CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all the following conditions, any one or more of which may be waived in writing by Buyer:
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. Buyer’s obligation to purchase the Property is subject to the satisfaction or written waiver of all the conditions described below (which are for Buyer’s benefit), within the time periods specified, or if no time is specified, by the Closing Date.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. Buyer's obligation to purchase the Shares under this Agreement is subject to the satisfaction and/or written waiver by Buyer, at or before the Closing, of each of the conditions set forth in this Section IV.A.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Subject Assets and assume the Assumed Liabilities under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions, any or all of which may be waived by Buyer in whole or in part without prior notice.
(a) All representations and warranties of Seller hereunder and in all certificates delivered by Seller to Buyer pursuant to this Agreement shall be, in all material respects, true and accurate on and as of the Closing Date as though made at that time, except (i) to the extent that such representations and warranties are made as of a specified date and (ii) for changes resulting from any action taken by Seller pursuant to and in compliance with this Agreement.
(b) Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller on or before the Closing Date.
(c) The execution and delivery of this Agreement by Seller, and the performance of Seller's covenants and obligations under this Agreement, shall have been duly authorized by all necessary and required corporate action.
(d) No litigation or proceeding will be threatened or pending against Seller or Buyer (i) for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement or (ii) which would have a material adverse effect on the Subject Assets or the Subject Business as conducted by Seller as of the Closing or as planned to be conducted by Buyer after the Closing.
(e) Each of the Shareholders of Seller will have consented in writing to the transaction contemplated herein and the holders of all of Seller's outstanding shares of Common Stock will have waived any dissenters' rights such Shareholder may have under Chapter 13 of the California Code.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligation of Buyer to consummate the acquisition of the Company Shares in accordance with this Agreement is subject to the fulfillment of each of the following conditions, any of which may be waived by Buyer, in whole or in part, in its sole discretion:
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of the Buyer pursuant this Agreement are subject to the satisfaction, at any time following the date hereof, of all the conditions set out below. The Buyer may waive any or all of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties, or covenants under this Agreement:
6.1. The Company shall have obtained the approval of the Chief Scientist of the Ministry of Industry and Trade of the State of Israel, for all transactions contemplated in this Agreement.
6.2. The Company shall have obtained the approval of the Investment Center of the Ministry of Industry and Trade, for all transactions contemplated in this Agreement.
6.3. The Company shall have obtained the approval of the Industry Development Bank, for all transactions contemplated in this Agreement.
6.4. The Buyer shall have obtained the consent of the holders of 90% or more of the share capital of the Company to sell their shares to the Buyer pursuant to the terms and conditions of this Agreement. This Agreement shall not become effective until, and shall be deemed to have immediately and automatically come into effect at, such time that the Buyer notifies the Seller of either (i) the satisfaction of all of the conditions set forth above, (ii) the waiver, by the Buyer, of all conditions which were not satisfied as of such date.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Stock under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below. Buyer may waive any or all of these conditions in whole or in part, provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any representation, warranty or covenant under this Agreement.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets and complete Closing are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article Nine. Buyer may waive any or all of these conditions in whole or in part without prior notice.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. Buyer acknowledges that Buyer has made a general inspection of the Property or the property has been inspected by their personal representative with Power of Attorney to act in their behalf, prior to executing this Agreement, that Buyer is satisfied with the condition of the Property and that this sale is an “AS IS” Sale.