Conditions Precedent Termination. 45 6.1 Conditions Precedent to Obligations of Buyer and Parent....
Conditions Precedent Termination. A. Notwithstanding anything in this Agreement to the contrary, the right of the Grantee to exercise the Refusal Right and consummate any purchase pursuant thereto is contingent on each of the following being true and correct at the time of exercise of the Refusal Right and any purchase pursuant thereto:
(i) the Grantee or its assignee shall be a “qualified nonprofit organization” as defined in Section 42(h)(5)(C) of the Code or another qualified purchaser described in Section 42(i)(7)(A) of the Code (collectively, each, a “Qualified Beneficiary”); and
(ii) the Project continues to be a “qualified low-income housing project” within the meaning of Section 42 of the Code.
B. This Agreement shall automatically terminate upon the occurrence of any of the following events and, if terminated, shall not be reinstated unless such reinstatement is agreed to in a writing signed by the Grantee and each of the Consenting Members:
(i) the transfer of the Property to a lender in total or partial satisfaction of any loan; or
(ii) any transfer or attempted transfer of all or any part of the Refusal Right by the Grantee, whether by operation of law or otherwise, except as otherwise permitted under Section 7 of this Agreement; or
(iii) the Project ceases to be a “qualified low-income housing project” within the meaning of Section 42 of the Code, or
(iv) the Grantee fails to deliver its Election Notice or consummate the purchase of the Property within the timeframes set forth in Section 2 above.
Conditions Precedent Termination. 2.1 This Amendment shall become effective only on the date (the "PPA Amendment Effective Date") when each of the conditions set forth in Schedule 1 have been satisfied or waived and the Parties have executed and delivered to each other a "Certificate of Effectiveness" in the form of Exhibit A to that effect ("CP Satisfaction"). Upon CP Satisfaction, the amendments to the Original PPA set forth herein will be deemed to have been effective as of January 1, 2002; however, the Binding Term Sheet (only while it remains in effect), together with the Original PPA, shall govern the relationship of the Parties and their duties, rights and obligations from and after January 1, 2002 until the PPA Amendment Effective Date. After the PPA Amendment Effective Date, the Binding Term Sheet shall be of no further force and effect. Upon the execution and delivery by both Parties of the Certificate of Effectiveness, the other matters set forth in this Amendment will also be deemed to have been effective as of January 1, 2002, unless otherwise specified.
2.2 If CP Satisfaction has not occurred within 180 Days of the date hereof (as indicated in the Preamble), then this Amendment can be terminated by either Party by giving thirty (30) days' written notice of such termination to the other Party; provided that the Parties may by mutual agreement extend the termination date for such period or periods as they may mutually determine. Upon termination of this Amendment, the Parties shall have no rights, liabilities or obligations hereunder, the Parties will revert back to the terms and conditions of the Original PPA, which shall remain unchanged and in full force and effect, and the Parties shall retain all rights and remedies under the Original PPA.
Conditions Precedent Termination. 44 5.1. Conditions Precedent to Obligations of Buyers................................................ 44 5.2. Conditions Precedent to Obligations of Sellers............................................... 46 5.3. Termination.................................................................................. 47
Conditions Precedent Termination. 48 6.1 Conditions Precedent to Obligations of Buyer and Parent.........48 6.1.1 Performance of Agreements; Representations and Warranties.48 6.1.2
Conditions Precedent Termination. 53 6.1 Conditions Precedent to Obligations of IAWC and Parent....
Conditions Precedent Termination. 8.1 The PARTIES shall not be obliged to proceed with the transfer of the Ongoing Business unless all the following conditions precedent have occurred, or have been waived in writing by BUYER, on or prior to the Closing Date:
(a) SELLER has delivered to BUYER the List of Clients indicating the single turnover for the year 2001 and for the year 2002 up to March 30 for all Clients with respect to the Products.
(b) SELLER has terminated all Deposit Agreements enlisted in Exhibit 7 and has provided BUYER with written evidence of such termination. For the avoidance of doubts, the PARTIES agree that the above termination condition shall be deemed satisfied by SELLER to the extent the latter has sent a notice letter to the third contracting parties prior to Closing Date providing for the termination of the relevant Deposit Agreement with respect to the Products not later than December 31, 2002.
(c) SELLER has provided BUYER with an official certificate from the Fiscal Authorities concerning the correct and timely payment of all Taxes by SELLER. Such certificate is attached to the present document under Exhibit 14.
(d) SELLER has provided BUYER with an official certificate from the Social Security Institution (INPS) concerning the correct and timely payment of all social contributions for its employees. Such certificate is attached to the present document under Exhibit 15.
(e) SELLER has provided BUYER with an official certificate from the National Labour Insurance Authority (INAIL) concerning the correct and timely payment of all applicable and due contributions for its employees. Such certificate is attached to the present document under Exhibit 16.
(f) the Umbrella Agreement has been validly executed by the parties thereto.
8.2 If any of the conditions precedent set out in Section 8.1 above is not satisfied, waived to or otherwise disposed of, by BUYER within thirty (30) business days of the execution of this Sale and Purchase Agreement, the latter will be automatically terminated and each PARTY will lose any rights hereunder and shall have no obligations vis a vis the other hereunder, save for the compensation of damages in the case when such condition precedent has not occurred as a result of the willful misconduct or gross negligence of the other.
8.3 Notwithstanding the provision set forth under Section 4.7, BUYER, at its own discretion, shall have the right to terminate the present Sale and Purchase Agreement in case the Product "Prociclide" is suspended pr...
Conditions Precedent Termination. (a) This Agreement shall be effective only after the satisfaction of the following conditions precedent:
(i) The issuance of the Permanent Injunction covering Entrade and the Entrade Released Parties pursuant to Section 105 of the Bankruptcy Code by Final Order;
(ii) The delivery to Entrade of all of the original Entrade Promissory Notes;
(iii) The delivery to Entrade of all documents evidencing, in Entrade’s judgment, a full release of any security interest held by ARTRA, the Committee or the Future Claimants Representative in the stock of Nationwide;
(iv) The delivery to Entrade of a fully executed copy of this Agreement (including the Release Agreements in favor of Xxxxx X. Xxxxxx and the Selling Shareholders, the form of which is attached hereto as Exhibit D, and an order of the Bankruptcy Court approving this Settlement Agreement; In addition to the conditions precedent, ARTRA, the Committee and the Future Claimants Representative shall use their best efforts to obtain the following:
(v) The issuance of a Channeling Injunction covering Entrade and the Entrade Released Parties pursuant to Section 524(g) of the Bankruptcy Code; and
(vi) The issuance of the Confirmation Order by the Bankruptcy Court.
(b) The ARTRA Entities and the Committee agree to use their best efforts to ensure that conditions (v) and (vi) specified above are satisfied and that both a Channeling Injunction specifically covering Entrade and the Entrade Released Parties and Confirmation Order are entered by the Bankruptcy Court. Entrade agrees that it will not take any affirmative action to prevent the conditions subsequent specified above from being satisfied, unless the rights of Entrade under this Agreement would be materially affected.
Conditions Precedent Termination. The obligations of the Purchaser hereunder, are subject to each of the following conditions being satisfied on or prior to Completion (or, when applicable, waived prior to Completion):
Conditions Precedent Termination. 71 SECTION 5.01.
