Additional Conditions Precedent to Closing. In addition to the other conditions enumerated in this Agreement, the following shall be additional Conditions Precedent to Buyer’s obligation to close hereunder:
Additional Conditions Precedent to Closing. In addition to the conditions precedent to Section 3.1 above, the Closing is solely subject to satisfaction of the following conditions precedent on the Closing Date:
(a) Note Documents (other than this Agreement), each duly executed by Issuer and each Guarantor, as applicable;
(b) a completed Perfection Certificate for Issuer and each Guarantor;
(c) the Operating Documents and good standing certificates of Issuer and each Guarantor certified by the Secretary of State (or equivalent agency) of Issuer’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Closing Date;
(d) a certificate of Issuer executed by the Secretary of Issuer and each Guarantor executed by a director of the relevant Guarantor with appropriate insertions and attachments, including with respect to (i) the Operating Documents of Issuer or such Guarantor (which Certificate of Incorporation of Issuer shall be certified by the Secretary of State of the State of Delaware); (ii) the resolutions adopted by the Board of Directors or the board of directors (or the functional equivalent thereof) of such Guarantor for the purpose of approving the transactions contemplated by the Note Documents; (iii) (in the case of each Guarantor) the up-to-date share register of such Guarantor; and (iv) (in the case of each Guarantor) the identification by name and title, and the specimen signatures of, the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party;
(e) Issuer shall have provided the applicable listing of additional shares notification to The NASDAQ Global Select Market and The NASDAQ Global Select Market shall not have made any objection (not subsequently withdrawn) that the consummation of the transactions contemplated by this Agreement would violate NASDAQ listing rules applicable to the Issuer and that if not withdrawn would result in the delisting of the Common Stock;
(f) a duly executed legal opinion of counsel to Issuer dated as of the Closing Date, in form and substance satisfactory to the Purchasers;
(g) a duly executed legal opinion of Australian counsel to Issuer and Guarantors dated as of the Closing Date, in form and substance satisfactory to the Purchasers;
(h) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on th...
Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Contract is contingent upon occurrence of all the following prior to Closing Date (collectively, the “Conditions Precedent to Closing”):
(a) City Council of Seller, as its governing body, approving this Contract on or before Closing.
(b) The results of inspection and testing do not indicate any conditions which are deemed unacceptable to Buyer, in Buyer's sole and absolute discretion. In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Contract, in which event each party will be released from all obligations under this Contract. If the above conditions have not been satisfied, or if the closing has not occurred on or before July 30, 2021, any Party that is not then in breach of this Contract may terminate this Contract by written notice to the other.
Additional Conditions Precedent to Closing. (a) The following conditions precedent for Purchaser's benefit must be satisfied as of the date of Closing, as the same may be extended herein:
Additional Conditions Precedent to Closing. The Closing shall be contingent upon the following:
(a) Satisfactory examination and verification of the adequacy and accuracy of all representations and warranties of the respective parties, including those contained in the financial statements;
(b) Satisfactory verification that neither the transactions contemplated herein nor any other material aspect of the respective companies shall, in the opinion of counsel, be reasonably likely to cause any stop-order, litigation, breach of contract, federal, state or local administrative proceeding, or similar default or defalcation;
(c) Satisfactory evidence that all pre-closing conditions or obligations have been fulfilled or complied with;
(d) Satisfactory evidence that there are no rights of dissent or appraisal in favor of any holder of Egenix Common Stock, Egenix Preferred Stock or Pathogenics Common Stock except as permitted hereby, no preemptive rights with respect to any shares or class of shares, no requirement for fairness hearings, fairness opinions, or similar regulatory processes, and no rights to rescission or injunctive relief, unless the above rights have been waived or released in accordance with applicable law; and
(e) Necessary approvals, if any, of administrative agencies, or state level corporate commissioners have been obtained.
Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Agreement is contingent upon occurrence of all the following prior to Closing Date (collectively, the “Conditions Precedent to Closing”):
(a) City Council of Buyer, as its governing body, approving this Agreement on or before Closing.
(b) The results of inspection and testing do not indicate any conditions which are deemed unacceptable to Buyer, in Xxxxx's sole and absolute discretion.
(c) The sale and purchase contemplated by this Agreement is contingent upon the full completion of the City’s performance under that certain Contract to Buy and Sell Real Estate between the Parties of even date herewith, by the City conveying the following real property to the Company: Assessor Parcel Number Square Feet Bid Amount 536320007 11,200 $4,000.00 536306001 5,300 $2,000.00 In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date that Buyer will (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Agreement, in which event each party will be released from all obligations under this Agreement.
Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Contract is contingent upon occurrence of all of the following prior to Closing Date (collectively, the “Conditions Precedent to Closing”):
(a) City Council of Buyer, as its governing body, approving this Contract on or before Closing.
(b) Funds for the payment of the Purchase Price have been duly appropriated by Xxxxx's governing body in accordance with law and a sufficient unencumbered balance thereof exists sufficient for payment of the Purchase Price stated above.
(c) The results of inspection and testing do not indicate any conditions which are deemed unacceptable to Buyer, in Xxxxx's sole and absolute discretion. In addition, Xxxxxx’s obligation to close on the sale of the Property hereunder shall be conditioned upon the simultaneous closing of the purchase and sale of the Facility pursuant to that certain Contract to Buy and Sell Real Estate for the Facility dated of even date herewith. In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Contract, in which event each party will be released from all obligations under this Contract.
Additional Conditions Precedent to Closing. 2.1 On the Closing Escrow Date, the corporate organizational chart of the Purchased Entities shall be represented by the diagram attached as Schedule 2.1 (the “Post-Closing Organizational Chart”).
2.2 Section 6.1.1 of the Agreement is hereby modified to add the following obligations of Seller:
Additional Conditions Precedent to Closing. The following new subsections are added to Section 8:
Additional Conditions Precedent to Closing a. In addition to all other conditions precedent to BUYER's obligation to consummate the purchase and sale contemplated herein or provided elsewhere in this Agreement, the following shall be additional conditions precedent to BUYER's obligation to consummate the purchase and sale contemplated herein:
i. The physical condition of the Premises shall be in all material respects the same on the date of Closing as on the Effective Date of this Agreement, reasonable wear and tear excepted.
ii. At Closing, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened which after Closing would, materially adversely affect the value of the Premises.
iii. On the day of Closing, the Premises shall be in material compliance with all applicable federal, state and local laws, ordinances, statutes, rules, regulations, codes, requirements, licenses, permits and authorizations.
