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 Second-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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);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. 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 transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions:
(i) the representations and warranties set forth in §3 of this Agreement shall be true and correct in all material respects at and as of the Closing Date and each Funding Date;
(ii) each Seller shall have performed and complied with all of his respective covenants hereunder in all material respects;
(iii) Sellers, the Company and its Subsidiaries shall have procured all of the third party consents specified in §5(b) above unless Purchaser expressly and specifically waives same in writing at Closing;
(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 Company Shares and to control the Company, or (D) affect adversely the right of the Company or any Subsidiary to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) each Seller shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in §7(a)(i)-(iv) is satisfied in all respects;
(vi) the Company and all Subsidiaries shall have received all necessary Permits or authorizations of Governmental Bodies referred to in §5(b) above;
(vii) the Company shall not have outstanding any capital stock or other equity or debt securities, or rights to acquire any such securities, except for the Company Shares;
(viii) those employees of the Company identified on Schedule C shall have entered into the Employment Agreements, on such terms as shall be acceptable to the Purchaser in its discretion;
(ix) the Purchaser shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit F to this Agreement, addressed to the Purchaser and dated as of the Closing Date;
(x) the Purchaser shall have received the written resignations, effective as of the Closing, of each director and officer of the Company and Subsidiaries...
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the CPS Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Acquisition is subject to the satisfaction (or waiver by the Purchaser in its sole discretion) of the following further conditions:
(a) Each of the representations and warranties of the Seller set forth in this Agreement that is qualified by materiality shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date (in each case, without taking into account any Seller Disclosure Schedule Supplement, other than to Section 4.8(a)(i) of the Seller Disclosure Schedule, which may be modified to reflect the transfer of Real Property Assets in accordance with Section 6.1 hereof ), except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and the Purchaser shall have received a certificate signed on behalf of the Seller by an officer of the Seller to such effect.
(b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; and Purchaser shall have received a certificate signed on behalf of the Seller by an officer of the Seller to such effect.
(c) Purchaser shall have received (i) copies of the existing title insurance policies issued by First American on January 27, 2006, insuring good and marketable fee simple title to the ShopKo Real Property and the Pamida Real Property and insuring an aggregate value of $700 million, together with updated commitments issued by First American to provide such additional endorsements to such existing title policies as Purchaser may reasonably request, and (ii) in Purchaser’s discretion, one or more title policies or commitments issued by First American insuring good and marketable leasehold title to the Leased Real Properties, subject only to Permitted Liens.
(d) There shall not have occurred any event, whether by casualty, condemnation or otherwise, that materially and adversely affects the value of the Real Property Assets (after application of any and all insurance proceeds confirmed by insurers to be payable in respect thereof), taken as a whole.
(e) There shall not h...