in all material respects all of its covenants and agreements contained herein which require performance at or prior to Closing; (c) No action or proceeding shall have been instituted by any Governmental Authority pertaining to the transactions contemplated by this Agreement; (d) All required regulatory approvals, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any non-standard condition upon Seller or First Financial and all applicable waiting periods shall have expired; (e) Purchaser shall have executed and delivered the Ancillary Agreements to which it is a party. (f) Purchaser shall have delivered to Seller a certificate executed by the Chief Executive Officer of Purchaser certifying that the conditions set forth in Sections 7.1(a) and (b) have been satisfied.