Condition to Obligations of Seller. The obligation of Seller to consummate the sale of the Assets 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 Buyer, and upon the following additional conditions:
(a) The representations and warranties of Buyer shall be true in all material respects as of the Closing Date; and
(b) The consents required from all governmental agencies (including, without limitation, unless waived, the Final Order of the FCC) to Buyer's acquisition of the Assets shall have been granted, without any condition materially adverse to Seller, and such consents shall be valid and outstanding on the Closing Date; and
(c) Buyer 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
(d) All of the requirements of Section 10.3 shall have been met. Seller 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 Seller. The obligations of Seller hereunder shall be subject to the following:
9.1 All representations and warranties of Buyer contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing as though such representations and warranties were then made in exactly the same language by Buyer and regardless of Knowledge or lack thereof on the part of Buyer or changes beyond its control; as of the Closing, Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by any of them at or before such time by this Agreement.
9.2 Buyer shall have delivered all items pursuant to .
Condition to Obligations of Seller. The obligations of Seller hereunder shall be subject to the representations and warranties of Buyer set forth in Section 5 hereof being true and correct on the Closing Date. If the foregoing condition is not performed or observed on or before the Closing Date, Seller may, at its option and in its discretion, either waive the performance or observance of such condition or terminate this Agreement by notice to Buyer, in which event Seller shall have no further obligations or liabilities under this Agreement.
Condition to Obligations of Seller. The obligations of Seller, under ---------------------------------- this Agreement, shall be subject to the simultaneous closing by Buyer of the acquisition of Pads 7 and 9 of Palace View Condominium, Branson, Missouri, pursuant to the terms of an Asset Purchase Agreement of even date herewith between Buyer and Palace View Ventures, LLC and Palace View, Inc. (the "Palace View Contract"). This condition may be waived by Seller.
Condition to Obligations of Seller. The obligations of Sellers to close the transactions contemplated hereby on the Final Closing Date are subject to the satisfaction of the terms set out in Section 3 and the following condition:
(a) Prior to the issuance of the Seven Million Five Hundred Thousand (7,500,000) shares to the Sellers under this Agreement, there will be no more than Seventeen Million Five Hundred Thousand (17,500,000) total issued and outstanding shares, fully diluted, assuming all conversions and option/warrant exercises, in Wentworth.
Condition to Obligations of Seller. The obligations of Seller 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: Seller shall have the right to conduct such inspections and investigations of Purchaser's business and operations, as Sellers deems necessary. In the event Seller, in its sole discretion, determines that the purchase contemplated herein is not in its or its shareholders best interests, Seller shall have the right to cancel this agreement and upon a return by Purchaser of the Xxxxxxx Money this agreement shall be null and void. Purchaser shall deliver to Seller an income and expense statement which reflects the production, expenses and operations for the past 90 days of operation.
Condition to Obligations of Seller. The obligation of Seller to ---------------------------------- consummate the purchase of the Assets 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 Seller, and upon the following additional conditions:
(a) The representations and warranties of Buyer shall be true in all material respects as of the Closing Date; and
(b) The consents required from all governmental agencies (including, without limitation, the Final Order of the FCC) to Buyer's acquisition of the Assets shall have been granted, without any condition materially adverse to Seller, and such consents shall be valid and outstanding on the Closing Date; and
(c) Buyer 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
(d) 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 Seller is material to the transactions contemplated by this Agreement; and
Condition to Obligations of Seller. The obligations of Seller hereunder shall be subject to the following:
(a) The representations and warranties of Buyer set forth in Section 7 hereof shall be true and correct in all material respects on the Closing Date;
(b) Buyer shall have delivered all items pursuant to Section 13(a) hereof.
Condition to Obligations of Seller. The respective obligations of Seller to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver, on or by the Closing Date, of the condition that:
(a) Purchaser shall have performed in all material respects all of its obligations undertaken in this Agreement or pursuant hereto that are to be performed on or by the Closing Date; and
(b) All representations and warranties of Purchaser pursuant to Section 4 shall be true and correct in all material respects as of the date of this Agreement and the Closing Date.
Condition to Obligations of Seller. The obligation of Seller to consummate the transactions contemplated in this Agreement is subject to the Purchaser having delivered, or caused to be delivered, to Seller and Seller having received, the Purchase Price at or prior to the Closing Date.
