Conditions to Seller’s Obligations Clause Samples
The "Conditions to Seller’s Obligations" clause defines the specific requirements that must be satisfied before the seller is legally required to complete their part of a transaction, such as closing a sale. These conditions may include the buyer obtaining necessary financing, regulatory approvals being granted, or the buyer fulfilling certain pre-closing covenants. By clearly outlining these prerequisites, the clause protects the seller from being obligated to proceed if essential terms are not met, thereby managing risk and ensuring that the transaction only moves forward under agreed-upon circumstances.
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Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated hereby in connection with the Closing are subject to satisfaction or waiver of the following conditions:
(a) the representations and warranties set forth in Article IV shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on the date hereof (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 in all material respects (or true and correct for any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect”) has not resulted in a Material Adverse Effect on Buyer or diminution of the benefits of Seller hereunder;
(b) Buyer and Atlas shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;
(c) no material Decree shall be in effect which (i) prohibits consummation of any of the transactions contemplated by this Agreement, or (ii) would be reasonably expected to result in any of the transactions contemplated by this Agreement being rescinded following consummation thereof;
(d) Buyer or Atlas shall have entered into an employment agreement with Colker with a minimum term of three years and customary terms acceptable to Colker, including confidentiality and non-competition provisions (the “Employment Agreement”);
(e) Buyer and Atlas shall have advised Seller that the gross proceeds from the financing contemplated by Buyer and Atlas exceeded $1,000,000 and that the cash held by Buyer and Atlas, as of the Closing Date, exceeds $800,000 in the aggregate; and
(f) each delivery contemplated by Section 2.5(b) to be delivered to Seller shall have been delivered.
Conditions to Seller’s Obligations. The obligations of Seller under this Agreement to be performed at the Closing shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:
Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.
Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions:
(a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.
(b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.
(c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.
(d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.
(e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.
(f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.
(g) Purchaser and the Escro...
Conditions to Seller’s Obligations. The obligation of Seller to effect the Closing of the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing:
(a) The representations and warranties made by Purchaser in this Agreement and in any certificate delivered by Purchaser pursuant hereto shall be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties.
(b) Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Date.
(c) Except for any pending or threatened suit, action or other Proceedings directly or indirectly initiated by Seller or Purchaser, no suit, action or other Proceedings shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator that could reasonably be expected to (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following the Closing, and no such injunction, judgment, order, decree, ruling or charge shall be in effect.
(d) Seller shall have received the duly endorsed Series A Preferred Certificate and all of the documents and other instruments that are required to be delivered at the Closing by Purchaser pursuant to this Agreement. Any conditions specified in this Section 3.2 may be waived only in a writing executed and delivered by Seller to Purchaser specifying the condition being waived.
Conditions to Seller’s Obligations. Seller’s obligations hereunder are subject to the fulfillment, on or before the Closing Date, of the following conditions (any of which may be waived in writing by Seller):
Conditions to Seller’s Obligations. The obligations of Seller hereunder shall be subject to the satisfaction and fulfillment of each of the following conditions, except as Seller may expressly waive the same in writing:
Conditions to Seller’s Obligations. Seller’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option: