Conditions to Obligation of the Purchaser Clause Samples
The 'Conditions to Obligation of the Purchaser' clause defines the specific requirements that must be satisfied before the purchaser is legally required to complete a transaction. These conditions may include obtaining regulatory approvals, the accuracy of representations and warranties, or the fulfillment of certain covenants by the seller. By clearly outlining these prerequisites, the clause protects the purchaser from being obligated to close the deal if key conditions are not met, thereby managing risk and ensuring that the purchaser only proceeds when all agreed-upon standards are fulfilled.
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to accept the First-Tier Assets as set forth in Section 2.01 is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Conditions to Obligation of the Purchaser. The Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, which may waive any such conditions, subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) (i) the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; and (v) there shall have been no Material Adverse Effect.
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Transactions is subject to satisfaction of the following conditions at or prior to the Closing:
(i) the Requisite Vote shall have been obtained;
(ii) the representations and warranties of the Seller set forth in §4 shall be true and correct in all respects at and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct at and as of the Closing Date would not constitute a Material Adverse Change; provided, that for purposes of determining whether the foregoing closing condition has been satisfied and the certifications to be made pursuant to §7(a)(xii), the representations and warranties of the Seller in §4 shall be considered without regard to any matter set forth in any Schedule Supplement to the Seller Schedules;
(iii) the Seller shall have performed and complied with, in all material respects, all covenants, agreements, and obligations contained in this Agreement required to be performed or complied with by the Seller through the Closing;
(iv) the Seller shall have delivered to the Purchaser (A) a duly executed counterpart to the Security Agreement; (B) a duly executed counterpart to the Stockholders Agreement; and (C) a duly executed counterpart to each other Transaction Document to which the Seller or its Affiliates are a party;
(v) the Seller shall have delivered to the Purchaser stock certificates representing all of the Company Shares, duly endorsed in blank (or affidavits of lost certificates in lieu thereof) or accompanied by duly executed assignment documents in either case satisfactory in form and substance to the Purchaser;
(vi) the Seller shall have delivered to the Purchaser a fully executed copy of the Contribution Agreement, and such other documents and instruments reasonably requested by the Purchaser evidencing the consummation of the transactions contemplated thereby;
(vii) the Seller, the Company and its Subsidiaries shall have given the notices and received all authorizations, consents, and approvals set forth in §7(a)(vii) of the General Schedules;
(viii) no Proceeding shall be pending before any Governmental Entity of competent jurisdiction seeking a preliminary or permanent injunction with respect to the consummation of the Transactions, and Order...
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the Samco Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(i) The Fundamental Company Representations and Warranties shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by an authorized officer of the Company to the foregoing effect.
(b) The Company shall have procured that the Purchaser Director be appointed or elected as a director of the Board at the Closing, and the Purchaser shall have received a duly certified true and complete copy of the register of directors of the Company, evidencing such appointment.
(c) The Purchaser shall have received an opinion, dated the Closing Date, of Con▇▇▇▇ ▇▇l▇ & Pea▇▇▇▇, ▇ayman Islands counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.
(d) The Purchaser shall have received an opinion, dated the Closing Date, of Han Kun Law Offices, PRC counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.
(e) The Purchaser shall have received all documents referred to in Section 5.01(b), and the FPI Exemption shall be in effect.
(f) The Company and any other parties thereto shall have duly executed and delivered the Investor Rights Agreement and the Director Indemnity and the Purchaser shall have received such executed counterparts thereof.
(g) The Company shall have duly executed and delivered the Business Cooperation Agreement and the Purchaser shall have received such executed counterparts thereof.
(h) The Repurchase shall consummate, or shall h...
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Sellers shall have performed and complied with all of his covenants hereunder in all material respects through the Closing;
(iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents);
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company or (D) affect adversely the right of the Company to own its assets and operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Sellers Representative shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities;
(vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed;
(vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material ad...