Conditions to Obligation of the Purchaser Clause Samples
The 'Conditions to Obligation of the Purchaser' clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete a transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being obligated to close the deal if key conditions are not met, thereby managing risk and ensuring that the purchaser only proceeds when all agreed-upon standards are fulfilled.
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to accept the Second-Tier Assets as set forth in Section 2.01 is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) 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 (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Conditions to Obligation of the Purchaser. The Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, which may waive any such conditions, subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) (i) the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; and (v) there shall have been no Material Adverse Effect.
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to effect the transactions contemplated hereby is further subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of the following conditions:
(a) the representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (without regard to materiality qualifiers contained therein), except (i) to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date and (ii) for those failures to be true and correct that would not, individually or in the aggregate have, or be reasonably likely to (A) have a material adverse effect on (x) the ability of the Sellers to (1) perform its obligations under this Agreement or (2) consummate the transactions contemplated hereby or (y) the attributes of, or material benefits associated with, ownership of the Shares by the Purchaser (including dividend and voting rights) at and following the Closing or (B) result in the Purchaser incurring a material liability;
(b) the Sellers shall have performed in all material respects each of its agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at or prior to the Closing pursuant to the terms hereof;
(c) neither the Sellers nor the Company nor any of their respective affiliates shall have taken any action which (i) has the effect of prohibiting the Purchaser from acquiring all of the Shares or (ii) could reasonably be likely to adversely affect any attributes of, or material benefits associated with, the Purchaser's ownership of the Shares (including dividend and voting rights); provided, however, that in the event of the occurrence of any action with respect to any matter described in clause (ii) above, this condition shall be deemed to have been automatically waived by the Purchaser for the limited purposes of such action if the Purchaser has not terminated this Agreement under Section 7.1(f) on or before the date that is ten (10) Business Days from the date that the Purchaser received written notice from the Sellers of such action;
(d) the Purchaser shall have received a separate certificate signed by an executive officer each of the Sellers, dated the Closing Date, to the effect that the conditions set forth in Sections 6.3(a), 6.3(b), 6.3(c), 6.3(e), 6.3(g), 6.3(h), 6.3(i) and ...
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(i) The Fundamental Company Representations and Warranties shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by an authorized officer of the Company to the foregoing effect.
(b) The Company shall have procured that the Purchaser Director be appointed or elected as a director of the Board at the Closing, and the Purchaser shall have received a duly certified true and complete copy of the register of directors of the Company, evidencing such appointment.
(c) The Purchaser shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.
(d) The Purchaser shall have received an opinion, dated the Closing Date, of Han Kun Law Offices, PRC counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.
(e) The Purchaser shall have received all documents referred to in Section 5.01(b), and the FPI Exemption shall be in effect.
(f) The Company and any other parties thereto shall have duly executed and delivered the Investor Rights Agreement and the Director Indemnity and the Purchaser shall have received such executed counterparts thereof.
(g) The Company shall have duly executed and delivered the Business Cooperation Agreement and the Purchaser shall have received such executed counterparts thereof.
(h) The Repurchase shall consummate, or shall ...
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the Samco Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the CPS Receivables is subject to the satisfaction of the following conditions: