Condition Precedent to Seller’s Obligations. The obligations of Seller under this Agreement are subject to the fulfillment to its reasonable satisfaction, prior to or at the Closing, of each of the following conditions, any of which can and, if unmet, shall be deemed waived at Closing, unless otherwise waived by Seller in writing.
Condition Precedent to Seller’s Obligations. The obligations of Seller to perform Seller’s obligations at the Closing under this Agreement are and shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date.
(a) All of the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same effect as if made on and as of such date;
(b) Buyer shall have performed, observed, and complied with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on Buyer’s part prior to or as of the Closing Date, including, without limitation, payment of the Purchase Price; and
(c) the Plat shall have been recorded. If any of the foregoing conditions benefiting the Seller have not been satisfied as of the Closing Date, and such non-satisfaction is not a result of a Seller default hereunder, then Seller may, in Seller’s sole discretion: (i) terminate this Agreement by delivering written notice to the Buyer, in which event the Xxxxxxx Money Deposit shall be released to Seller in accordance with Section 4 of this Agreement, unless the failure of the condition precedent is the recording of the Plat in which case the Xxxxxxx Money Deposit shall be immediately returned to the Buyer (unless otherwise provided for in Section 4), and the Parties shall be released from any further liability or obligation hereunder except for those rights and obligations which specifically survive termination hereunder, (ii) the Seller may waive such condition and elect to close, notwithstanding the non-satisfaction of such condition without increase in the Purchase Price, or (iii) extend the Closing Date for thirty (30) days to permit the conditions to be met and, if such condition(s) are still not met at the end of such extension, elect to pursue either option (i) or (ii).
Condition Precedent to Seller’s Obligations. (a) The obligation of the Seller to sell the Receivables generated by it and existing on the Restatement Effective Date to the Buyer is subject to the conditions precedent that the Seller shall have received on or before the date of such sale the following, each (unless otherwise indicated) dated the day of such sale and in form and substance reasonably satisfactory to the Seller:
Condition Precedent to Seller’s Obligations. The close of escrow and the Seller’s obligations with respect to the conveyances contemplated by this Agreement are subject to the Purchaser’s delivery of all sums necessary to the Escrow Agent as required by this Agreement.
Condition Precedent to Seller’s Obligations. Purchaser acknowledges that the approval of the Board of Directors of Seller to the transactions described in this Agreement shall be a condition precedent to Seller's obligations hereunder.
Condition Precedent to Seller’s Obligations. Each of Purchaser and Guarantor acknowledges that the Crude Oil to be sold by Seller to Purchaser hereunder is to be acquired by Seller from one or more Suppliers pursuant to separately executed Supply Contracts. Each of Purchaser and Guarantor hereby agrees that (a) Seller’s obligations under this Agreement and each Deal Sheet are subject to the condition precedent that Seller has received at the Injection Point the corresponding quantity of Crude Oil from the relevant Supplier under the Supply Contract associated with such Deal Sheet and (b) if Seller becomes entitled to repudiate, terminate or otherwise not perform its obligations under the relevant Supply Contract, or the relevant Supplier repudiates, terminates or for any reason fails to perform its obligations under the relevant Supply Contract, then, to such extent, Seller shall be entitled to withhold its own performance under this Agreement and the relevant Deal Sheet without being deemed in breach of this Agreement or the relevant Deal Sheet and Seller shall have no liability to Purchaser in respect thereof.
Condition Precedent to Seller’s Obligations. The obligation of Seller to consummate the transaction contemplated by this Agreement shall be subject to the fulfillment of the following conditions, which may be waived in writing by Seller:
5.2.1. The representations and warranties made in this Agreement by the Company shall be true and correct in all respects on the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date.
5.2.2. Xxxxx Xxxxxxxx and the Company shall have executed a stock repurchase agreement providing for the purchase by the Company of 500,000 shares of the Company's issued and outstanding common stock owned by Xxxxx Xxxxxxxx.
5.2.3. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transaction contemplated by this Agreement shall be in effect and no action seeking such relief shall be pending.
Condition Precedent to Seller’s Obligations. The obligation of Seller to effect the Closing hereunder is conditioned upon there being no default by Purchaser’s Affiliate under the Other Agreement. Upon the failure to effect the “Closing” under the Other Agreement and/or the termination of the Other Agreement, in either case as a result of a default thereunder by Purchaser’s Affiliate, then without limiting Seller’s Affiliate’s remedies under the Other Agreement, Seller, at its option, may (i) terminate this Agreement at any time thereafter on or before the Closing Date, whereupon the Exxxxxx Money shall be delivered to Seller and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination, or (ii) proceed to Close the transaction contemplated under this Agreement,.
Condition Precedent to Seller’s Obligations. As a condition ------------------------------------------- precedent to Seller's sale of the Bonds, Buyer shall have satisfied the following conditions (unless waived in writing by Seller) on or before the Closing Date.
Condition Precedent to Seller’s Obligations. This Agreement and the obligations of Seller hereunder are conditioned in their entirety upon approval of this Agreement by each of the Lenders on or before May 14, 1998. Agent shall give written notice to Purchaser of the approval of this Agreement by the Lenders (the "Acceptance Notice") or its failure to obtain the same prior to expiration of such period. If Agent shall fail to give such notice within such period, this Agreement shall be deemed disapproved. If Agent shall fail to give the Acceptance Notice or any notice of disapproval within such period, the Deposit shall be returned to Purchaser, whereupon, this Agreement shall be of no further force or effect and neither Seller nor Purchaser shall have any further rights or obligations within respect to the other hereunder or any claims against the other at law or in equity without the need to execute general releases or any other writing in favor of such other party.
