Conditions of the Vendor. The obligation of the Vendor to complete the sale of the Business and the Assets contemplated by this Agreement is subject to the fulfillment of each of the following conditions:
Conditions of the Vendor. The obligation of the Vendor to complete the sale of the Purchased Shares hereunder shall be subject to the satisfaction of or compliance with, at or before the Time of Closing, of each of the following conditions (each of which is hereby acknowledged to be inserted for the exclusive benefit of the Vendor):
Conditions of the Vendor. The obligation of the Vendor under this Agreement to consummate the transactions contemplated hereby is subject to the following conditions, which conditions may be waived at the option of the Vendor:
Conditions of the Vendor. The obligation of the Vendor to complete the transaction contemplated by this Agreement on Closing shall be subject to the following conditions:
(a) Performance of Obligations On the Closing Date, all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated herein;
(b) Closing Documents On the Closing Date, the Purchaser shall have delivered all required closing documents, duly executed; and
Conditions of the Vendor. The obligation of the Vendor to complete the sale contemplated by this Agreement is subject to the fulfillment of each of the following conditions:
(a) The representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made as of the Closing Date; (unless otherwise agreed or consented to in writing by the Vendor); and
(b) All of the covenants and obligations of the Purchaser to be performed or observed on or before the Closing Date pursuant to this Agreement having been duly performed or observed (unless otherwise agreed or consented to in writing by the Vendor); The foregoing conditions are for the benefit of the Vendor only and accordingly the Vendor will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in whole or in part.
Conditions of the Vendor. The obligation of each of the Vendor to complete the transactions contemplated hereunder is subject to the following conditions being fulfilled or performed at or prior to the Time of Closing:
(a) all representations and warranties of the Purchaser contained in this Agreement shall be true and correct and the Purchaser shall have delivered to the Vendor a certificate to that effect (provided that acceptance of such evidence and the completion of the transactions contemplated hereunder shall not be a waiver of such representations and warranties);
(b) the Purchaser shall have complied with and performed all of its covenants and obligations contained in this Agreement;
(c) all Required Consents shall have been obtained;
(d) the Purchaser shall have delivered to the Vendor the items referred to in Section 8.3;
(e) the Vendor shall have obtained the Approval Order and the Vesting Order, each in accordance with Section 6.2 above; and
(f) [the Purchaser shall have delivered to the Vendor the Transition Plan and shall have entered into the Transition Services Agreement with the Vendor in form and substance satisfactory to the Vendor]. The foregoing conditions are for the exclusive benefit of the Vendor and, subject to Section 2.1, any condition may be waived by them in whole or in part. Any such waiver is only binding on the Vendor if it is made in writing.
Conditions of the Vendor. The obligation of the Vendor to complete the sale and transfer of the Assets as contemplated by this Agreement is subject to the fulfilment of each of the following conditions:
Conditions of the Vendor. The Vendor's obligations to carry out the transactions contemplated by this Agreement is subject to fulfilment of each of the following conditions, which conditions are for the sole benefit of the Vendor and which may be waived by the Vendor in its sole and absolute discretion (the "VENDOR'S CONDITIONS"):
(a) Amram's Lease. By December 13, 2005, Vendor and Purchaser shall have settled the form and content of the Amram's Lease that is to be executed on the Closing Date on terms and conditions acceptable to the Vendor, acting reasonably;
Conditions of the Vendor. The obligation of the Vendor to complete the sale of the Assets contemplated by this Agreement is subject to the fulfilment of the following conditions:
(a) the representations and warranties of the Purchaser contained in this Agreement will be true and correct on and as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing;
(b) the Exchange will have accepted for filing the sale of the Assets and the Business by the Vendor;
(c) the Vendor will have obtained shareholder approval for the transactions contemplated herein, if that approval is required by the Exchange or any other regulatory authority having jurisdiction over the Vendor;
(d) that all of the covenants and agreements of the Purchaser to be performed on or before the Closing pursuant to this Agreement will have been duly performed in all material respects. The foregoing conditions are inserted for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor at any time.
Conditions of the Vendor
