Conditions to the Buyer’s Obligations Sample Clauses

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the for...

Conditions to the Buyer’s Obligations. Each of the obligations of the Buyer to be performed hereunder shall be subject to the satisfaction (or the waiver by the Buyer) at or prior to the Closing Date of each of the following conditions:

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.

Conditions to the Buyer’s Obligations. The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

Conditions to the Buyer’s Obligations. The obligation of the Buyer to effect the Closing under this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any and all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Law); provided, however, that the Buyer may not rely on the failure of any condition set forth in this ‎ARTICLE VII to be satisfied if such failure was primarily caused by the Buyer’s breach of, or failure to comply with, any provision of this Agreement: . The representations and warranties made by the Company in ARTICLE III (other than the Fundamental Representations set forth in ARTICLE III) will be true and correct (without giving regard to any qualifications or limitations as to “materiality”, “materially”, “material” or “material adverse effect”, “Business Material Adverse Effect” or “Seller Material Adverse Effect” and words of similar import set forth therein other than the use of “Business Material Adverse Effect” and “Seller Material Adverse Effect” in Section 3.9(b), “in all material respects” in the second sentence of Section 3.4(a)), in all respects as of the date of this Agreement and as though such representations and warranties had been made on and as of the Closing Date 106 (except to the extent such representations and warranties are made as of a specified date, which representations and warranties will be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect; provided, however, that the Fundamental Representations set forth in ARTICLE III will be true and correct in all but de minimis respects as of the date of this Agreement and as though such representations and warranties had been made on and as of the Closing Date (except to the extent such Fundamental Representations are made as of a specified date, which representations and warranties will be true and correct in all but de minimis respects as of such earlier date). . The Company will have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to make deliveries to the Seller pursuant to Section 1.2 and 1.3 hereof and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions each of which may be waived by the Buyer in its sole discretion:

Conditions to the Buyer’s Obligations. The obligations of the Buyer to consummate the transactions contemplated under this Agreement are subject to the fulfillment and satisfaction, prior to or at the time of the Closing, of each of the following conditions precedent, any one or more of which may be waived, in part or in full, by the Buyer in writing.

Conditions to the Buyer’s Obligations. The obligations of the Buyer hereunder to purchase the Acquired Assets and assume the Assumed Liabilities shall be subject to the satisfaction (or waiver by the Buyer) on or prior to the Closing Date of all of following conditions:

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement at Closing is subject to the fulfillment of each of the following conditions (any or all of which may be waived in writing in whole or in part by the Buyer):

Conditions to the Buyer’s Obligations. The obligation of the Buyers to effect the Closing under this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Timken.