Purchaser’s Closing Conditions Clause Samples
The Purchaser’s Closing Conditions clause defines the specific requirements that must be satisfied before the buyer is obligated to complete the transaction at closing. These conditions typically include the seller fulfilling all representations and warranties, obtaining necessary approvals, and delivering required documents. For example, the purchaser may require that no material adverse changes have occurred or that certain third-party consents are obtained. The core function of this clause is to protect the purchaser by ensuring that all agreed-upon prerequisites are met before finalizing the deal, thereby reducing the risk of unforeseen issues arising after closing.
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Purchaser’s Closing Conditions. The Purchaser shall not be obligated to consummate the transactions contemplated by this Agreement unless:
(a) All of the Seller’s representations and warranties of set forth in this Agreement are true and correct, in all material respects, as of the Closing Date, or the Purchaser specifically and expressly waives each untrue representation and warranty in writing;
(b) Seller delivers to the Purchaser:
(i) a closing certificate, dated the Closing Date, executed by an officer of the Seller, certifying the satisfaction of the conditions specified in Section 8.2;
(ii) a certified copy of the Seller’s Articles of Organization, and a Certificate of Good Standing, each issued by the Secretary of State of the Seller’s jurisdiction of formation;
(iii) a certificate duly executed by the Secretary of the Seller, dated as of the Closing Date, and certifying (A) the resolutions as adopted by the Seller’s managers, in a form reasonably acceptable to the Purchaser, approving this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (B) the Seller Member Consent executed by a sufficient number of Seller Members to approve the consummation of the transactions contemplated by this Agreement; (C) the Seller’s Organizational Documents, each as in effect at the Closing; and (D) the incumbency of each manager of the Seller signing this Agreement and any other agreement or instrument contemplated hereby to which the Seller is a party;
(iv) a title opinion from counsel satisfactory to Purchaser, affirming Seller’s pre-Closing title to the Acquired Assets, or, at Purchaser’s election, chain of title documentation with respect to the Acquired Assets that Purchaser, in its sole discretion deems sufficient to, establish Seller’s title to the Acquired Assets; and
(v) all documents Purchaser reasonably deems necessary to effect a transfer of the Acquired Assets; and
(c) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Purchaser.
Purchaser’s Closing Conditions. The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):
Purchaser’s Closing Conditions. Each Purchaser's obligation to purchase the Purchased Securities pursuant to Section 2.1 is subject to compliance by the Company with its agreements herein contained, and to the satisfaction, on or prior to the Closing Date of the following conditions:
Purchaser’s Closing Conditions. The obligation of Purchaser to proceed with the Closing contemplated hereby is subject, at the option of Purchaser, to the satisfaction on or prior to the Closing Date of all of the following conditions:
Purchaser’s Closing Conditions. The obligations of each such Purchaser to purchase a Note at the applicable Closing are subject to the fulfilment, on or before such Closing, of each of the following conditions, unless otherwise waived:
Purchaser’s Closing Conditions. The obligation of each Purchaser to purchase the Shares on the Closing Date shall be subject, in the absence of a written waiver by or on behalf of such Purchaser, to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:
Purchaser’s Closing Conditions. PURCHASER’s obligation to purchase the Property shall be to the satisfaction or written waiver by PURCHASER of the following conditions: (i) SELLER shall have complied with all obligations under this Agreement; (ii) there shall be no restrictions imposed by any applicable governmental authority on the purchase of the Property by PURCHASER; (iii) there shall be no pending or threatened litigation or proceeding against SELLER, PURCHASER or the Property that in any way affects or seeks to restrain or impose conditions on the sale of the Property to PURCHASER or on PURCHASER’s planned development of the Property; (iv) SELLER’s representations and warranties provided in Section 8 are true, correct and complete as if made as of the date of the Closing; (v) there shall be no pending or threatened expropriation proceeding affecting all or any portion of the Property; (vi) the Property shall be free from chemicals, pollutants, contaminants, toxic or hazardous wastes, or any other substances, the use, sale, listing, generation, treatment, storage, transport, disposal, release, removal or other management of which is restricted, prohibited, regulated or penalized by any Environmental Law; (vii) there shall have been no material change to the condition of the Property or the zoning of the Property since the Effective Date; and
Purchaser’s Closing Conditions. The obligation of Purchaser to complete the transactions contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at the Closing) (the "Purchaser's Closing Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Purchaser only in a writing executed by Purchaser (provided, however, that Purchaser's acceptance of the Interests Transfer from Seller shall be deemed to be a waiver of any unsatisfied conditions regardless of whether Purchaser executes a separate written instrument to that effect at the Closing):
Purchaser’s Closing Conditions. Purchaser’s obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions, except as Purchaser may waive in writing.
Purchaser’s Closing Conditions. The obligation of the Purchaser to purchase and pay for the Purchased Securities to be purchased by the Purchaser on the Closing Date, as provided in Section 2 hereof, shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions, except as otherwise waived by the Purchaser in writing: