Additional Conditions of Buyer Sample Clauses

Additional Conditions of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements are, unless waived by Buyer, subject to the fulfillment, on or before the Closing, of each of the following additional conditions: (a) Sellers and each other party thereto other than Buyer shall have executed and delivered each of the Ancillary Agreements to which they are a party; (b) All covenants of Sellers under this Agreement and the Ancillary Agreements to be performed prior to the Closing shall have been performed, and the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements shall be true and correct on and as of the Closing in all material respects (except to the extent qualified by materiality in which event such representations and warranties shall be true and correct) with the same effect as though such representations and warranties had been made on and as of such date; (c) Sellers shall have delivered to Buyer the written resignations of all directors and officers of CDG, in each case effective as of the Closing Date; and (d) There shall not have occurred since the date hereof any damage to, or destruction or loss of, KCPL Inventory that constitutes a material adverse change to the KCPL Inventory.
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Additional Conditions of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following additional conditions, unless waived in writing by Buyer:
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Additional Conditions of Buyer. 39 ARTICLE 10. TERMINATION; SURVIVAL....................................................................................40 10.1 Termination by Buyer or CP.....................................................................40 10.2 Survival.......................................................................................40 ARTICLE 11.
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Additional Conditions of Buyer. (a) At no time has the Company entered into any Contract or consented to any Order or settlement that, in Buyer’s sole discretion, could reasonably be expected to effect the Intellectual Property Assets or other assets of the Company, NexGen or Buyer following the Closing. (b) NexGen and the Company shall have entered into the Services, License and Distribution Agreement. (c) The NexGen Members (including the Company) shall have entered into the NexGen Company Agreement and Buyer shall have concluded that NexGen was duly formed and capitalized in accordance with the terms of this Agreement and the NexGen Company Agreement. (d) The Company, the Escrow Agent and the Shareholders Representative shall have entered into the Escrow Agreement, which shall be in full force and effect as of the Closing Date. (e) Each of A. Xxxx Xxxxxx, Xxxxxx Xxxxxxx-Xxxxx and Xxxx X. Xxxxxxxx shall have delivered to Buyer non-competition agreements in the form of Exhibit 8.7(e) (the “Non-competition Agreements”). (f) The Company shall enter into and deliver to Buyer fully executed agreements (the “Employment Agreements”) in the form of Exhibit 8.7(f)(i) between the Company and each of the Company executives set forth on Exhibit 8.7(f)(ii) hereto (the “Executives”). (g) Shareholders holding the requisite majority of the capital stock of the Company shall have approved this Agreement and the Merger and the transactions contemplated thereby. (h) Holders of no more than ten percent (10%) of the capital stock of the Company outstanding immediately prior to the Effective Time shall have exercised or given notice of their intent to exercise appraisal rights or dissenters’ rights in accordance with applicable Legal Requirements. (i) The Company and all Shareholders shall have delivered to Buyer Certificates representing all of the Shares held by the Shareholders, including shares issued upon the exercise of the Options on or prior to the Closing Date in accordance with Section 2.6; provided, however, that to the extent any Shareholder has not made such delivery at the Closing, Buyer may elect to consummate the Merger but shall not make payment to any such Shareholder prior to delivery of such Shareholder’s Certificates representing all of the Shares held by such Shareholder. (j) The Company shall have terminated all Options that were not exercised prior to the Closing. (k) At the Closing, the Company and all Shareholders shall have delivered or caused to be delivered to Buyer all of the a...
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Related to Additional Conditions of Buyer

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Additional Conditions As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require: (i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and (ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares by SKYC and the transfer of the Shares by FDH shall have been received. (b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory Approvals shall be in full force and effect. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon SKYC, its subsidiaries or FDH or any of their subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • SPECIAL CONDITIONS OF CONTRACT The following Special Conditions of Contract (SCC) shall supplement and/or amend the General Conditions of Contract (GCC).Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.

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