Conditions to Buyer’s Obligations Clause Samples

Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:

Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing, any one or more of which may be waived by Buyer: (a) The representations and warranties set forth in Article III and Article V which are not Specified Representations shall be true and correct at and as of the Closing as though then made (other than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates), except where the failure of such representations and warranties to be so true and correct (disregarding, for this purpose, any Material Adverse Effect qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Material Adverse Effect, and the Specified Representations set forth in Article III and Article V that are not qualified as to materiality or words of similar import shall be true and correct in all material respects at and as of the Closing as though then made and such Specified Representations that are qualified as to materiality or words of similar import shall be true and correct in all respects at and as of the Closing as though then made; (b) The Sellers and the Company shall have each performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (c) The applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or have been terminated; (d) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any material part of the transactions contemplated hereby, declare void or unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and there shall not have been commenced any Proceeding brought by any Governmental Entity involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement; (e) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect; (f) Each Contract listed on the Terminated Contracts Schedule will have expired or been terminated without any payment being made, or liability or obligation incurred (other than with respect to the provisions of such Contracts that survive th...

Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction of each of the following conditions:

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, pay...

Conditions to Buyer’s Obligations. The obligations of BUYER to consummate the Acquisition are subject to the satisfaction, or the waiver in writing by BUYER to the extent permitted by applicable law, of the following conditions at or prior to the Closing:

Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein; (ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances; (iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date; (v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and (vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions provided for herein are subject, at the option of Buyer, to the fulfillment on or prior to the Closing Date of each of the following conditions:

Conditions to Buyer’s Obligations. Buyer’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which may be waived by Buyer: