Common use of Additional Conditions to Obligations of the Purchaser Clause in Contracts

Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion without notice, liability or obligation to any Person): (i) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). Seller shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing. (ii) DDGG shall have received each of the deliveries required to be made by Seller to DDGG pursuant to Section 4.3. (iii) There shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Viggle Inc.), Asset Purchase Agreement (MGT Capital Investments Inc)

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Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion without notice, liability or obligation to any Person): (i) The representations and warranties of Seller DIGA in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). Seller DIGA shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing. (ii) DDGG MGT shall have received each of the deliveries required to be made by Seller DIGA to DDGG MGT pursuant to Section 4.3. (iii) There shall not have occurred occured a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Angel Corp)

Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion without notice, liability or obligation to any Person): (i) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). Seller shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing. (ii) DDGG RO shall have received each of the deliveries required to be made by Seller to DDGG RO pursuant to Section 4.3. (iii) There shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGT Capital Investments Inc)

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Additional Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Purchaser and may be waived by the Purchaser in writing in its sole discretion without notice, liability or obligation to any Person): (i) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties which address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date). Seller shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing. (ii) DDGG MGT shall have received each of the deliveries required to be made by Seller to DDGG MGT pursuant to Section 4.3. (iii) MGT shall have entered into an agreement with a credit card processing company to provide credit card processing services to the Business commencing on the Closing Date. (iv) There shall not have occurred a Material Adverse Effect with respect to the Purchased Assets since the Agreement Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGT Capital Investments Inc)

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