Conditions for the Benefit of Seller. The obligation of Seller to consummate the transaction contemplated herein is conditioned upon the satisfaction of the following conditions precedent as of the Closing Date:
1. All representations and warranties of Buyer made herein shall remain true and correct; and
2. Buyer shall have performed all covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior to Closing.
Conditions for the Benefit of Seller. Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell and assign the Assigned Rights and Obligations shall be subject to and contingent upon the satisfaction (or waiver by Seller) of the following conditions precedent prior to or on the Closing Date:
(a) Payment of the Purchase Price, plus sufficient funds to pay Buyer’s share of all escrow costs, prorations and closing expenses as set forth in Sections 6.5 and 6.6 below, to Seller at the Closing.
(b) All Closing Documents necessary to consummate the transaction as contemplated in this Agreement shall have been executed and delivered by Buyer as required by this Agreement.
(c) Neither Buyer nor Seller shall have terminated the Agreement pursuant to the terms of this Agreement.
(d) Each and every representation and warranty of Buyer contained in this Agreement shall be true and correct as and when made and as of the Closing Date in all material respects.
Conditions for the Benefit of Seller. The purchase and sale of the Purchased Shares are subject to the following conditions to be fulfilled or performed at or before each Closing Date, which conditions are for the exclusive benefit of Seller and may only be waived, in whole or in part, by Seller in writing in its sole discretion:
Conditions for the Benefit of Seller. (a) The sale by Seller and the purchase by Purchaser of the Assets, and assumption by Purchaser of the Assumed Liabilities, are subject to the following conditions, which are for the exclusive benefit of Seller:
(i) the representations and warranties of Purchaser set forth in Section 3.3, shall be true and correct in all material respects, at the Time of Closing with the same force and effect as if made at and as of such Time of Closing;
(ii) Purchaser will have performed or complied with all of the terms, covenants and agreements in this Agreement to be performed or complied with by Purchaser at or prior to the Time of Closing;
(iii) Seller will have been furnished with certificates of an officer of Purchaser certifying:
(A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser,
(B) resolutions, as appropriate, of shareholders and/or directors of Purchaser approving the transaction contemplated herein,
(C) the incumbency of officers signing this Agreement and the Ancillary Agreements, and
(D) performance of the terms, covenants and agreements to be performed by the Purchaser at or prior to the Time of Closing and the truth and accuracy (consistent with Section 6.2(a)(i) above) of the representations and warranties of the Purchaser as of the Closing Date;
(iv) subject to Sections 2.5 and 4.2, all Purchaser required consents shall have been obtained;
(v) the applicable waiting period (and any extensions thereof) under Section 123 of the Competition Act, shall have expired or have been waived or terminated;
(vi) Purchaser shall have made any Continuation Payments required by Section 2.8(b);
(vii) Purchaser shall have executed and delivered the Ancillary Agreements and the Instruments of Assumption; and
(viii) Xxxxxxxx-Xxxxx and NPI shall have executed an Amended and Restated Pulp Supply Agreement in substantially the same form as set forth in the term sheet attached hereto as Schedule 6.1(a)(vii).
(b) In case any term or covenant of Purchaser or condition to be performed or complied with for the benefit of Seller (including without limitation those set forth in Section 6.3 below) at or prior to the Time of Closing has not been performed or complied with at or prior to the Time of Closing, Seller, without limiting any other right that Seller has, may rescind this Agreement without any further obligation to the Purchaser under this Agreement or waive compliance with any such term, covenant or condition in whole or in part ...
Conditions for the Benefit of Seller. The obligation of Seller 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:
6.3.1 Receipt by Seller of all requisite approvals including, but not limited to, the approval of servicers to Seller or to Seller’s sole member, (including, without limitation, the necessary committee approvals of CWCapital), trustee approval and all other approvals that may be required pursuant to any documents which govern Seller; Seller shall provide written notice to Purchaser of satisfaction of this condition precedent designating the “Approval Date”; and
6.3.2 Receipt by Seller of any and all required consents to the transfer of any Assumed Contract, permit and/or Lease to be assigned to Purchaser at Closing.
Conditions for the Benefit of Seller. In addition to any other obligations contained in this Agreement, the following shall constitute conditions to Seller's obligation to sell the Property to Buyer and shall be for the benefit of Seller, the failure of any of which shall allow Seller to terminate this Agreement:
Conditions for the Benefit of Seller. The foregoing conditions are for the sole benefit of Seller. If any of the foregoing conditions described in this Article 5 is not satisfied for any reason whatsoever, Seller shall have the right at its sole election either to waive such condition and proceed with the transactions contemplated hereby, or, in the alternative, to terminate this Agreement, in which event Buyer shall be entitled to a return of the Deposit, together with all interest earned thereon, and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which, pursuant to the terms of this Agreement, survive, such termination).
Conditions for the Benefit of Seller. The obligations of Seller to effect the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Seller), at or prior to the Closing, of each of the following conditions:
Conditions for the Benefit of Seller. (a) The sale by Seller and the purchase by Purchaser of the Assets, and assumption by Purchaser of the Assumed Liabilities, are subject to the following conditions, which are for the exclusive benefit of Seller:
(i) the representations and warranties of Purchaser set forth in Section 3.3, shall be true and correct in all material respects, at the Time of Closing with the same force and effect as if made at and as of such Time of Closing;
(ii) Purchaser will have performed or complied with all of the terms, covenants and agreements in this Agreement to be performed or complied with by Purchaser at or prior to the Time of Closing;
(iii) Seller will have been furnished with certificates of an officer of Purchaser certifying:
(A) the accuracy and completeness of the articles and by-laws or similar documents of Purchaser, (B) resolutions, as appropriate, of shareholders and/or directors of Purchaser approving the transaction contemplated herein,
Conditions for the Benefit of Seller. The obligation of Seller to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver by Seller of each of the following conditions precedent:
6.3.1. Receipt by Seller of all necessary consents or waivers from the Town with respect to the Town RFR pursuant to Section 3.6. Purchaser acknowledges that if Seller provides notice to the Town as contemplated by Section 3.6, this Agreement is contingent on the expiration or waiver of the Town's RFR.
6.3.2. Receipt by Seller of written acknowledgment(s) from the Town and the Connecticut Office of Policy and Management that Section 10a-109w of the Connecticut General Statutes has been complied with, such acknowledgement(s) to be in form(s) reasonably acceptable to Seller.
6.3.3. Satisfaction of the requirements of all applicable laws of the State of Connecticut to the sale of the Property, including, without limitation, Section 4b-47 of the Connecticut General Statutes, the Connecticut Environmental Policy Act (Sections 22a-1a through 22a-1h of the Connecticut General Statutes) (“CEPA”), and the approval of the Treasurer of the State of Connecticut pursuant to Section 4b-21(f) of the Connecticut General Statutes. With respect to compliance with CEPA, the parties acknowledge and agree that the transfer of the Property to Purchaser imposes no restrictions on Purchaser's use of the Property, that the future use of the Property is in the sole discretion of Purchaser, and that Seller therefore cannot determine the potential for significant environmental impacts on the State's land, water, air or other environmental resources.
6.3.4. Approval of this Agreement by the Office of the Attorney General of the State of Connecticut.
6.3.5. Approval or authorization of this Agreement by the Board of Trustees of the University of Connecticut.
6.3.6. The representations and warranties of Purchaser contained in this Agreement shall be true, complete and accurate in all material respects on and as of the Effective Date and the Closing Date as if the same were made on and as of such dates.
6.3.7. Purchaser shall have performed each and every obligation and covenant of Purchaser to be performed hereunder unless performance thereof is waived by Seller.
