Purchaser’s Second Closing Conditions Clause Samples

Purchaser’s Second Closing Conditions. The obligation of the Purchaser to effect the Second Closing is subject to the satisfaction or waiver in writing of the following conditions: (I) the receipt of the Second Common Membership Interests being purchased in the form of a written confirmation by the Seller and the Company; (II) receipt from the Company of written confirmation that the Second Common Membership Interests of the Purchaser as recorded in the LLC Agreement and the Members Agreement shall have been adjusted to give effect to the Second Closing; and (III) the representations and warranties of the Seller and the Company being true in all material respects as of the date of this Agreement and on the Second Closing Date.