Conditions of Seller. The obligation of Seller to sell the Shares is subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date);
(b) The Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the Closing Date; and
(c) All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller shall have received copies of all such documents and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.
Conditions of Seller. Notwithstanding any other provision of this Agreement, the obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to satisfaction, at or prior to the Closing Date, of each of the following conditions precedent, and if Seller terminates this Agreement prior to the Closing Date because any such condition is not so satisfied, Seller shall have no liability hereunder except as otherwise set forth in Article 9 hereto. Seller may unilaterally waive any of the following conditions precedent to Seller's obligations; provided, any such waiver shall be effective only if the same is in writing, signed by Seller and delivered to Purchaser at or prior to the Closing Date:
(a) There shall not have been instituted or pending or threatened any action, suit or proceeding by or before any court, arbitrator or governmental agency challenging Purchaser's acquisition of the Business Assets or the Business, or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby or seeking damages in connection therewith.
(b) The representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.
(c) Seller shall have received a certificate of Purchaser substantially in the form attached hereto as Exhibit 8.2(c).
(d) Any approval, consent or waiting period required by any governmental agency or authority necessary to consummate the transactions contemplated hereby shall have been obtained or expired, as the case may be, including, without limitation, any applicable waiting period under the HSR Act.
(e) All proceedings taken by Purchaser and all instruments executed and delivered by Purchaser on or prior to the Closing Date in connection with the transactions herein contemplated shall be reasonably satisfactory to Seller and its counsel.
(f) Seller shall have received from Xxxxxx Godward LLP, Purchaser's counsel, a written legal opinion dated the Closing Date in the form attached hereto as Exhibit 8.2(f).
(g) The closing pursuant to the SCA Asset Purchase Agreement shall occur on the Closing Date.
(h) Purchaser and Escrow Agent shall each have executed the Escrow Agreement.
Conditions of Seller. The obligations of Seller to effect the transaction contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
Conditions of Seller. The obligations of the Seller to transfer the Company Shares in accordance with this Agreement shall be subject to the fulfillment at or prior to the time of Closing of each of the following conditions:
Conditions of Seller. The obligations of Seller to consummate the Transactions shall be subject to the satisfaction (or, if permitted by applicable Legal Requirements, waiver by Seller (in its sole discretion)) of each of the following conditions at or prior to the Closing:
Conditions of Seller. The obligation of the Seller to sell the Amended and Restated Note and assign the Security Documents to Purchaser is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Seller’s sole benefit and may be waived by the Seller at any time in its sole discretion by providing the Purchaser with prior written notice thereof (the “Closing”):
A. Borrower shall have duly executed and delivered to Seller the Transaction Agreement.
B. Borrower shall have delivered the freely tradeable and unrestricted Fee Securities to Seller.
C. On the second (2nd) Trading Day immediately prior to the Closing Date, the Purchaser shall have delivered a written notice to the Seller, certified by an executive officer of the Purchaser, certifying that (x) if any of the Purchase Price is to be paid in Shares (as defined below), no Equity Conditions Failure then exists, (y) the aggregate portion of the Purchase Price to be paid on the Closing Date in Closing Shares and cash, if any (such consideration being the “Closing Date Payment Consideration”), and (z) whether the consideration to be paid to the Seller on the Top-Up Date, if any, shall be paid in Top-Up Shares or cash (the “Closing Consideration Election Notice”).
D. The Purchaser shall have paid and/or delivered, as applicable, the Closing Date Payment Consideration to Seller.
E. The Purchaser shall have delivered to the Seller a certificate evidencing the formation and good standing of the Purchaser issued by the Secretary of State of Delaware as of a date within ten (10) days of the Closing Date.
F. Each and every representation and warranty of the Purchaser shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect, and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied w...
Conditions of Seller. The obligations of the Seller to consummate the Transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Seller:
i. the representations and warranties of Purchaser contained in Section 6 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date;
ii. no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened which would make the Transactions contemplated by this Agreement illegal or otherwise prohibited; and
iii. Purchaser shall have delivered to Seller the Purchase Price.
Conditions of Seller. The obligations of Seller to consummate the transactions herein contemplated are subject to the satisfaction on or prior to the Closing of the conditions set forth herein below, and if Seller shall not consummate the transactions herein contemplated by reason of the failure of such conditions to have been satisfied as herein provided, then Seller shall have no liability to Buyer:
Conditions of Seller. Notwithstanding any other provision of this Agreement, and except as set forth below, the obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the date hereof, of the conditions set forth in subsections (a) and (l) of Section 6.1 of this Agreement, and the condition that the representations and warranties of Purchaser in this Agreement shall be true and correct as of the date hereof in all material respects (or in all respects in the case of any representations or warranty subject to a materiality qualification) and Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the date hereof, and Purchaser shall have provided Seller with a certificate with respect to the foregoing signed by an authorized officer of Purchaser.
Conditions of Seller. Notwithstanding any other provision of this Agreement, and except as set forth below, the obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of the conditions set forth in subsections (a), (f), (g), (h), (m) and (n) of Section 7.1 of this Agreement, and the condition that the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and Purchaser shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.