Conditions Precedent of Purchaser. The obligations of Purchaser hereunder are subject to the conditions that, on or before the Closing Date:
Conditions Precedent of Purchaser. The obligation of the Purchaser to complete the purchase of the Shares contemplated by this Agreement is subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent:
(a) The representations and warranties of the Vendor and the Company set forth in Article 4 of this Agreement shall be true and correct as of the Closing as if such representations and warranties were made at and as of such time, and the Purchaser shall have received a certificate to that effect from the Vendor;
(b) the Vendor and the Company shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing;
(c) the Vendor and the Company shall have made available to the Purchaser or its nominees, at all reasonable times prior to the Closing Date, the minute book of the Company and all other material contracts, books, accounts, records and other information with respect to the affairs of the Company;
(d) from the date hereof through the Closing Date;
i) there has been no material adverse change in the business, prospects, financial condition, results of operations or the assets of the Company;
ii) the Company shall not have suffered any liability, judgement, lien or termination of any contract or the imposition of any obligation, the effect of which shall be materially adverse to the Company;
iii) there shall have been no other material adverse change of any kind with respect to the Company other than in the ordinary course of its business consistent with past practices or as permitted or contemplated by this Agreement;
(e) the Company shall deliver the written resignations of the directors and officers of the Company and the Company and the Vendor shall deliver certified resolutions of the shareholders of the Company appointing such persons to the board of directors of the Company as the Purchaser may direct;
(f) the Company shall deliver to the Purchaser certified copies of resolutions changing the existing bank signing officers to nominees of the Purchaser.
Conditions Precedent of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby is, at the option of Purchaser, subject to the fulfillment prior to or on the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Purchaser:
Conditions Precedent of Purchaser. In addition to all other conditions set forth in this Agreement, Purchaser’s obligation to consummate the Closing is subject to the satisfaction of each and every one of the conditions precedent set forth in this section 6.1 (all of which are for the sole benefit of Purchaser):
(a) All representations of Seller set forth in Section 5.1 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date.
(b) Seller shall have performed in all material respects all obligations required to be performed by Seller hereunder prior to or in connection with the Closing (including specifically, without limitation, the covenants of Seller set forth in Section 5.2).
Conditions Precedent of Purchaser. 6.1 The obligations of the Purchaser to complete the transactions contemplated herein and under the terms of the Agreements are subject to the satisfaction or fulfillment as at the Closing Date or any other date specified therein, of the following conditions precedent which may in whole or in part, be unilaterally waived by the Purchaser at any time, as follows:
(a) Up to April 23, 2012 expiring at 4:30 p.m. (Calgary time) or any other date and time mutually agreed upon in writing by the parties, the review to the sole satisfaction of the Purchaser, of the financial condition, business affairs, properties and title of the Technology, the Purchased Sonic Reactors,AlbaniaCo and the AlbaniaCo Shares, as appropriate;
(b) By no later than the Closing Date, the Purchaser shall have secured equity financing (the “Financing”) for gross aggregate proceeds of $500,000 under terms acceptable to the Purchaser;
(c) The Corporation shall terminate the Albania Licence, without consequence, claims or further obligation to the Corporation or AlbaniaCo thereunder;
(d) By April 23, 2012 expiring at 4:30 p.m. (Calgary time), the Purchaser shall review and confirm that the Purchased Sonic Reactors and related material assets held by AlbaniaCo in Albania are all in good working condition;
(e) The Corporation shall enter into a form of technical services consulting agreement for a period of up to 12 months following the Closing Date pursuant to which the Corporation will facilitate the transfer of the Technology and will provide ongoing support to the Purchaser at cost to the Purchaser for the provision of the Corporation’s personnel; and
(f) There shall be no Claims against the Corporation in relation to the Technology, the Purchased Sonic Reactors, the AlbaniaCo Shares, or the operations previously undertaken by AlbaniaCo in Albania.
6.2 In the event that the Corporation has been advised by the Purchaser by no later than the expiry dates specified above, that one or more of the above conditions have not been satisfied, this Letter of Intent shall be terminated effective as at such date and time. In the event of termination of thisLetter of Intent in accordance with Article.1 herein, the parties shall have no further obligations hereunder, save an except for the obligations of the Purchaser at Article 10.4 herein, which shall survive the termination of thisLetter of Intent. In the event of termination of this Letter of Intent in accordance with this Article 6.2, the parties agr...
Conditions Precedent of Purchaser. Purchaser's obligation to --------------------------------- consummate the transaction contemplated herein is conditioned upon satisfaction of each of the following conditions at or prior to the Closing (or such earlier date as is specified with respect to a particular condition), any one or more of which conditions precedent may be waived by Purchaser in Purchaser's sole discretion:
(a) All representations of Seller set forth in Section 5.1 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date.
(b) Seller shall have performed in all material respects all obligations required to be performed by Seller hereunder prior to or in connection with the Closing.
Conditions Precedent of Purchaser. In addition to all other conditions set forth in this Agreement, Purchaser's obligation to consummate the Closing is subject to the satisfaction of each and every one of the conditions precedent set forth in this section 6.1 (all of which are for the sole benefit of Purchaser):
(a) Prior to or on the Closing Date, Purchaser shall have received an Estoppel Certificate in the form of EXHIBIT H attached hereto, dated no earlier than five (5) days before the Closing Date, executed by GRS and any guarantor of the GRS Lease. Seller shall use reasonable efforts to obtain such executed tenant estoppel letter in such form prior to Closing. Seller shall deliver such tenant estoppel letter (whether or not in compliance herewith) to Purchaser promptly following Seller's receipt thereof. If Seller does not timely obtain the required tenant estoppel letter, then Purchaser may elect, in lieu of terminating this Agreement as provided below, to adjourn the Closing Date up to twenty (20) days in order to allow more time to obtain the required tenant estoppel letter;
(b) As of the Closing Date, (i) the GRS Lease shall be in full force and effect, (ii) GRS shall not be in default under its lease of the Property, (iii) GRS shall not have given notice of any default by Seller under the GRS Lease or any intention to terminate the GRS Lease, and (iv) neither GRS nor any guarantor of the GRS Lease shall be the subject of any bankruptcy or other insolvency proceeding.
(c) All representations of Seller set forth in Section 5.1 shall be true, correct and complete in all material respects as of the Effective Date and shall be true, correct and complete in all material respects as of the Closing Date.
(d) Seller shall have performed in all material respects all material obligations required to be performed by Seller hereunder prior to or in connection with the Closing.
Conditions Precedent of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to all of the following conditions:
Conditions Precedent of Purchaser. The obligations of the Purchaser under this Agreement are subject to the conditions that on or prior to Closing Date the following conditions shall have been satisfied in full, it being understood and agreed that if any of the foregoing conditions shall not have been fulfilled by the Closing Date, the Purchaser may terminate without penalty or liability this Agreement by written notice to the Seller:
Conditions Precedent of Purchaser. 3.3.1 The Purchaser’s obligation to consummate the transactions contemplated hereunder is subject only to the fulfilment (on or before the Closing Date) of the following conditions (to the extent not expressly waived by the Purchaser):
(i) the Restructuring takes place in connection with the Closing; and
(ii) the Sellers have performed in all material respects its obligations under this Agreement required to be performed by it on or prior to the Closing pursuant to the terms hereof (for the avoidance of doubt any possible breach of Warranties shall not be considered as non-performance of the Sellers’ obligation under this Section).
