Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Sellers in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.
Condition to Obligations of Purchaser. The obligations of Purchaser and Merger Sub to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional condition, which may be waived by Purchaser:
Condition to Obligations of Purchaser. The obligations of Purchaser under this Agreement are subject, at the option of Purchaser, to the satisfaction of the following conditions:
Condition to Obligations of Purchaser. The obligations of ISSUER to close the transactions contemplated hereby are subject to the satisfaction of the following conditions:
i. ISSUER shall have the right to conduct such inspections and investigations of the business and operations of IGH and its wholly owned subsidiary IYSG, as ISSUER deems necessary. In the event ISSUER, in its sole discretion, determines that the exchange transaction contemplated herein is not in its best interests, ISSUER shall have the right to cancel this agreement and upon a return of any consideration escrowed or exchanged, if any.
ii. A condition of closing is that all existing secured and unsecured debt and obligations including all past due expenses, fees and invoices associated with the acquisition/Merger of IGH and IYSG listed in Section 3. iv. of this Agreement are assumed by ISSUER.
Condition to Obligations of Purchaser. The obligation of Purchaser to consummate the purchase of the Shares at the Closing shall be subject to the performance, in all material respects, on or prior to the Closing Date, of all of the covenants and agreements as set forth elsewhere in this Agreement to be performed by Sellers, and upon the following additional conditions:
(i) The representations and warranties of Sellers are true or shall be true in all material respects as of the dates set forth in Section 4 and the Sellers shall have updated all Schedules through the Closing Date;
(ii) Except for normal wear and tear, there shall not have occurred any material adverse change in the condition of the Assets as a result of actions by other than the Purchaser;
(iii) The consents required from all governmental agencies (including, without limitation, the Final Order of the FCC) to Purchaser's acquisition of the Shares shall have been granted, without any condition materially adverse to Purchaser, and such consents shall be valid and outstanding on the Closing Date;
(iv) No action or proceeding shall be pending or threatened, challenging the validity of this Agreement or seeking to delay the consummation of any of the transactions for which this Agreement provides, which in the reasonable opinion of Purchaser is material to the transactions contemplated by this Agreement;
(v) Sellers shall have obtained and delivered to Buyer the written consents of all requisite parties to assign and transfer to Buyer those Contracts material to the operation of the Stations without conditions materially adverse to Buyer, if any;
(vi) Sellers shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to and on the Closing Date; and Purchaser shall have the right to waive any or all of the foregoing conditions of Closing at its sole option and risk.
Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions contemplated hereby are subject to the satisfaction of the following condition: The representations and warranties made by Seller in Section 4 hereof shall be true and correct when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Acquired Assets shall not have been adversely affected in any material way prior to the Closing Date. Seller shall have delivered the original share certificates evidencing and constituting the ownership of the Acquired Assets, as well as any documentation required to properly transfer said share certificates, to attorney Xxxx X. Xxxxxxxx, counsel for both parties, who shall act as a facilitator of this transaction, and shall have endorsed said share certificates to Purchaser.
Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions contemplated hereby on the Closing Date are subject to the satisfaction of the terms set out in Section 3 and the following condition:
(a) Sellers will provide to Purchaser all geological reports, assays and other information necessary to the development and mining operation of the Properties prior to Final Closing.
(b) Wentworth will assume no liabilities from KLE associated with the Properties other than as set forth in this Agreement.
(c) Two new directors: Xxxxxxx X. Xxxx and Xxx X. Xxxxxxxx will have been nominated and accepted their nomination for ascendancy to the Wentworth Board of Directors.
Condition to Obligations of Purchaser. The obligations of Purchaser to close the transactions contemplated hereby on Closing Date are subject to the satisfaction of the terms set out in Section 3.04 and the following condition: Purchaser shall have the right to conduct such inspections and investigations of Seller's business and operations, as Purchaser deems necessary. In the event Purchaser, in its sole discretion, determines that the purchase contemplated herein is not in its best interests, Purchaser shall have the right to cancel this agreement and upon a return by Seller of the Xxxxxxx Money this agreement shall be null and void. It is agreed that Seller shall deliver clear title to the oil and gas leases, that a copy of the title report will be provided as part of this agreement, that Purchaser has the right to cancel the transaction in the event title is not clear and or title insurance can not be obtained. It is agreed that Seller will provide to Purchaser all log reports, geological reports, production runs and other information necessary to the operation of the field. Seller shall deliver to Purchaser an income and expense statement which reflects the production, expenses and operations for the past 90 days of operation.
Condition to Obligations of Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (any of which may be waived by Purchaser by provision of written notice to the YTB Parties on or prior to Closing):
(a) the representations and warranties of the YTB Parties set forth in Article V shall be true and correct in all material respects;
(b) no actions, suits, proceedings, orders or investigations shall be pending wherein an unfavorable order or result would prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents;
(c) Purchaser shall have obtained financing sufficient to permit it to meet its obligations under Section 4.1(i);
(d) the YTB Parties shall have obtained each of the consents set forth on Section 5.1(d) of the Disclosure Schedule; and
(e) the YTB Parties shall have delivered to Purchaser each of the documents required to be delivered by it pursuant to Section 3.4(a).
Condition to Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing of the following condition: i. The representations and warranties of the Company contained herein shall be true and correct in all respects as of the Closing with the same effect as though made at and as of such time. (b).
