Conditions to Obligation to Close Sample Clauses
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Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions:
(a) A ▇▇▇▇ of Sale executed by Seller in the form attached hereto as "Exhibit 8(a)" selling, assigning and transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets;
(b) Seller shall provide releases of all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to any of the Assets and not theretofore released, terminated or satisfied of record;
(c) Seller shall provide written consents of any third parties necessary to permit the valid and effective sale, assignment, transfer and conveyance of the Assets to Buyer;
(d) The opinion of counsel for Seller, dated as of the Closing Date, substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and substance satisfactory to Buyer;
(e) The appropriate assignments necessary to transfer record ownership of all of the intellectual property of Seller, in a form acceptable to Buyer;
(f) Seller shall have delivered to Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and
(g) Seller and Buyer shall have delivered to each other a certificate, signed by an authorized representative and providing that the representations and warranties contained in Sections 7(A) and 7(B), hereof, as applicable, remain true; and
(h) Buyer shall have entered into, and be prepared to close on, an agreement acceptable to it, pursuant to which it will repurchase receivables held by ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ Bank shall release its lien on any, and all, of Seller's assets. Seller shall provide any consent or authorization necessary or reasonable for the completion of such an agreement.
Conditions to Obligation to Close. (a) Conditions to Buyer’s Obligation. Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date;
(ii) Sellers shall have performed and complied with all of the covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing;
(iii) Sellers and Division shall have procured all of the third-party consents specified in §5(b) above;
(iv) 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Buyer to own the Acquired Assets and to operate the former business of Division, or (D) have a Material Adverse Effect;
(v) there shall not have been, or the occurrence of any events which could reasonably be expect to have, a Material Adverse Effect;
(vi) there shall not have been, or the occurrence of any events which could reasonably be expected to have, an adverse change or impact with respect to Sellers or Buyer in connection with the CSS Claim;
(vii) this Agreement and the transactions contemplated hereby and the Amendment shall have been approved and adopted by the stockholders of Parent in accordance with the laws of the State of Delaware (the “Stockholder Approval”);
(viii) Sellers shall h...
Conditions to Obligation to Close. 10.1 Conditions to Each Party's Obligation. The respective obligations of American Spectrum or the Operating Partnership, the Partners or Members and the Merging Entity to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions, which conditions may be waived upon the written consent of American Spectrum or the Operating Partnership and the Partners or Members:
Conditions to Obligation to Close. Section 8.01
Conditions to Obligation to Close. (a) Conditions to Obligation of the Buyer (b) Conditions to Obligation of the Seller
Conditions to Obligation to Close. 13 7.1 Conditions to Obligation of the Purchaser.................... 13 7.2 Conditions to Obligation of the Seller....................... 15
Conditions to Obligation to Close. All proceedings to be taken and all documents to be exchanged and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously unless otherwise provided in this Agreement, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed, and delivered.
Conditions to Obligation to Close. Notwithstanding anything to the contrary contained in this Agreement, neither Transferor nor Transferee shall be obligated to consummate this Agreement if, for any reason, Transferee will not, concurrently with the closing of this transaction, also acquire the following real estate projects: Loma Square, North County Plaza, El Centro Center, Vineyards Marketplace, and ▇▇▇▇▇▇ ▇▇▇▇▇ in Bakersfield ( the "Included Projects")."
Conditions to Obligation to Close. 6.1. Conditions to Obligations of the Buyer 6.2. Conditions to Obligations of the Sellers
Conditions to Obligation to Close. The respective obligations of each of the parties to this Agreement to consummate the transactions which are to be effected at the Closing hereunder shall be subject to the satisfaction or waiver of the following conditions; provided that any waiver by AWT must be approved by a majority of the Special Committee.