Conditions for the Benefit of Purchaser. The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Closing Date, which conditions are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in its sole discretion:
Conditions for the Benefit of Purchaser. Subject to Section 8.6, the obligation of Purchaser under this Agreement to purchase the Properties and to pay the Purchase Price is subject to the satisfaction at the time of each Closing of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to Closing):
(a) The representations and warranties of Stayton in Section 4.1 shall be true and correct as of the Closing Date in all material respects, as though such representations and warranties were made at and as of the Closing Date (provided, however, that any such representations that are limited by materiality, material adverse effect or similar qualifiers shall be true and correct in all respects as though such representations and warranties were made at and as of the Closing Date) and Stayton shall deliver a certificate confirming the same.
(b) Stayton shall have performed, observed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Stayton as of Closing. Purchaser shall have received all documents required to be delivered under Section 8.3.
(c) Excluding any waiting periods required for Licensing Approvals, all waiting periods specified by Law, including waiting periods under the HSR Act, the passing of which is necessary for consummation of the transactions contemplated by this Agreement, shall have expired or terminated.
(d) The Court shall have entered (i) the Auction Order and (ii) the TIC Orders and.
(e) The Sale Approval Order approving the sale of the Properties to Purchaser, the TIC Orders, the Consolidation Order and the Order of the Court confirming the Reorganization Plan shall each have been entered by the Court and shall not have been stayed and shall not be subject to any pending appeals provided, that if all other conditions to Purchaser's obligation to Close shall have been met, and if there shall be pending any such appeal, in such event Purchaser shall, within three Business Days prior to the Scheduled Closing Date, either (i) waive such condition and forthwith proceed to Closing, (ii) defer the Closing with respect to one or more of the Properties affected by such appeal in accordance with Section 8.6 or (iii) terminate this Agreement with respect to all of the Properties in which case Purchaser shall be entitled to return of the Deposit but not be entitled to receive the Break-Up Fee or the Expense Reimbursement, in which case,...
Conditions for the Benefit of Purchaser. The obligation of Purchaser to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of the following condition precedent:
6.1.1 The representations and warranties of Seller contained in this Agreement shall be true, complete and accurate in all material respects, as of the Effective Date.
Conditions for the Benefit of Purchaser. The transactions contemplated herein are subject to the following conditions to be fulfilled or performed on or prior to the Closing Date, which conditions are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in its sole discretion:
Conditions for the Benefit of Purchaser. The purchase and sale of the --------------------------------------- Purchased Shares in accordance with the terms of this Agreement are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of Purchaser. Each condition is to be performed or complied with in all respects at or prior to the Closing Date:
Conditions for the Benefit of Purchaser. The obligation of Purchaser to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of each of the following conditions precedent:
6.1.1 The representations and warranties of Seller contained in this Agreement shall be true, complete and accurate in all material respects, on and as of the date hereof and the Date of Closing as if the same were made on and as of such date.
6.1.2 Seller shall have performed each and every obligation and covenant of Seller to be performed hereunder unless performance thereof is waived by Purchaser.
6.1.3 There has been no material and adverse change to the condition of the Property since the last day of the Due Diligence Period, provided that any change in condition due to casualty or condemnation shall be controlled by the provisions of Section 9.
Conditions for the Benefit of Purchaser. The purchase and sale of the Purchased Shares is subject to the satisfaction of, or compliance with, each of the following conditions at or before the Closing Time, each of which is for the exclusive benefit of Purchaser:
(a) The representations and warranties of each Vendor contained in this Agreement and in any Closing Document will be true and correct in all material respects at the Closing Time.
(b) At the Closing Time, the Vendors will have delivered to Purchaser the following in form and substance satisfactory to Purchaser, acting reasonably:
(i) certified copies of (A) the articles and by-laws of the Corporation, (B) resolutions of the board of directors of the Corporation authorizing the transactions contemplated by this Agreement, and (C) evidence of the incumbency of the directors or officers of the Corporation who signed the Closing Documents on behalf of the Corporation together with their specimen signatures;
(ii) a certificate of status, compliance or good standing with respect to the Corporation, issued by the appropriate Governmental Authority;
(iii) a counterpart to the Support Agreement executed by each Vendor;
(iv) an executed Share Pledge Agreement signed by each Vendor;
(v) executed resignations from each director and officer of the Corporation;
(vi) executed mutual releases from each Vendor in favour of the Corporation and Purchaser, substantially in the form attached as Schedule F;
(vii) a favourable opinion of Vendors' Counsel in customary form for a transaction of the nature contemplated by this Agreement;
(viii) certified copies of (A) the articles and by-laws of PAI, (B) resolutions of the board of directors of PAI authorizing the transactions contemplated by this Agreement, and (C) evidence of the incumbency of the directors or officers of PAI who signed this Agreement and the Closing Documents on behalf of PAI together with their specimen signatures;
(ix) a certified copy of the resolution of the shareholders of PAI approving the sale of the Purchased Shares hereunder;
(x) evidence that the agreement referred to in Section 4.4 and any agreements between the Corporation and Related Parties (other than IPF and PMI) have been terminated; and
(xi) such other documentation and evidence as is reasonably requested by Purchaser in order to effectively implement the transactions contemplated by this Agreement.
Conditions for the Benefit of Purchaser. The Purchaser shall not be obliged to complete the purchase herein provided for unless, on the Closing Date, each of the following conditions shall have been, it being understood that the conditions are included for the exclusive benefit of the Purchaser and may be waived in writing, in whole or in part, by the Purchaser at any time, and the Vendors shall use their best efforts to ensure that the conditions are fulfilled on or before the Closing Date.
Conditions for the Benefit of Purchaser. The obligation of Purchaser to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of each of the following conditions precedent:
6.1.1 The representations and warranties of Seller contained in this Agreement shall be true, complete and accurate in all material respects, on and as of the date hereof and the Date of Closing as if the same were made on and as of such date.
6.1.2 Seller shall have performed each and every obligation and covenant of Seller to be performed hereunder unless performance thereof is waived by Purchaser.
6.1.3 Since the last day of the Due Diligence Period there has been no material and adverse change in (i) the physical condition of the Property, or (ii) title to the Property, such as the appearance for the first time of title matters not previously disclosed in the Title Commitment, provided that any change in condition due to casualty or condemnation shall be controlled by the provisions of Section 9.
6.1.4 All Service Contracts not approved by and being assigned to Purchaser or which are not terminable upon thirty (30) days notice, shall have been terminated.
Conditions for the Benefit of Purchaser. The conditions contained in Section 18.1 shall be for the benefit of the Purchaser and may, without prejudice to any of the rights of the Purchaser hereunder, be waived by the Purchaser in writing, in whole or in part, at any time. In case any of the said conditions shall not be complied with through no act, default or omission of the Purchaser or waived by the Purchaser at or before the Closing Date, the Purchaser may rescind and terminate this Agreement, without liability of any party, by written notice to Bio, ENI, HoldCo the Directors, the HoldCo Directors and the Warrant Holder.
