CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE Sample Clauses

CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Each Buyer’s obligation to purchase the Shares and to take the other actions required to be taken by each Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by each Buyer, in whole or in part):
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CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Buyer hereunder are, at the option of the Buyer, subject to the compliance with, or the satisfaction or fulfillment of, each of the following conditions precedent, at or prior to the Closing: (i) Seller shall have performed and complied with all agreements, obligations and covenants required by this Agreement, and all of their respective representations and warranties shall be true and correct; (ii) Seller shall own and be able to transfer the Assets (other than the Real Property) free and clear of all Encumbrances except the Permitted Encumbrances, and Seller shall own and be able to transfer the Real Property free and clear of all Encumbrances except the Real Property Permitted Encumbrances; (iii) the Real Property and the other property and assets comprising the Assets shall remain in substantially the same condition as on the date hereof and there shall have been no material adverse change in the businesses or assets to be purchased hereunder; (iv) all Governmental Approvals necessary to consummate the transactions contemplated hereby have been obtained, and Xxxx County, North Carolina (and any city or municipality in which the Real Property is located, if any) shall have issued such approvals as are required to permit Aganol Biorefineries, LLC to produce ethanol at the Real Property upon Closing; (v) consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited by any Applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority, and no proceeding with respect to the application of any such Applicable Law to such effect shall be pending; (vi) Buyer shall have received the Environmental Assessment in a form satisfactory to Buyer (see Item 17(c) below); and (vii) with respect to all contracts and agreements which Buyer is acquiring hereunder from a Seller, Buyer has agreed in writing to assume, and whose terms require consent for assignment and/or assumption, Seller shall have obtained from all other parties to such agreements written consents to the such assignment to and/or assumption by Buyer and delivered same to Buyer, and, with respect to each such agreement and at Buyer's option, Seller shall have delivered to Buyer after Buyer's request an estoppel certificate executed by the other party to the agreement which provides that no default, or basis for...
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The obligation of the Buyer to consummate the purchase of Assets under this Agreement is, at its option, subject to satisfaction, at or prior to the Closing Date, of each of the following conditions:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The obligation of the Buyer to purchase and pay for the asseTrade Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Xxxxx's obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part):
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. 3.1.1. The obligation of the Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or before the Closing Date, in absence of which Conditions Precedent the Buyer will be entitled to (a) terminate this Agreement, in accordance with the provisions set forth in Section 10.2.1 (without any negative consequence to the Buyer) or (b) waive those outstanding Conditions Precedent in full or in part (if such waiver is permitted under the applicable Laws):
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CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The Buyer’s obligation to purchase the Real Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by the Buyer in the Buyer’s sole and absolute discretion.

Related to CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser’s obligation to purchase the Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • Conditions Precedent to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to satisfaction or waiver by Buyer of each of the following conditions or requirements on or before the Closing Date:

  • Conditions to Buyer’s Obligation to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date shall be subject to the satisfaction of each of the conditions set forth in this SECTION 9, unless waived by Buyer:

  • 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:

  • Conditions Precedent to the Seller’s Obligations The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

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