Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transaction contemplated hereby on the Closing Date is subject to the satisfaction of each of the following conditions at or prior to the Closing:
Conditions Precedent to Buyer’s Obligation. Buyer’s obligation to perform under this Agreement is subject to and contingent upon the following described matters. In the event such conditions are not satisfied, Buyer may terminate this Agreement by written notice to Seller prior to Closing, and upon any such termination the Xxxxxxx Money shall immediately be returned to Buyer and this Agreement shall be null and void, except for the provisions hereof that expressly survive the termination of this Agreement.
Conditions Precedent to Buyer’s Obligation. In addition to the conditions precedent described in Article 11.3(A) (c), (d) & (e), Buyer's obligation to remit the remainder of the Purchase Price to the Title Company on the Closing Date and effectuate the transaction contemplated hereunder is subject to and contingent upon the following:
Conditions Precedent to Buyer’s Obligation. The obligation of each Buyer to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing to the extent permitted by applicable Law, in whole or in part, by such Buyer for purposes of consummating such transactions:
Conditions Precedent to Buyer’s Obligation. Buyer's obligation to consummate the transactions contemplated hereby and make the deliveries required of Buyer in Section 3.2(b) of this Agreement on the Closing Date shall be subject to the satisfaction or waiver by Buyer of each of the following conditions:
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall not have billed November services in advance as of the Closing. Seller shall have entered into a new lease with Lease Corporation of America, ("LCA") for an additional 50 radios and this debt obligation will be assumed by the Buyer along with the other four existing lease schedules in existence with LCA. With respect to such leases, Buyers payment obligations will begin with the applicable November 2006 payment obligation. Seller, PCCare, Inc., Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and their adult children shall have executed and delivered, subject to Closing, 3 year non-competition agreements limited to the ISP segment of the fixed wireless broadband industry. The non-compete obligations shall not include the future and continued business services currently being provided by PCCare, Inc. to residential, commercial businesses, municipalities, government and quasi-governmental agencies. Notwithstanding this exception, both Xxxxx Xxxxxxxxx and PCCare, Inc. will also agree not to own or operate ISP operations designed and constructed for such entities. Additionally, the immediate family members of Xxxxx Xxxxxxxxx agree to be bound by the above conditions for...
Conditions Precedent to Buyer’s Obligation. Xxxxx’s obligation to perform under this Agreement is subject to and contingent upon the satisfaction of each and every one of the following conditions. In the event that any of the below conditions is not satisfied at or prior to the date of Closing, Buyer may terminate this Agreement, which termination shall be a Permitted Termination as provided in this Agreement. Unless specifically stated otherwise, conditions to obligations hereunder are for the benefit of Xxxxx and may be waived in writing by Xxxxx.
Conditions Precedent to Buyer’s Obligation. The obligations of the Buyer to close under this Agreement shall be expressly subject to satisfaction of each of the following conditions precedent:
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to buy the Property shall be subject to timely satisfaction or waiver of the following conditions precedent:
Conditions Precedent to Buyer’s Obligation. The obligation of Buyer to consummate the transactions contemplated herein is subject to the satisfaction (or, in Buyer's sole discretion, written waiver thereof) as of the Closing of the following conditions: The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects at Closing. No demand, action, suit, audit, investigation, review, claim or other legal or administrative proceeding (collectively, a "Proceeding") by any nation or government, any state or other political subdivision thereof, including any governmental agency, department, commission, or instrumentality of the United States, any State of the United States or any political subdivision thereof or, any self-regulatory agency or authority (collectively, "Governmental Authority") or other person shall have been instituted or threatened against Seller which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could reasonably be expected to affect the transactions contemplated hereby. Seller's shareholders shall have approved this Agreement and the transactions contemplated thereby. Seller shall have performed in all material respects its obligations described in Section 5.1. Seller shall have delivered audited financial statements from an accounting firm acceptable to Buyer at Closing that includes financial years 2005, 2006 and the applicable year-to-date results for 2007.
