Company Conditions Precedent. The obligation of the Company to complete the issuance of the Note to Purchaser contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent:
(a) each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;
(b) Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;
(c) no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof;
(d) Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2; and
(e) Purchaser shall have executed and delivered to the Company each of the Transaction Documents.
Company Conditions Precedent. The obligations of the Company to enter into and complete the Closing are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company in writing.
Company Conditions Precedent. The obligations of the Company to contemplate sale 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 Company and may be waived by the Company in accordance with Section 5.5.
(a) all corporate, legal and regulatory proceedings, approvals and consents as are reasonably considered necessary by the Company's solicitors shall have been taken or obtained to permit the consummation of the transactions contemplated herein;
(b) all of the representations and warranties of the Parent contained herein or in any certificate or other document delivered or given pursuant to this Agreement shall be true and correct and with the same effect as if made at the Time of Closing and the Company shall have received a certificate from an officer of the Parent confirming, to the best of him knowledge, information and belief, the truth and correctness in all material respects of such representations and warranties (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby), provided that the receipt thereof and the closing of the transactions contemplated herein shall not constitute a waiver of the representations and warranties of the Parent which are contained in this Agreement:
(c) the Parent shall have fulfilled and/or complied with all terms, conditions, covenants and agreements herein contained to be performed or caused to be performed by it, including, without limiting the generality of the foregoing, its covenants contained in Article Seven to the extent the same are to be performed prior to the Time of Closing and the Parent shall have delivered a certificate executed by a senior officer to that effect, provided that the receipt thereof and the closing of the transactions contemplated herein shall not constitute a waiver of the covenants and agreements of the Parent which are contained in this Agreement;
(d) all documentation relating to the due authorization (including, without limitation, the due authorization by the directors and shareholders of the Parent) and completion of the sale and purchase hereunder of the Purchased Shares and all actions and proceedings taken on or prior to the Time of Closing in connection with the performance by the Parent of its obligations under this Agreement...
Company Conditions Precedent. The obligation of the Investor to subscribe to the Investor Securities in the manner provided in this Agreement, is subject to the fulfilment of the Company Conditions Precedent by the Founders and the Company, to the satisfaction or waiver of the Investor in accordance with Clause 3.2.
Company Conditions Precedent. The effectiveness of this Agreement and the agreement of Appia and Digital to sell and issue the Closing Securities are subject to the satisfaction or waiver of the following conditions precedent as of the Closing Date:
Company Conditions Precedent. The obligation hereunder of ---------------------------- the Company to sell the Shares to the Investor is subject to the satisfaction, at or before each Closing, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (a) Accuracy of Investor's Representations and Warranties. The representations and warranties of the Investor shall be true and correct as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a particular date).
Company Conditions Precedent. The obligation of the Company to accept the LLC Interest and to perform the other covenants and obligations to be performed by it on the Closing Date is subject to the following conditions, which may be waived in writing by the Company in whole or in part, in its sole discretion:
Company Conditions Precedent. The obligation hereunder of the Company to sell the Shares and the Warrants to the Investor is subject to the satisfaction, at or before each Closing, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.
Company Conditions Precedent. Except as may be waived by the Company, the obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
Company Conditions Precedent. Company’s obligation to purchase electric energy and/or capacity from Seller pursuant to this Agreement, and any and all obligations of Company which are ancillary to that purchase, including, without limitation, Company’s obligations under Article 4 (Suspension or Reduction of Deliveries), Article 5 (Rates for Purchase), Article 6 (Billing and Payment), Section 3.1 (Rights and Obligations of Both Parties), Section 3.2(E) (Metering, Generator Remote Control, Data Acquisition/Communications), and Section 3.3(A) (Dispatch of Facility Power), are contingent upon the following Conditions Precedent:
