Conditions to Closing. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. 30 8.1 Conditions to the Obligations of Purchaser............................................... 30 8.2 Conditions to the Obligations of Sellers................................................. 31
Conditions to Closing. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
Conditions to Closing. 24 Section 8.01. Buyer’s Conditions Precedent 24 Section 8.02. Seller Parties’ Conditions Precedent 24 Article IX TAX MATTERS 25 Section 9.01. Tax Matters 25 Article X TERMINATION 28 Section 10.01. Termination Prior to Closing 28 Section 10.02. Effect of Termination Prior to Closing 29 Article XI INDEMNIFICATION 29 Section 11.01. Indemnification of Buyer 29 Section 11.02. Indemnification of Seller 30 Section 11.03. Exclusive Remedies 30 Section 11.04. Survival 30 Section 11.05. Certain Limitations 31 Section 11.06. Indemnification Procedures 32 Section 11.07. Tax Treatment of Indemnification Payments 33 Article XII MISCELLANEOUS 33 Section 12.01. Expenses 33 Section 12.02. Notices 33 Section 12.03. Interpretation 34 Section 12.04. Headings 35 Section 12.05. Severability 35 Section 12.06. Entire Agreement 36 Section 12.07. Successors and Assigns 36 Section 12.08. No Third-party Beneficiaries 36 Section 12.09. Amendment and Modification; Waiver 36 Section 12.10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 36 Section 12.11. Specific Performance 37 Section 12.12. Certain Understandings 37 Section 12.13. Counterparts 37 Section 12.14. Non-Recourse 37 Section 12.15. Attorney-Client Privilege 38 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of this 29th day of December, 2022 (the “Effective Date”), by and among Sweet Sixty, LLC, a Florida limited liability company (“Buyer”), Xxxxxx Xxxx Fresh, LLC, a Delaware limited liability company (“Seller”) and Xxxxxx Xxxx Holdings, Inc., a Delaware corporation (“Holdings”, and, together with Seller, the “Seller Parties”)). Each of the foregoing herein referred to as a “Party,” and collectively, the “Parties.”
Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions:
Conditions to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion:
Conditions to Closing. The Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein being true and correct in all material respects as of the date of Closing.
