Closing Conditions of the Purchaser. The Purchaser’s obligation to enter into the Transaction Documents and purchase the Units is subject to the fulfillment of each and every one of the following conditions prior to or contemporaneously with the Purchaser entering into the Transaction Documents and purchasing the Units (unless waived by Purchaser in writing in their sole and absolute discretion):
Closing Conditions of the Purchaser. The obligation of the Vendors to complete the transactions contemplated by this Agreement is subject to the following conditions to be fulfilled or performed at or prior to Closing, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Requisite Vendors in their sole discretion:
(a) the representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such representations and warranties had been made on the Closing Date. The remaining representations and warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties had been made on the Closing Date;
(b) the Purchaser and the Parent shall have performed each of its obligations under this Agreement to the extent required to be performed on or before the Closing Date;
(c) evidence that all Warrants disclosed in 3.1.4(b) of the Vendors’ Disclosure Letter have been exercised or cancelled in connection with Closing;
(d) the Purchaser shall deliver or cause to be delivered to the Corporation, for and on behalf of the Vendors, at or prior to Closing, the following:
(i) a certificate signed by an officer of the Purchaser addressed to the Vendors dated the Closing Date confirming that the conditions described in Sections 5.9.1(a) and 5.9.1(b) have been performed, satisfied or complied with as of the Closing Date;
(ii) the consideration payable to the Vendors as contemplated by Sections 2.5.1(a) and 2.5.1(d);
(iii) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser and a certificate of registration of a company in respect of the Parent issued by appropriate Governmental Authorities of their respective jurisdictions of incorporation dated no more than three (3) Business Days prior to Closing;
(iv) a factual certificate of the secretary or other officer of the Purchaser dated as of the Closing Date, certifying:
(I) the articles and by-laws of the Purchaser; and
(II) the resolutions of the shareholders and the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated hereby, all in form and...
Closing Conditions of the Purchaser. The Purchaser’s obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:
Closing Conditions of the Purchaser. The obligations of the Purchaser under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any such condition may be waived by the Purchaser at its sole option and election:
(i) The representations and warranties of the Company set forth in (x) Section 3(a), the first sentence of Section 3(d), and Section 3(g) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (y) Section 3 (other than Section 3(a), the first sentence of Section 3(d), and Section 3(g)) shall be true and correct (without regard to any materiality, “Material Adverse Effect” and similar qualifiers therein) as of the Closing Date, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect; and
(ii) The Company will have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing, including without limitation the delivery of all items required to be delivered by the Company pursuant to Section 2(b)(iv).
Closing Conditions of the Purchaser. The Purchaser's obligation to purchase the Shares to be delivered to Purchaser at the Closing shall be subject to the following conditions precedent:
Closing Conditions of the Purchaser. The obligation of the Purchaser to consummate the Transaction is subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived by the Purchaser:
Closing Conditions of the Purchaser. The obligations of the Purchaser under this Agreement are subject to fulfillment prior to or at Closing of each of the following conditions, unless waived in writing (in whole or in part) by the Purchaser.
Closing Conditions of the Purchaser. The obligation of the Purchaser to purchase the Purchased Units from the Seller at the Closing is subject to delivery by the Seller of the Purchased Units to the DTC for credit to the Purchaser using a securities intermediary’s account designated by the Purchaser in writing.
Closing Conditions of the Purchaser. The obligation of the Purchaser to effect the Merger, the Purchase and the other transactions contemplated by this Agreement is subject to the fulfillment on or prior to the Closing Date and the Effective Time of each of the following conditions (all or any of which may be waived by the Purchaser in its sole discretion):
Closing Conditions of the Purchaser. 9.1 In addition to the conditions set forth in section 14.1 of the Agreement, the obligation of the Purchaser to complete the purchase of the Purchased Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Time of Closing, each of the following conditions precedent, each of which is separate, is provided for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part:
(a) all outstanding shareholder loans of Quarry, other than the loan to Xxxxxx X. Xxxx, shall have been repaid in full;
