Conditions of the Vendors. The obligation of each Vendor to complete the sale of that Vendor’s Purchased Assets contemplated by this Agreement is subject to the fulfillment of each of the following conditions: (a) on or prior to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels shall have been Delivered to CMA CGM; (b) the representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets; (c) prior to the applicable Closing Date of any Vessel, all of the covenants and obligations of the Purchaser related to the relevant Vendor’s Purchased Assets to be performed or observed on or before the applicable Date of Closing pursuant to this Agreement having been duly performed or observed; (d) there having been delivered to that Vendor a certificate of the Purchaser dated the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that the covenants and obligations to be observed or performed by the Purchaser on or before the applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to the terms of this Agreement have been duly observed and performed; (e) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (f) prior to the applicable Closing Date of any Vessel, the board of directors of the Purchaser will have approved this Agreement and the transactions contemplated by this Agreement; (g) prior to the applicable Closing Date of any Vessel, the Initial Public Offering has been completed; (h) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, shall have caused its Designated Subsidiary to have, entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain effective as of the applicable Date of Closing; and (i) prior to the applicable Closing Date of any Vessel, 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 the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. In the event of a Missing Condition for a Vessel at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Vendor may terminate this Agreement for such Vessel, in which event, that Vendor will be released from all obligations under this Agreement in respect of that Vessel, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of each Vendor individually, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in part.
Appears in 1 contract
Conditions of the Vendors. The obligation obligations of each Vendor the Vendors to complete the sale of that Vendor’s Purchased Assets contemplated by this Agreement is Transaction are subject to the fulfillment of each fulfilment of the following conditionsconditions on or before the Closing Date:
(a) each of the acts and undertakings to be performed by IES on or prior before the Closing Date pursuant to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels terms of this Agreement shall have been Delivered to CMA CGMduly performed by IES;
(b) the board of directors of IES shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by IES to permit the completion of the Transaction;
(c) all consents and approvals which are required or necessary to be obtained by IES for the completion of the transactions contemplated under this Agreement shall have been obtained, received or waived;
(d) IES shall have cash in its bank account in an amount of not less than $1,000,000, after netting out all current payables and liabilities incurred up to and including the Closing Date, but adding in any amounts lent to Medcolcanna pursuant to the IES Loans, provided that Medcolcanna shall have the option to require IES to reduce the Consolidation ratio on a pro rata basis if the amount in the IES bank account is less than $1,000,000 on the Closing Date;
(e) IES shall have cancelled all of the IES Options;
(f) the IES Debt shall have been extinguished or otherwise dealt with to the satisfaction of Medcolcanna;
(g) except as affected by the transactions contemplated herein, the representations and warranties of the Purchaser IES contained herein shall be true in this Agreement being all material respects (save and except for any representation or warranty already qualified by materiality, which shall be true and correct on and in all respects) as of the applicable Closing Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made at and as of such time, and the applicable Date Vendors’ Representative shall have received a certificate to such effect, dated the Closing Date, of Closing a senior officer of IES to the relevant Vendor’s Purchased Assetsbest of his knowledge having made reasonable inquiry;
(ch) prior to the applicable Closing Date of any Vessel, all of the covenants of IES contained herein shall have been complied with, and obligations the Vendors’ Representative shall have received a certificate to such effect, dated the Closing Date, of the Purchaser related to the relevant Vendor’s Purchased Assets to be performed or observed on or before the applicable Date a senior officer of Closing pursuant to this Agreement having been duly performed or observedIES with respect thereto;
(di) there having been delivered to that Vendor a certificate no material adverse change in the business, affairs, assets financial condition or operations of IES shall have occurred between the Purchaser dated date hereof and the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that the covenants and obligations to be observed or performed by the Purchaser on or before the applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to the terms of this Agreement have been duly observed and performed;
(ej) prior to since the applicable Closing Date date of any Vesselthis Agreement, no legal or regulatory action action, suit or proceeding shall be pending have been taken before or by any Governmental Authority to enjoinPerson against IES (whether or not purportedly on behalf of IES) that would, restrict or prohibit if successful, have a material adverse effect on IES, in the purchase and sale sole discretion of the relevant Vendor’s Purchased AssetsVendors’ Representative, acting reasonably;
(fk) prior all other necessary corporate action shall have been taken by IES to permit the applicable Closing Date consummation of any Vesselthe Transaction and the transactions contemplated herein, including the Private Placement;
(l) the Resulting Directors shall have been appointed as the board of directors of the Purchaser will have approved this Agreement IES and the transactions contemplated by this Agreement;
(g) prior to the applicable Closing Date all existing directors of any Vessel, the Initial Public Offering has been completed;
(h) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, IES shall have caused its Designated Subsidiary to have, entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain tendered their resignations effective as of the applicable Date Closing Date;
(m) the management of ClosingIES shall have been reconstituted such that all members of the management team shall be nominees of the Vendors’ Representative; and
(in) prior IES shall have delivered to each Vendor or, to the applicable Closing Date of any Vesselextent required by the Exchange, all proceedings to be taken an escrow agent selected by Medcolcanna (the “Escrow Agent”), certificates duly registered in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation name of such transactions and Vendor evidencing the taking number of all proceedings in connection therewith. In the event of a Missing Condition for a Vessel at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Payment Shares to which such Vendor may terminate is entitled pursuant to this Agreement for such Vessel, in which event, that Vendor will be released from all obligations under this Agreement in respect of that Vessel, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business DaysAgreement. The foregoing conditions precedent are for the benefit of each Vendor individuallythe Vendors and may be waived by the Vendors’ Representative, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in part, without prejudice to the Vendors’ right to rely on any other condition in favour of the Vendors. If any of the said conditions shall not have been satisfied or waived by the Vendors’ Representative on or before the date required for their performance and provided such non-compliance did not arise from acts or omissions of the Vendors, then the Vendors’ obligations to complete the Transaction shall be at an end upon written notice to the other parties hereto.
Appears in 1 contract
Samples: Share Exchange Agreement
Conditions of the Vendors. The obligation of each Vendor to complete the sale of that Vendor’s Purchased Assets contemplated by this Agreement is subject to the fulfillment of each of the following conditions:
(a) on or prior to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels shall have been Delivered to CMA CGM;
(b) the representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets;
(c) prior to the applicable Closing Date of any Vessel, all of the covenants and obligations of the Purchaser related to the relevant Vendor’s Purchased Assets to be performed or observed on or before the applicable Date of Closing pursuant to this Agreement having been duly performed or observed;
(d) there having been delivered to that Vendor a certificate of the Purchaser dated the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that the covenants and obligations to be observed or performed by the Purchaser on or before the applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to the terms of this Agreement have been duly observed and performed;
(e) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets;
(f) prior to the applicable Closing Date of any Vessel, the board of directors of the Purchaser will have approved this Agreement and the transactions contemplated by this Agreement;
(g) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering has shall have been completed;
(h) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, shall have caused its Designated Subsidiary to have, entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain effective as of the applicable Date of Closing; and
(i) prior to the applicable Closing Date of any Vessel, 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 the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. In the event of a Missing Condition for a Vessel at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Vendor may terminate this Agreement for such Vessel, in which event, that Vendor will be released from all obligations under this Agreement in respect of that Vessel, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of each Vendor individually, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in part.
Appears in 1 contract
Conditions of the Vendors. The obligation of each Vendor to complete the sale of that Vendor’s Purchased Assets contemplated by this Agreement is subject to the fulfillment fulfilment of each of the following conditions:
(a) on or prior to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels shall have been Delivered to CMA CGM;
(b) the representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets;
(cb) prior to the applicable Closing Date of any Vessel, all of the covenants and obligations of the Purchaser related to the relevant Vendor’s Purchased Assets to be performed or observed on or before the applicable Date Time of Closing of that Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observed;
(dc) there having been delivered to that Vendor a certificate of the Purchaser dated the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets and that the covenants and obligations to be observed or performed by the Purchaser on or before the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets pursuant to the terms of this Agreement have been duly observed and performed;
(ed) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant that Vendor’s Purchased Assets;
(fe) prior to the applicable Closing Date of any Vessel, the board of directors in respect of the Purchaser will have approved this Agreement and the transactions contemplated by this Agreement;
(g) prior to the applicable Closing Date of any VesselInitial Closing, the Initial Public Offering has been completed;
(hf) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, shall have caused its Designated Subsidiary to have, entered into the documents relevant to that VesselManagement Agreement, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain effective as of the applicable Date Time of Closing; and
(ig) prior to the applicable Closing Date of any Vessel, 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 the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. In the event that any of a Missing Condition for a Vessel the foregoing conditions are not performed or fulfilled at or before the applicable Date Time of Closing, and save Closing of that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the PartiesVendor’s Purchased Assets, the Vendor may terminate this Agreement for such VesselAgreement, in which event, that Vendor will be released from all obligations under this Agreement in respect of that VesselAgreement, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business DaysAgreement. The foregoing conditions are for the benefit of each Vendor individually, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) also without prejudice to any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in part.
Appears in 1 contract
Conditions of the Vendors. The Vendor's obligation of each Vendor to complete carry out the sale of that Vendor’s Purchased Assets transactions contemplated by this Agreement herein is subject to the fulfillment fulfilment of each of the following conditionsconditions on or by the date specified therefor (which shall be the Closing Date unless otherwise specified), unless waived by the Vendors:
(a) on all documents or prior copies of documents required to be executed and delivered to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels Vendor hereunder shall have been Delivered to CMA CGMso executed and delivered;
(b) the representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets;
(c) prior to the applicable Closing Date of any Vessel, all of the terms, covenants and obligations conditions of the Purchaser related to the relevant Vendor’s Purchased Assets this Agreement to be performed or observed on or before the applicable Date of Closing pursuant to this Agreement having been duly performed or observed;
(d) there having been delivered to that Vendor a certificate of the Purchaser dated the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that the covenants and obligations to be observed complied with or performed by the Purchaser on or before prior to the applicable Closing Date of Closing shall have been complied with or performed;
(c) the covenants, representations, warranties, undertakings and conditions set forth in this Agreement on the part of the relevant Vendor’s Purchased Assets pursuant Purchaser shall be true and accurate with the same effect as if made on and as of the Closing Date;
(d) the Purchaser shall have delivered a share certificate(s) representing the Maverick Shares to the terms Escrow Agent as referred to in section 5.3 hereof, together with a certificate of this Agreement have been duly observed and performedthe Purchaser's transfer agent, Computer Share Trust Company Inc, of Colorado, setting out the number of outstanding shares of the Purchaser which shall be consistent with the Shareholdings as established in Schedule B hereto or as the Vendors may direct;
(e) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding Purchaser shall be pending by any Governmental Authority to enjoin, restrict or prohibit have entered into a management contract with Xxxxxx Xxxxxxx substantially in the purchase and sale of the relevant Vendor’s Purchased Assetsform attached as Schedule C hereto;
(f) prior to the applicable Purchaser shall have divested itself of its shares in Gretna Capital Corporation and as at Closing Date the Purchaser shall have no subsidiaries or agreements of any Vessel, the board of directors of the Purchaser will have approved this Agreement and the transactions contemplated by this Agreementnature to acquire any subsidiaries;
(g) prior the Purchaser shall have entered into an Escrow Agreement on terms and conditions satisfactory to the applicable Vendors on Closing Date of any Vessel, the Initial Public Offering has been completedas contemplated in section 5.3 hereof;
(h) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, shall have caused its Designated Subsidiary to have, entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain effective as of the applicable Date of Closing; and
(i) prior to the applicable Closing Date of any Vessel, 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 the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. In the event of completed a Missing Condition for a Vessel at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Vendor may terminate this Agreement for such Vessel, in which event, that Vendor will be released from all obligations under this Agreement in respect of that Vessel, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any consolidation of its covenants or obligations stock on the basis of one Common Share for each five (5) issued and outstanding Common Shares as contemplated in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of each Vendor individually, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in partSchedule B hereto.
Appears in 1 contract
Conditions of the Vendors. The obligation of each Vendor to complete the sale of that Vendor’s Purchased Assets contemplated by this Agreement is subject to the fulfillment of each of the following conditions:
(a) on or prior to the applicable Closing Date for the CMA CGM Château d’If and CMA CGM Alcazar, the Contracted Vessel subject to the Ship Building Contract and the Contracted Vessels subject to the Purchase Option Charters, the relevant Vessels shall have been Delivered to CMA CGM;
(b) the representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets;
(c) prior to the applicable Closing Date of any Vessel, all of the covenants and obligations of the Purchaser related to the relevant Vendor’s Purchased Assets to be performed or observed on or before the applicable Date of Closing pursuant to this Agreement having been duly performed or observed;
(d) there having been delivered to that Vendor a certificate of the Purchaser dated the same date as the applicable Closing Date, executed by an authorized officer or director of the Purchaser, certifying that the representations and warranties made by the Purchaser in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that the covenants and obligations to be observed or performed by the Purchaser on or before the applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to the terms of this Agreement have been duly observed and performed;
(e) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets;
(f) prior to the applicable Closing Date of any Vessel, the board of directors of the Purchaser will have approved this Agreement and the transactions contemplated by this Agreement;
(g) prior to the applicable Closing Date of any Vessel, the Initial Public Offering has been completed;
(h) prior to the applicable Closing Date of any Vessel, the Purchaser shall have, or, as applicable, shall have caused its Designated Subsidiary to have, entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and shall remain effective as of the applicable Date of Closing; and
(i) prior to the applicable Closing Date of any Vessel, 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 the Vendors and their counsel, and the Vendors shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. In the event of a Missing Condition for a Vessel at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Vendor may terminate this Agreement for such Vessel, in which event, that Vendor will be released from all obligations under this Agreement in respect of that Vessel, and the Purchaser will also be so released in respect of that Vendor unless the Purchaser was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless the Purchaser has breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of each Vendor individually, and accordingly each Vendor will be entitled to only waive compliance with any such conditions in respect of itself, if it sees fit to do so, without prejudice to (i) the rights of any other Vendor, (ii) its rights and remedies at law and in equity and (iii) any of its rights of termination in the event of non-performance of any other conditions of this Agreement in whole or in part.
Appears in 1 contract
