Seller’s Conditions Precedent Sample Clauses
The Seller’s Conditions Precedent clause defines the specific requirements or events that must be satisfied by the buyer or third parties before the seller is obligated to complete the transaction. These conditions may include obtaining regulatory approvals, securing financing, or the buyer fulfilling certain contractual obligations. By clearly outlining these prerequisites, the clause protects the seller from being bound to close the deal until all necessary conditions are met, thereby reducing the seller’s risk and ensuring the transaction proceeds smoothly.
POPULAR SAMPLE Copied 14 times
Seller’s Conditions Precedent. The obligation of Seller to sell the Property hereunder is subject to the satisfaction or waiver of each of the following conditions precedent:
(a) The representations and warranties of Buyer contained in Section 10 shall be true and correct at Closing as if the same were made on and as of that date.
(b) Buyer shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer prior to or at Closing including, but not limited to, the delivery to Escrow Agent of the balance of the Purchase Price which is due at Closing.
(c) There shall not have been filed by or against Buyer at any time prior to the Closing Date any bankruptcy, reorganization or arrangement petition.
(d) The simultaneous closing of each of the transactions subject to the Related Agreements with this transaction on the terms provided for in each respective Related Agreement, it being specifically understood and agreed between Buyer and Seller that this Agreement represents one part of a multi-part transaction related to three (3) properties and that it is the agreement of Buyer and Seller that, unless this condition is waived in writing by Buyer and Seller, this transaction shall not close unless the transactions subject to the Related Agreements close simultaneously with this transaction; provided, however, if the transaction subject to the either or both of the Related Agreements is terminated on account of material damage to the real property subject thereto, the closing of such transaction shall not be a condition precedent to this Closing. If one or more of the conditions set forth above are not satisfied prior to the Closing and are not waived in writing by Seller prior to the Closing then, Seller may terminate this Agreement by notice, in writing, delivered to Buyer and Escrow Agent that Seller elects to terminate this Agreement, upon receipt of which the Escrow Agent shall cancel the Escrow and promptly return all documents to the depositing party, and Seller’s rights and remedies shall be as provided in Section 23 of this Agreement. Provided if Seller elects to close the transaction, with written notice of knowledge that any such condition has not been satisfied or waived, Seller shall be deemed to have waived any such condition.
Seller’s Conditions Precedent. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:
Seller’s Conditions Precedent. Seller’s obligation to sell the Partnership Interests or otherwise to perform any obligation provided in this Agreement shall be conditioned upon the fulfillment of the following conditions precedent:
(a) On or before the respective dates provided for herein, Buyer shall have, in a timely fashion, substantially performed each and every covenant, undertaking and agreement to be performed by Buyer pursuant to this Agreement.
(b) Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, without giving effect to any knowledge-based qualifications and provided that any such representations and warranties that by their express terms are already qualified by materiality shall be true and correct as stated.
(c) The Additional Closings shall be consummated contemporaneously with the consummation of the Closing under this Agreement.
(d) All of the Defeasance Conditions shall have been fulfilled, including provision for the payment of all of the Defeasance Costs which are the sole obligation of Buyer.
(e) The Regulatory Consents shall have been obtained.
Seller’s Conditions Precedent. Except as may be waived in writing by Seller, the obligations of Seller hereunder are subject to fulfillment at or prior to the Closing of each of the following conditions:
Seller’s Conditions Precedent. Seller’s obligations under this Agreement are subject to the following conditions precedent, each of which may be waived by Seller in its sole discretion: [Note to bidders: conditions precedent, if any, to Seller’s obligations under the PPA should be set out here] If these conditions precedent have not been satisfied or waived by Seller on or before [ , 20 ], either Party shall have the right to terminate this Agreement by giving five (5) Business Days’ prior notice of termination to the other Party. Neither Party shall have any liability for such a termination.
Seller’s Conditions Precedent. 5.2.1 The obligations of the Seller under this Agreement are subject to the following conditions precedent (the “Seller’s Conditions Precedent”) being fulfilled to the satisfaction of, or waived in writing by, the Seller:
(a) the representations and warranties on the part of the Purchaser contained in this Agreement shall be true and accurate on and as of the Delivery Date as if made and repeated on and as of the Delivery Date with reference to the facts and circumstances existing as of the Delivery Date;
(b) [Intentionally left blank];
(c) evidence of the issue of each approval, license and consent which may be required in connection with the performance by the Purchaser of all its obligations under the Transaction Documents;
(d) the Transaction Documents shall have been executed and delivered by the parties thereto (other than the Seller);
(e) the insurance certificates and brokers letter of undertaking required by Clause 8.2.3 shall have been delivered to Seller;
(f) the Seller shall have received the Final Payment on the Delivery Date. If any of the Seller’s Conditions Precedent remain outstanding on the Termination Date and are not waived or deferred in writing by the Seller, the Seller shall be entitled at any time thereafter to terminate its obligation to sell the Aircraft to the Purchaser by notice to the Purchaser, whereupon neither party shall have any further obligation or liability hereunder, except the Seller shall retain the Initial Payment as liquidated damages and not as a penalty and refund to the Purchaser any other payments received pursuant to Clause 2.4 of this Agreement.
Seller’s Conditions Precedent. The obligations of Sellers hereunder to execute or deliver the items they are required to deliver pursuant to Section 2.4.1(b) of this Agreement are subject to the fulfillment, to the reasonable satisfaction of Sellers at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Sellers in their sole discretion):
Seller’s Conditions Precedent. (a) Unless otherwise specified in Section B of Part I (Individual Terms), the Seller shall, to the reasonable satisfaction of the Buyer:
(i) procure and confirm that it has, in final form and without qualification, any and all relevant approvals, consents, orders, authorisations, permits and Governmental Approvals relating to the construction, operation and maintenance of the Facility, or as otherwise required to fulfil its obligations under this Agreement;
(ii) procure and confirm that it has all land and access rights necessary to install, operate and maintain the Facility;
(iii) execute with the Network Operator a Connection Agreement providing the Facility with firm export capacity rights onto the local electricity distribution system and national transmission system for an amount of such capacity at least equal to the Capacity of the Facility throughout the Total Supply Period;
(iv) install (or procure the installation of) a Metering Device prior to the commencement of the Commissioning, ensuring that it has received all necessary approvals, consents and Governmental Approvals;
(v) if § 25 is specified in Section B of Part I (Individual Terms), provide guarantees and credit support in favour of the Buyer in accordance with the requirements of § 25 (Guarantees and Credit Support); and
(vi) any other additional conditions precedent as specified in Section B of Part I (Individual Terms), together, the "Seller Conditions".
(b) On the date on which the Seller becomes aware that all of the Seller Conditions have been satisfied, it shall notify the Buyer in writing.
Seller’s Conditions Precedent. The obligation of Seller to sell the Property shall be conditioned upon satisfaction of the following at or prior to Closing, any of which may be waived in writing by Seller in its sole and absolute discretion (the “Seller Conditions Precedent to Closing”):
(i) The representations, warranties and covenants of Purchaser set forth in this Agreement shall be true and correct as of the Closing Date, including, but not limited to, the representations in Paragraph 9 hereof; In the event that any of the foregoing Seller Conditions Precedent to Closing are not satisfied on or prior to the Closing Date, then Seller shall, as its sole remedy, either (a) waive the applicable unsatisfied Purchaser Conditions Precedent to Closing and proceed to Closing on the scheduled Closing Date or (b) immediately terminate this Agreement by written notice to Purchaser, in which case the parties shall be relieved of further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any termination of this Agreement. If Purchaser has breached the Agreement, Purchaser is entitled to the remedy described in Paragraph 7.2 below.
Seller’s Conditions Precedent. The obligations of Seller under this Agreement are contingent upon any one or more of the following, the failure of any of which shall, upon written notice by Seller to Purchaser, render this Agreement null and void except for those obligations which expressly survive termination of this Agreement: