Conditions Precedent to Initial Closing. On or prior to the Closing Date, each of the following conditions precedent shall have been satisfied:
Conditions Precedent to Initial Closing. The obligations of each party to consummate the transactions contemplated in this Agreement and to proceed with the Initial Closing are subject to the fulfillment at or prior to the Initial Closing, of each of the following conditions (the failure of any of which shall excuse and discharge all obligations of such party hereunder, unless such failure is agreed to in writing by such party):
(a) the execution and delivery by the parties of the Amended and Restated Initial OncoVax Center Lease as set forth in Section 10.1 above;
(b) the Letter Agreement shall be terminated;
(c) the execution and delivery by the parties of the Initial Medical Director Services Agreement; and
(d) the representations and warranties of Intracel and Lehigh contained in this Agreement shall be true and correct in all material respects as of the Initial Closing Date as if made at and as of such time, and Intracel and Lehigh shall have performed or complied with, in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it prior to or at and as of the Initial Closing Date.
Conditions Precedent to Initial Closing. Except as may be waived in writing by Seller, the obligations of Seller to consummate the Initial Closing hereunder are subject to the fulfillment at or before the Initial Closing of each of the following conditions:
Conditions Precedent to Initial Closing. 15.1 The Initial Closing of the JV Transaction shall be subject to the following conditions precedent (“Initial Closing Conditions”):
15.1.1 the members of the IDIC Group shall have paid to Sanuwave the second installment of the Partnership Fee in the total amount of USD $250,000.00 (two hundred and fifty thousand U.S. dollars);
15.1.2 the representations and warranties provided by the Parties above shall be true, legitimate, accurate, correct and complete in all aspects on the Initial Closing Date, as reflected in a certificate to be issued by the Parties on the Initial Closing Date;
15.1.3 the Parties shall not have materially violated any provision of this Agreement; and
15.1.4 inexistence of any temporary restraining order, preliminary or permanent injunction or other order in effect issued by a Governmental Authority prohibiting or preventing the consummation of the JV Transaction.
15.2 The Parties agree that the Initial Closing Conditions set forth above shall inure to the benefit of Sanuwave only, who shall waive or not such Initial Closing Conditions at its sole discretion and that the members of the IDIC Group shall not claim such conditions in order to not proceed with the Initial Closing of the JV Transaction.
15.3 Sanuwave may, but shall not be obliged to, to the fullest extent permitted by Applicable Law, waive one or more of its respective Initial Closing Conditions at its sole discretion. Upon fulfillment of all Initial Closing Conditions (or waiver by Sanuwave, as the case may be), the Closing of the JV Transaction shall take place as agreed.
15.4 The Parties shall cooperate with each other to meet the conditions precedent herein established and keep each other informed as to the progress towards the satisfaction of the such conditions and shall disclose in writing to the other Party anything which shall or may prevent the conditions from being satisfied on or before the Initial Closing Long Stop Date, as soon as reasonably practicable upon such matter coming to the notice of such Party. The Parties shall each notify the other promptly upon becoming aware that any of the Initial Closing Conditions have been fulfilled and deliver evidence of the same.
15.5 Upon the satisfaction or waiver of all Initial Closing Conditions, Sanuwave shall notify the IDIC Group, Versani and Universus to proceed with the Initial Closing.
Conditions Precedent to Initial Closing. The obligation of Xxxxxx Xxx to enter into this Agreement is subject to each of the following conditions precedent:
(a) Collateral Pool 6 Borrower shall have paid to Xxxxxx Mae the remaining unpaid balance of the Collateral Pool 6 Extension Fee, as that term is defined in Section 8.02 of the Original Agreement.
(b) Delivery of an amendment to each Note, duly executed by the applicable Collateral Pool Borrowers, reflecting the Loan and the Collateral securing each Loan;
(c) Delivery of executed Security Instruments or amendments to each existing Security Instrument affecting the Collateral Pools, as required by Xxxxxx Xxx to make the terms of the Security Instrument for each Mortgaged Property consistent with the terms of this Agreement, each such Security Instrument or amendment to be recorded each in the applicable land records;
(d) Reserved;
(e) Reserved;
(f) Receipt by Xxxxxx Mae of all reasonable legal fees and expenses payable by the applicable Collateral Pool Borrower in connection with this Agreement;
(g) No Governmental Approval not already obtained or made is required for the execution and delivery of the documents to be delivered in connection with this Agreement;
(h) The applicable Collateral Pool Borrower or Guarantor is not under any cease or desist order or other orders of a similar nature, temporary or permanent of any Governmental Authority which would have the effect of preventing or hindering performance of the terms and provisions of the Agreement or any other Loan Documents and the Guaranty for such Collateral Pool, nor are there any proceedings then in progress or, to its knowledge, contemplated which, if successful, would lead to the issuance of any such order;
(i) If required by Xxxxxx Xxx, receipt by Xxxxxx Mae of a new Title Insurance Policy, or an endorsement to each Title Insurance Policy, for each Mortgaged Property, amending the effective date of the Title Insurance Policy to the Effective Date, showing no additional exceptions to coverage other than the exceptions shown on the closing date under the Original Agreement (or, if applicable, the last with respect to which the Title Insurance Policy was endorsed) and other than Permitted Liens and other exceptions approved by Xxxxxx Xxx, together with any reinsurance agreements required by Xxxxxx Mae.
Conditions Precedent to Initial Closing. DATE The obligations of each Lender to make the Initial Loans on the Initial Closing Date is subject to the satisfaction (or waiver) of the following conditions on or prior to the Initial Closing Date: (a)
Conditions Precedent to Initial Closing. Each Purchaser’s obligation to purchase Notes on the Effective Date shall be subject to Purchasers’ receipt of each of the following documents, in form and substance satisfactory to Purchasers, or satisfaction of the following conditions, as applicable:
(a) this Agreement, duly executed by Issuer;
(b) each Note to be delivered to the Purchasers as of the Effective Date, duly executed by Issuer;
(c) an officer’s certificate, in the form attached hereto as Exhibit D, duly executed by a Responsible Officer, certifying as to the Operating Documents of the Issuer as in effect as of the Effective Date, resolutions of the Board approving the execution, delivery and performance of this Agreement and issuance of the Notes and the Conversion Shares (upon conversion of the Notes), and a waiver by the requisite stockholders of any conversion price adjustment or preemptive rights in connection with the issuance of the Notes;
(d) a legal opinion of Issuer’s counsel with respect to the Note Documents; and
(e) payment of all Holder Expenses incurred through the Effective Date, as set forth in the flow of funds agreed upon between Issuer and each Purchaser on or prior to the Effective Date.
Conditions Precedent to Initial Closing. The obligation of the --------------------------------------- Purchaser to acquire and pay for the Shares to be issued at the Initial Closing is subject to the satisfaction or waiver by the Purchaser of each of the following conditions:
(a) Accuracy of the Company's Representations and Warranties. The Company shall have delivered to the Purchaser a certificate or certificates, dated the Initial Closing Date, of the Chief Financial Officer of the Company, certifying that the representations and warranties of the Company contained herein and in the Registration Rights Agreement are true and correct in all material respects as of such date, as though made on and as of such date.
Conditions Precedent to Initial Closing. Section 4.1 Conditions to Closing and Initial Extensions of Credit Section 4.2 Conditions to All Extensions of Credit
Conditions Precedent to Initial Closing. The obligation of Xxxxxx Mae to enter into this Agreement is subject to each of the following conditions precedent:
