Conditions to the Seller’s Obligations Clause Samples
Conditions to the Seller’s Obligations. Each of the obligations of the Seller to be performed hereunder shall be subject to the satisfaction (or waiver by the Seller) at or prior to the Closing Date of each of the following conditions:
Conditions to the Seller’s Obligations. The obligations of the Sellers to affect the Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions:
(a) Each of the representations and warranties made by Purchaser in this Agreement that is qualified by reference to materiality or Purchaser Material Adverse Effect shall be true and correct in all respects, and each of the other representations and warranties made by Purchaser in this Agreement shall by true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time).
(b) Purchaser shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Purchaser at or before the Closing (including, without limitation, delivering to the Sellers the items set forth in Section 2.8).
(c) Since the date of this Agreement, no event, circumstance or change shall have occurred, that individually or in the aggregate with one (1) or more other events, circumstances or changes, have had or reasonably could be expected to have, a Purchaser Material Adverse Effect.
(d) Purchaser shall have delivered to the Sellers a certificate, dated the Closing Date and duly executed by Purchaser’s Chief Executive Officer, in form and substance reasonably satisfactory to the Sellers, to the effect that the conditions set forth in clauses (a) and (b) above have been satisfied.
(e) Purchaser shall have delivered to the Sellers a certificate of the corporate secretary of Purchaser attaching thereto a true, correct and complete copy of resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
(f) Purchaser shall have delivered to the Sellers a certificate of good standing with respect to Purchaser issued by the Secretary of State of the State of Florida as of a date within three (3) Business Days of the Closing Date.
(g) Purchaser shall have deposited cash with HSBC in an aggregate amount equal to 105%, or such lesser percentage agreed to in writing by HSBC, of the face value of the Purchaser Cash Collateralized Letters ...
Conditions to the Seller’s Obligations. At the Closing, the Buyer shall deliver:
(i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby;
(ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where 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 (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded;
(iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and
(iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.
Conditions to the Seller’s Obligations. The obligation of the Sellers to take the actions required to be taken by them at the Closing is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing:
(a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date;
(b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;
(c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;
(d) Each Pre-Closing Consent will have been obtained and be in full force and effect;
(e) No Law or Governmental Order prohibits the Closing; and
(f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii).
Conditions to the Seller’s Obligations. The obligation of the Seller to transfer the Transferred Assets to the Buyer and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions, each of which may be waived by the Seller in its sole discretion:
Conditions to the Seller’s Obligations. The obligation of the Seller to consummate the transactions contemplated by this Agreement at Closing is subject to the fulfillment of each of the following conditions (any or all of which may be waived in writing in whole or in part by the Seller):
Conditions to the Seller’s Obligations. Each and every obligation of the Sellers to consummate the transactions described in this Agreement shall be subject to the fulfillment, or the waiver by the Sellers, on or before the Closing Date, of the following conditions precedent:
Conditions to the Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part:
(a) Each of the representations and warranties of the Purchaser set forth in Article V shall be true and correct in all material respects as of the Closing Date.
(b) There shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated hereby or make such transactions illegal or prohibit, restrict or delay such consummation or performance; and there shall not be in effect any injunction or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby.
Conditions to the Seller’s Obligations. The obligations of the Seller to convey and contribute the Transferred Assets on any Transfer Date occurring on or after the Closing Date shall be subject to the satisfaction of the following conditions (in addition to the procedures required by Section 2.02 hereof):
(a) All representations and warranties of the Issuer contained in this Agreement shall be true and correct with the same effect as though such representations and warranties had been made on such date; and
(b) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Seller, and the Seller shall have received from the Issuer copies of all documents (including without limitation records of corporate proceedings) relevant to the transactions herein contemplated as the Seller may reasonably have requested.
Conditions to the Seller’s Obligations. The obligation of each of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing: