Purchaser’s Conditions Sample Clauses
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Purchaser’s Conditions. It shall be a condition precedent to Purchaser’s obligation to close each Takedown, that the following conditions (“Purchaser’s Conditions Precedent”) have been satisfied:
(i) Final Approval of the Entitlements for the applicable Takedown by the County and all other applicable Authorities and recordation in the County Records of the Final Plat for the Lots to be acquired at such Takedown and such other Entitlements, as may be required by the County, on or before the applicable Closing Date, as the same may be extended.
(ii) Seller shall have satisfied, or both parties are reasonably certain that Seller will be able to satisfy, the Interchange Condition, such that Purchaser shall not be prevented from obtaining building permits for such Lots no later than the applicable Substantial Completion Deadline (as set forth in the Lot Development Agreement) and will not be prevented from obtaining certificates of occupancy for such Houses solely as a result of Seller’s failure to timely satisfy the Interchange Condition.
(iii) Seller’s representations and warranties set forth herein shall be materially true and correct as of the applicable Closing.
(iv) Rangeview will have delivered to Purchaser, in accordance with the Tap Purchase Agreement, reasonable evidence that the Lots have water and sewer tap commitments sufficient for Purchaser’s intended build-out of the Lots, subject to the payment of tap fees as set forth in the Tap Purchase Agreement.
(v) No state, County, city, public school district, or other Authority shall have declared or implemented any moratorium or other limitation on: (a) the issuance permits for the construction of infrastructure to serve the Lots, building permits for the construction of houses or certificates of occupancy for those houses; (b) the purchase of sewer and/or water taps; or (c) the processing of any engineering, architecture or other plans or documents necessary for the construction of houses or infrastructure improvements to serve such houses.
(vi) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, su...
Purchaser’s Conditions. The obligation of the Purchaser to complete the Transaction will be subject to the satisfaction of, or compliance with, at or before the Closing Date, of the conditions precedent set forth below. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of the Purchaser and may be waived by the Purchaser in its discretion:
(a) the Purchaser will have reviewed and approved of all materials in the possession and control of the Target and the Target Shareholders which are germane to the Purchaser’s decision to proceed with the Transaction;
(b) the Purchaser and its solicitors will be reasonably satisfied that the due diligence, analysis and other customary examinations that they have performed regarding the financial position and the business of the Target are consistent, in all material respects, with the representations and warranties of the Target and the Target Shareholders set forth in this Agreement;
(c) the Purchaser and its accountants shall have received, and had a reasonable opportunity to review, a copy of the Target Financial Statements from the Target and will be reasonably satisfied with the content of the Target Financial Statements;
(d) the Target will have provided the Purchaser with a legal opinion of its counsel, in a form reasonably satisfactory to the Purchaser’s Solicitors;
(e) the title report with respect to the Property, is in form and substance satisfactory to the Purchaser, in its sole discretion;
(f) the Technical Report will have been completed and delivered to the Purchaser, in form and substance satisfactory to the Purchaser and its solicitors;
(g) all consents, renunciations, authorizations or approvals of third parties, which, in the Purchaser’s reasonable opinion must be obtained prior to the Closing in order to give effect to the purchase of the Target Shares and the other transactions contemplated herein, must be obtained to the Purchaser’s satisfaction or in accordance with the relevant agreements, covenants or applicable law;
(h) the Target will have obtained the consent of any parties from whom consent to the Transaction is required;
(i) the Target and the Target Shareholders will have performed and complied with all obligations, covenants and agreements of the Target and the Target Shareholders set out in this Agreement and the representations and warranties of the Target and each of the Target Shareholders set forth in this Agreement will...
Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor's interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser:
(a) the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing;
(b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;
(c) at or prior to Closing, Vendor shall deliver to Purchaser any releases and registrable discharges (requested by Purchaser a reasonable time prior to the Closing Time) in a form satisfactory to Purchaser, of any adverse liens and encumbrances that are not Permitted Encumbrances and relate to security held by a Third Party against the Assets or any part or portion thereof;
(d) there shall have been no damage to or alteration of any of the Assets between the Effective Date and the Closing Time, which in Purchaser's reasonable opinion would materially adversely affect the value of the Assets, except and to the extent approved in writing by Purchaser, provided that a decline of reserves by production of Petroleum Substances in the ordinary course or a change in price at which the Leased Substances may be sold between the date hereof and the Closing Time shall not be regarded as a material damage to or alteration of the Assets;
(e) Purchaser's rights to terminate this Agreement pursuant to Article 11 hereof;
(f) Purchaser shall have received the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as set out in this Agreement, on or before June 30, 2002. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Time, Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor and upon doing so, Vendor shall forthwith return the Deposit plus any accrued interest to Purchaser.
Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):
(i) Inergy shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Inergy on or prior to the Closing Date;
(ii) The representations and warranties of Inergy contained in this Agreement that are qualified by materiality or Inergy Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);
(iii) Since the date of this Agreement, no Inergy Material Adverse Effect shall have occurred and be continuing;
(iv) Inergy shall have delivered, or caused to be delivered, to Purchaser at the Closing, Inergy’s closing deliveries described in Section 2.05;
Purchaser’s Conditions. 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date.
2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion.
2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion.
2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16.
2.5 The Novations set forth in paragraph (A) (1), (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17.
2.6 The Brazil JV Interest Purchase Agreements having completed in accordance with their terms.
2.7 The Seller, the Purchaser and the Escrow Agent shall have entered into the CEV Escrow Agreement in accordance with Clause 3.7. *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
2.8 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole.
2.9 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts.
Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser:
(a) Seller shall have delivered all of the documents and other items described in Section 5.02.
(b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.
Purchaser’s Conditions. The obligation of Purchaser to consummate the transactions contemplated under this Agreement is subject to the satisfaction, prior to or at the Closing, of the following conditions (any of which may be waived by Purchaser, in whole or in part):
Purchaser’s Conditions. The obligations of Purchaser at the Closing are subject to the satisfaction at or before the Closing of the following conditions precedent (each of which may be waived by Purchaser, in the sole discretion of Purchaser):
Purchaser’s Conditions. The Purchaser shall not be obliged to complete the purchase and sale of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the following conditions have been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time; and each of the Vendors hereby, jointly and severally, covenant and agree with the Purchaser to take all such actions, steps and proceedings as are reasonably within their control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Time:
Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Shares pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.