Conditions to Obligations of Buyer Sample Clauses
The "Conditions to Obligations of Buyer" clause defines the specific requirements that must be satisfied before the buyer is legally required to complete their obligations under an agreement, such as closing a transaction. These conditions may include the seller fulfilling certain representations and warranties, obtaining necessary regulatory approvals, or ensuring that no material adverse changes have occurred. By clearly outlining these prerequisites, the clause protects the buyer from being compelled to proceed if key conditions are unmet, thereby allocating risk and ensuring that both parties are aligned on the standards that must be achieved before finalizing the deal.
Conditions to Obligations of Buyer. The obligations of Buyer to effect the Transaction are subject to the satisfaction or waiver by Buyer at or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of Seller contained in Section 4.01, Section 4.02, and Section 4.13, the representations and warranties of Seller contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Execution Date and on and as of the Closing Date with the same effect as though made at and as of such date. The representations and warranties of Seller contained in Section 4.01, Section 4.02, and Section 4.13 shall be true and correct in all respects on and as of the Execution Date and on and as of the Closing Date with the same effect as though made at and as of such date.
(b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.
(e) From the Execution Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
(f) Seller shall have delivered to Buyer duly executed counterparts to the Ancillary Documents and such oth...
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated under this Agreement are subject to the satisfaction of each of the following conditions:
(i) On the Closing Date, Seller shall have delivered to Buyer resolutions of Seller authorizing (A) the sale of the Assets, (B) the assignment of the Assumed Contracts, and (C) the execution and delivery of this Agreement and each of the Acquisition Agreements to which it is a party, certified by the Secretary of Seller; and
(ii) Seller shall have delivered to Buyer a good standing certificate, with respect to Seller, from the State of New Jersey;
b. Seller, or Seller's Principals, as the case may be, shall have executed and delivered to Buyer the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Seller's Lease and the Non-Competition Agreement, each in the form of the appropriate exhibit attached hereto, and the Undertaking Agreement and any and all other documents necessary or appropriate to complete the transactions contemplated by this Agreement;
c. Landlord and Buyer shall have executed the Lease Modification and Consent, in form and substance acceptable to Buyer, and the Lease Modification and Consent shall be valid and enforceable;
(i) (A) Each of the provisions of this Article 8 (conditions to closing) of this Agreement and (B) each of the provisions of Article 8 (conditions to closing) of each of the other Lifestyle Acquisition Agreements, shall be fully and completely satisfied, (ii) TSI's Affiliates and the other Lifestyle Sellers shall have completed the transactions contemplated by the other Lifestyle Acquisition Agreements with respect to the Lifestyle Clubs on the Closing Date, and (iii) the West ▇▇▇▇▇▇▇▇ Lease shall have been validly assigned to an affiliate of Buyer;
Conditions to Obligations of Buyer. The obligations of Buyer to effect the Closing shall be subject to the following conditions except to the extent waived in writing by Buyer:
Conditions to Obligations of Buyer. The obligations of Buyer under this Agreement with respect to the Closing are subject to the satisfaction at or prior to the Closing of the following conditions, any and all of which may be waived by Buyer in its sole discretion:
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):
Conditions to Obligations of Buyer. All obligations of Buyer under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:
(i) The representations and warranties of Seller contained in this Agreement shall have been true on the date hereof in all material respects, and shall be true in all material respects as of the Closing as if made at the Closing.
(ii) Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by or prior to or at the Closing.
(iii) As of the Closing, no suit, action or other proceeding, or any injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened.
(iv) Each consent or approval listed on Schedule 7(a)(iv) as required or necessary under contract or applicable law for the consummation of the transactions contemplated hereby shall have been obtained; provided, however, those certain consents or approvals identified on such Schedule 7(a)(iv) as being subject to deferral need not have been obtained on or before the Closing to the extent that Seller shall have made appropriate arrangements to secure to Buyer the practical and economic benefits of the agreements or other arrangements to which such consents or approvals relate.
(v) The documents to be delivered by Seller at Closing pursuant to Section 4(a) shall have been executed and delivered.
(vi) Buyer shall have received a certificate from Seller, dated the Closing Date and certifying in such detail as Buyer may reasonably request, that the conditions specified in Sections 7(a)(i), 7(a)(ii) and 7(a)(iv) hereof have been fulfilled.
Conditions to Obligations of Buyer. All obligations of Buyer at the Closing are subject at Buyer's option to the fulfillment prior to or at the Closing Date of each of the following conditions:
Conditions to Obligations of Buyer. The obligations of Buyer to cause any Closing to occur are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:
(a) (i) Each of the Fundamental Seller Representations (to the extent they relate to the transactions being consummated at such Closing) shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the applicable Closing Date as if made on such Closing Date (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date) and (ii) each of the other representations and warranties of Seller contained in Articles III and IV of this Agreement (to the extent they relate to the transactions being consummated at such Closing), without giving effect to materiality, Material Adverse Effect or other similar qualifications, shall be true and correct at and as of the date of this Agreement and at and as of the applicable Closing Date as if made at and as of such Closing Date (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
(b) Seller shall have performed and complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by Seller on or before such Closing Date; and
(c) Seller shall have delivered to Buyer or the Deposit Escrow Agent, as applicable, the items and documents set forth in Section 2.6(a) which are required to be delivered by Seller at such Closing.
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transaction 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: