Closing and Conditions to Closing. The closing (the "Closing") of the purchase and sale of the Shares shall be held at such date (the "Closing Date") that the Company fulfills the conditions of closing set forth in this Section 6. The Company has, or before the Closing will have, authorized the issuance and sale of the Shares. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell the Shares to the Holder, and the Holder will purchase the Shares from the Company at the Closing, for the aggregate price of $640,000. The place of the Closing, including the place of delivery to the Holder by the Company of the Shares and the place of payment to the Company by the Holder of the purchase price for the Shares, shall be at the offices of Pullman & Xxxxxx, LLC, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000, or such other place as shall have been agreed to by the Company and the Holder. At the Closing, the Holder shall pay the Company the purchase price by cash, check or wire transfer, and the Company shall deliver the Holder a certificate representing the Shares, registered in the Holder's name (or in such name or names as Holder shall request before the Closing). Notwithstanding any other provisions of this Agreement, if the conditions to the Closing set forth in this Section 6 are not satisfied on or before January 1, 1996, the Holder may in its absolute discretion at any time thereafter terminate its obligations under this Agreement and have not further responsibilities hereunder. The obligation of the Holder to purchase the Shares to be purchased by it at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:
Closing and Conditions to Closing. The transactions contemplated by this Agreement shall be closed no later than thirty (30) days from the date of the last signature on this Agreement at the offices of ITEC (the "Closing"). Prior to the Closing, all of the following shall have occurred or the requirement for their occurrence shall have been waived in writing by all Parties:
13.1 ITEC shall provide QPI with a certificate, signed by an officer of ITEC, that all representations and warranties of ITEC herein are true and correct as of the date of the Closing.
13.2 QPI shall provide ITEC with a certificate, signed by an officer of QPI, that all representations and warranties of QPI herein are true and correct as of the date of the Closing.
13.3 All of the current directors and officers of QPI shall have provided written resignations of their offices effective upon election of new directors and officers by a majority of the holders of the issued and outstanding shares of QPI common stock after the Closing. Mr. Capezutto shall have agreed in writing to remain as a member of the management of QPI in a position other than that of Chief Executive Officer.
13.4 All of the trade debt of QPI and unpaid payroll other than due to Mr. Capezutto will be reduced to an amount not to exceed Two hundred thousand dollars ($200,000.00) and all other debt, including notes payable, debentures and unpaid payroll due to Mr. Capezutto, with the exception of the tax liabilities discussed below, will be eliminated through conversion to equity or otherwise.
13.5 The Federal and State of California income tax liabilities of QPI, as a company and for the benefit of its past and current employees, currently in the amount of approximately Six hundred thousand dollars ($600,000.00), will be settled on terms that will include a payment plan of all net income of QPI up Twenty-five thousand dollars ($25,000.00) per month. ITEC will assist QPI in achieving such a settlement of these tax liabilities. Discussions regarding the settlement of these liabilities will have begun within fifteen (15) days of the date of the last signature to this Agreement.
13.6 QPI will obtain written affirmation of the release of all liabilities of QPI under the Debentures from each of the Debenture Holders.
13.7 The total number of shares of QPI common stock issued and outstanding as of the Closing shall not exceed Twenty million (20,000,000) shares.
13.8 QPI will have obtained the approval of the transactions contemplated by this Agreement from its cu...
Closing and Conditions to Closing. 7 4.1 General......................................................7 4.2 Documents Delivered by Seller................................7 4.3
Closing and Conditions to Closing. 18 SECTION 3.01. Closing.......................................................................... 18 SECTION 3.02. Conditions to Obligations of all Parties......................................... 19 SECTION 3.03. Conditions to Obligations of At Home and Excite Holdings......................... 20 SECTION 3.04. Conditions to the Obligations of chello Holdings, UPC and UGC.................... 21
Closing and Conditions to Closing. (a) The transaction contemplated in this Agreement shall be subject to the satisfaction of the following condition (which is for the exclusive benefit of the Shareholder and may be waived by the Shareholder) on or before July 7, 2003, unless the AAE Share Exchange Offer is extended under the terms set forth in the Recommended Offer Document: the AAE Share Exchange Offer to acquire all of the issued and outstanding shares in the capital of AAE Technologies International Plc shall have been declared unconditional in all respects.
(b) The transaction contemplated in this Agreement shall close (the "Closing") as soon as practicable upon satisfaction or waiver of the condition set forth in Section 2(a) of this Agreement (the "Closing Date"). The Closing shall take place at the offices of Dorsey & Whitney LLP, X.X. Xank Building Centre, 1420 Fifth Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000 XXX, xx xxxx xxxxx place as the Company may designate.
(c) No later than two days after the Closing Date, but no later than the closing date of the AAE Share Exchange Offer, the Company will cause to be delivered to its transfer agent the Tendered Certificates and an instruction for cancellation sufficient to cause the transfer agent to cause the cancellation of the Tendered Certificates and the 7,720,000 Common Shares represented thereby.
(d) The Company and the Shareholder hereby agree to execute and deliver at Closing such other documents as may be necessary or appropriate to facilitate the transactions contemplated by this Agreement.
Closing and Conditions to Closing. 29 6.1 Representations and Warranties Correct 29 6.2 Performance 30
Closing and Conditions to Closing. Section 7.1 Date and Time of Closing. . . . . . . . . . . . . . . . . . . . . . 29 Section 7.2
Closing and Conditions to Closing. 52 7.1 CLOSING................................................................................................52 7.2 QUINTILES'CONDITIONS TO CLOSING........................................................................53 7.3 HMR'S CONDITIONS TO CLOSING............................................................................55 8. TERMINATION..............................................................................................57
Closing and Conditions to Closing. Closing shall occur on the date the purchase price of $3,500,000.00 is paid in full by Buyer. The period between the date hereof and Closing shall be deemed the Lease/Purchase Period. Closing shall take place at the offices of Buyer in Reno, Nevada, at a time mutually convenient to both Seller and Buyer. Prior to closing, the following conditions must be satisfied:
(a) Buyer must have completed a favorable due diligence study on the Property and be satisfied as to the titles and status thereof.
(b) All payments due hereunder, including any late charges, annual assessment fees, or other charges of whatsoever nature due and payable by Buyer, shall be paid in full.
Closing and Conditions to Closing. (a) The Closing of this Agreement, at which time the matters contemplated herein shall be fully consummated, shall take place at the offices of ITC in Hackensack, New Jersey at 1:30 p.m. on Tuesday, January 16, 1996 or at such other time and place as the parties shall mutually agree (the "Closing"). In addition to execution of this Agreement by all the parties, the Closing shall be subject to the following conditions precedent:
(i) the approval and ratification of all of the transactions contemplated herein by the Board of Directors of THI;
(ii) the receipt of the assignments of the Hotel Agreements described in paragraph 5 above and the written acknowledgements, acceptances and approvals of each of the Hotels to THI as assignee of the Passover operations agreements of ITC at such Hotels satisfactory to THI and its counsel and an opinion of ITC's counsel satisfactory to THI and its counsel that none of such assignments in any way breaches any of the Hotel Agreements attached hereto as Exhibits 1(a)-1, 1(a)-2 or 1(a)-3;
(iii) the agreement between Xxxxxxxxxx and THI referred to in the Recitals at the head of this Agreement shall have been duly executed by the parties thereto and the closing thereof takes place concurrent with the Closing hereunder; and
(iv) the agreement between Xxxxxxx and THI referred to in paragraph 7(b) of this Agreement shall have been executed by the parties thereto.
(b) At the Closing, all representations and warranties of all parties hereto shall be true and correct as if made thereat.
