Conditions for the Benefit of the Sellers. The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Sellers and may be waived, in whole or in part, by the Sellers’ Representative, in its sole discretion:
Conditions for the Benefit of the Sellers. The sale by the Sellers and the purchase by the Buyer of the Company Shares is subject to the following conditions, which are for the exclusive benefit of the Sellers and which are to be performed or complied with at or prior to the time of Closing:
(i) the representations and warranties of the Buyer set forth in Section 3(b) will be true and correct in all material respects (and for this purpose any materiality qualifications in such representations and warranties will be disregarded) as at the time of Closing with the same force and effect as if made at and as of such time;
(ii) the Buyer will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Buyer at or prior to the time of Closing;
(iii) the Buyer shall have delivered to the Sellers the bank letter of credit or other security referred to in paragraph 2(e);
(iv) the Company shall have executed the Consulting Agreements;
(v) the Principals shall have been released from their personal guarantees of the Company’s bank debt; and
(vi) the Sellers will be furnished with such certificates of officers of the Buyer as the Sellers or the Sellers’ counsel may reasonably require in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Buyer at or prior to the time of Closing have been performed or complied with in all material respects, and that the representations and warranties of the Buyer herein given are true and correct in all material respects at the time of Closing.
Conditions for the Benefit of the Sellers. The obligation of the Sellers to complete the sale of the Purchased Shares is subject to the satisfaction, or waiver by the Sellers, at or before the Closing Time, of the following conditions, which are for the sole benefit of each Seller and which may be waived, in whole or in part, by the Sellers at any time without prejudice to any Seller’s right to rely on any other condition precedent.
Conditions for the Benefit of the Sellers. The obligations of the Sellers to complete the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, each of which is for the Sellers’ exclusive benefit and may be waived, in whole or in part, by the Sellers, in the Sellers’ sole discretion:
Conditions for the Benefit of the Sellers. The obligation of the Sellers to complete the sale of the Mineral Claims will be subject to the fulfilment of the following conditions at or before the Closing Time:
Conditions for the Benefit of the Sellers. The purchase and sale of the Purchased Interest is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Sellers (except with respect to Section 6.2(d)(ix), which is for the exclusive benefit of the ESOP Trustee only) and may be waived, in whole or in part, by the Sellers’ Representative, in its sole discretion (except with respect to Section 6.2(d)(ix), which may only be waived by the ESOP Trustee, in its sole discretion):
Conditions for the Benefit of the Sellers. The Sellers' obligation to complete the Transaction is conditional upon the Buyer not being in material breach of its obligations under this Agreement on the Closing Date.
Conditions for the Benefit of the Sellers. The obligation of the Sellers to complete the sale of the Purchased Shares will be subject to the fulfilment of the following conditions at or prior to the Closing Time:
Conditions for the Benefit of the Sellers. The purchase and sale of the Purchased Assets is subject to the following conditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Sellers and may be waived, in whole or in part, by the Sellers, acting through the Administrative Agent, in their sole discretion:
(i) The covenants, representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date; provided that the materiality requirement in this Section 9(b)(i) shall not apply to covenants, representations and warranties that, in accordance with their provisions, are subject to a materiality standard;
(ii) The Purchaser shall deliver to the Administrative Agent a copy of the resolution of the directors of the Purchaser approving the transactions contemplated in this Agreement and the Related Agreements; and
(iii) All consents, approvals and waivers required by the Purchaser to acquire the Purchased Assets and assume the Assumed Liabilities shall have been obtained on terms acceptable to the Administrative Agent, acting reasonably.
Conditions for the Benefit of the Sellers. The sale by the Shareholders and the purchase by [SECOND PARTY NAME] of the Shares is subject to the following conditions, which are for the exclusive benefit of the Shareholders and which are to be performed or complied with at or prior to the Closing Time:
7.2.1 [SECOND PARTY NAME] shall have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by [SECOND PARTY NAME] at or prior to the Closing Time;
7.2.2 all documentation relating to the sale and purchase of the Shares including the Closing Documents relating to the due authorization and completion of such sale and purchase and all actions and proceedings taken on or prior to the Closing in connection with the performance by [SECOND PARTY NAME] of its obligations under this Agreement shall be satisfactory to [FIRST PARTY NAME] and its counsel, acting reasonably, and the Shareholders shall have received copies of the Closing Documents and all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated hereby and the taking of all corporate proceedings in connection therewith in form (as to certification and otherwise) and substance satisfactory to [FIRST PARTY NAME] and its counsel;
7.2.3 at Closing, [SECOND PARTY NAME] shall deliver to [FIRST PARTY NAME] the certified checks or bank drafts issued by [SECOND PARTY NAME] to the order of [FIRST PARTY NAME] in accordance with Section 2.2 hereof; and
7.2.4 the representations and warranties contained in Article 4 shall be true and correct on and as of the Closing Date with the same effect as though made on and as of such date and [SECOND PARTY NAME] shall have delivered to [FIRST PARTY NAME] a solemn declaration to such effect, dated such date, provided that the receipt of such solemn declaration and the Closing herein provided for shall not be a waiver of the representations, warranties, covenants and agreements which shall continue in full force and effect as provided herein.
7.2.5 In case any condition to be performed or complied with for the benefit of the Shareholders at or prior to the Closing Time has not been performed or complied with at or prior to the Closing Time, the Shareholders, without limiting any other right that [FIRST PARTY NAME] has, may at its sole option, either (i) rescind this Agreement by notice to [SECOND PARTY NAME], and in such event [FIRST PARTY NAME] shall be released from all obligat...
