Additional Closing Conditions. (1) The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Additional Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditions:
(A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period;
(B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and
(C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect.
(2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions:
(A) the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing;
(B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representati...
Additional Closing Conditions a. In addition to the conditions specified in the Agreement, the obligation of the Seller and the Purchaser is subject to the fulfillment of the following additional conditions:
Additional Closing Conditions. As part of the Transactions, SKYC shall issue to its legal counsel, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP at 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, 15,000 shares of its common stock.
Additional Closing Conditions. Seller shall, on or before each proposed Purchase Date, inform Buyer of any material adverse change known to Seller in the business or financial condition of any related Obligor since the date of the related offer or of any other circumstance or event known to Seller that would reasonably be expected to have a material adverse effect on the interest of Buyer in the related proposed Purchased Assets or the collectibility of the related proposed Purchased Leases. Buyer shall not be obligated to purchase such Purchased Assets if (i) any circumstance or event exists or has occurred that would reasonably be expected to have a material adverse effect on the interest of Buyer in such Purchased Assets or the collectibility of such Purchased Leases (including, without limitation, the failure of any such Purchased Lease to be an Eligible Lease as of such Purchase Date) or (ii) Seller has breached in any material respect any obligation under this Agreement or any other Transaction Document. On each Purchase Date, Buyer shall duly acknowledge and deliver to Seller a copy of the related Assignment.
Additional Closing Conditions. Buyer’s obligation to purchase the Property shall also be subject to the following conditions that must be satisfied as of the Closing Date:
(i) Prior to Closing, all Contracts (as defined below), if any, with respect to the Property shall be terminated in writing.
(ii) All representations and warranties of Seller contained herein shall be true, accurate and complete at the time of the Closing as if made again at such time;
(iii) Seller shall have performed all obligations to be performed by it hereunder on or before the Closing Date (or, if earlier, on or before the date set forth in this Agreement for such performance);
(iv) At Closing, title to the Port Property shall be in the condition required by Paragraph 5 of this Agreement and Escrow Agent shall deliver the Title Policy to Buyer. If the conditions set forth in this Paragraph 6 are not satisfied as of Closing and Buyer does not waive the same, Buyer may terminate this Agreement, and thereafter neither Buyer nor Seller shall have any further liability to the other under this Agreement.
Additional Closing Conditions. It shall be a condition to the obligations of the several Underwriters to purchase and pay for the Offered Securities that the opinion of counsel referred to in Section 5(d) of the Underwriting Agreement shall include an opinion substantially to the effect of the immediately preceding paragraph. OTHER MATTERS ------------- Closing:
Additional Closing Conditions a. The maximum number of permitted investors in the Mortgage Loans at any one time shall be four.
b. In addition to the foregoing and to the conditions specified in the Agreement, the obligation of each of the Sellers and the Purchaser is subject to the fulfillment, on or prior to the relevant Closing Date, of the following additional conditions: No more than one percent (1%) of the Aggregate Principal Balance of the Mortgage Loans shall be subject to lost note affidavits.
Additional Closing Conditions. As an additional condition to any advance of new funds to Borrower on or after the date of this Agreement to be evidenced by the Replacement Term Note: (i) Borrower must provide to Bank evidence that it has contributed from working capital the amount of not less than 40% of the cost of any capital expenditure project financed with such advance; and (ii) Borrower must provide a copy of its most current capital expenditure tracking report submitted to the Pennsylvania Public Utility Commission with any request for advance.
Additional Closing Conditions. Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):
Additional Closing Conditions. The closing of the transactions contemplated by this Agreement is subject to the following additional conditions.
(a) The Seller's obligations are conditioned upon the representations and warranties of the Purchaser contained in Article 5 hereof being true, correct and complete in all material respects as of the date hereof, and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the closing.
(b) The Purchaser's obligations are conditioned upon the representations and warranties of the Seller contained in Article 4 hereof being true, correct and complete in all material respects as of the date hereof, and the Seller shall have performed, satisfied and complied in all material respects with the covenants and conditions required hereby to be performed, satisfied or complied with by it at or before the closing.
