Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions:
(A) All representations and warranties of Founders contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date, Shareholders shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement, and Buyer shall have received a certificate of the Founders dated the Closing Date to such effect.
(B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have received a certificate of the Shareholders dated the Closing Date to such effect.
(C) Founders shall have delivered to Buyer a Certificate of the Secretary of State (or other authorized officer) of the Company's jurisdiction of incorporation certifying as of a date reasonably close to the Closing Date that the Company has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business as a domestic corporation.
(D) Shareholders shall have delivered to Buyer certificates and other instruments representing all Company Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Buyer with the execution thereof guaranteed by a bank or trust company), together with all other documents necessary or appropriate to validly transfer the Company Shares to Buyer free and clear of all security interests, liens, encumbrances and adverse claims.
(E) Buyer shall have received from counsel for the Company, an opinion, dated the Closing Date, in form and substance satisfactory to Buyer and its counsel.
(F) Buyer shall have obtained the consent of its shareholders authorizing this Agreement and the transactions contemplated herein and shall have filed an Information Statement with the Securities and Exchange Commission and distributed such Information Statement to its sharehold...
Buyer's Conditions of Closing. The obligation of Buyer to close this transaction shall be subject to and conditioned upon the following, any one or more of which may be waived by Buyer, in whole or in part:
Buyer's Conditions of Closing. Buyer's obligations under this Agreement are subject, at the option of Buyer, to the satisfaction at Closing of the following conditions:
(a) All representations and warranties of Seller and Seller's Members contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing; and
(b) Seller shall have performed and satisfied all covenants required by this Agreement to be performed and satisfied by Seller at or prior to the Closing. Should the above conditions not be satisfied to Buyer's satisfaction as of the Closing, Buyer may, as its sole and exclusive remedy, terminate this Agreement without further liability between the Buyer and Seller.
Buyer's Conditions of Closing. Unless waived by Xxxxx in writing, the obligations of Seller under this Agreement are subject to fulfillment of the following conditions:
Buyer's Conditions of Closing. The obligation of Buyer to sell the Project shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions:
(A) All representations and warranties of Seller contained in this Agreement shall be true and correct at and as of the Closing Date and Seller shall have performed all agreements and covenants and satisfied all conditions on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement.
(B) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained.
(C) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.
(D) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer.
Buyer's Conditions of Closing. The obligation of Buyer to close will be subject only to following:
Buyer's Conditions of Closing. Buyer's obligations under this Agreement are subject, at the option of Buyer, to the satisfaction at Closing of the following conditions:
(a) All representations and warranties of Seller and Seller's Members contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing Date; and
(b) Seller shall have performed and satisfied all covenants required by this Agreement to be performed and satisfied by Seller at or prior to the Closing.
Buyer's Conditions of Closing. 21 9.1 REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . 21 9.2 PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . 21 9.3
Buyer's Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: 买方同意完成交割的前提。买方购买公司股票并支付对价的义务应在交割时满足以下条件的情况才能履行：
(A) All representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Closing Date, the Company shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement. 陈述及保证：公司根据本协议所提供的陈述和保证均应真实准确。公司在交割之日前应完全履行协议所规定的义务。
(B) There shall have been no material adverse change since the date of the Audited Balance Sheet in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business. 公司在资产负债表通过审计之后的时间内没有发生任何实质性不利变化，未遭受任何实质性损失（不论是否有保险赔偿），如火灾，地震等造成的损失。
(C) Neither any investigation of the Company by Buyer, nor any supplement or other document delivered to Buyer as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. 不论是买方对公司的调查，还是买方提供的任何资料都没有迹象表明公司的资产或运营状况存在问题。
(D) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 公司未被卷入任何诉讼、调查、询或其法律事件。
(E) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Buyer. 在交割日之前，没有任何禁令，书面文件，限制条例等限制交易的执行。也没有任何上述条件会增加买方完成此项交易的成本。
(F) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Company. 交割日之前，公司的在...
Buyer's Conditions of Closing. 10.1 Representations…...………………………………………………………………. 25 10.2 Performance……………………………………………………………………….. 25 10.3 Pending Matters………………….………………………………………………... 25 10.4 Releases……………………………………………………………………..…… 25
