Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at or prior to the Closing Date;
(b) each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date, except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on the Purchaser or the transactions contemplated by this Agreement;
(c) not later than June 20, 2002, the Section 363/365 Order shall have been entered by the Bankruptcy Court and such order shall have become a Final Order and, without the necessity of any further action or proceedings by the Seller, shall have as of the Closing Date, effected a full and complete discharge and release of, and thereby extinguish, all debts of the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreement;
(d) the Purchaser shall have acquired the Refinancing Commitment and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by the Purchaser of all of the audited Balance Sheet required by Section 5.13 and (ii) May 30, 2002; and
(e) the Purchaser shall have executed the Ancillary Agreements.
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) The Seller shall have received the Sale Price as adjusted as provided herein;
(b) Buyer shall have delivered to the Seller all of the items required to be delivered to the Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3;
(c) All of the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects as of the Effective Date and shall be true and correct as of the Closing Date; and
(d) Buyer shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Buyer as of the Closing Date.
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to close the sale of the Property in accordance with this Agreement shall be subject to the fulfillment of the following conditions precedent, the failure of any of which shall entitle the Seller either to waive such condition or to terminate this Agreement in accordance with the terms hereof. If Seller elects to terminate this Agreement due to the failure of any condition listed herein, Seller shall so notify Purchaser in writing prior to the Closing, in which event, the Deposit shall be returned to the Purchaser, and neither party hereto shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement. If no such notice is given before the Closing, all conditions set forth herein shall be considered to have been satisfied or waived by Seller. Regardless of whether any such conditions are deemed to be so waived, Purchaser shall not, without the prior written consent of Seller, take any action or fail to take any action prior to the Closing Date that would adversely affect the satisfaction of any of such conditions as of the Closing Date. The conditions are as follows:
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject, at its option, to the fulfillment prior to the Closing Date of the following conditions, each of which can be waived by the Seller:
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing Date of the cond itions set forth in Section 7.01 and of the following additional conditions precedent (compliance with which or the occurrence of which may be waived in whole or in part in a writing executed by the Seller to the extent permitted by Applicable Law):
(i) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date and (ii) the representations and warranties of the Purchaser contained in this Agreement (A) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects as of the Closing Date, as if made as of such time, or if not true and correct in all material respects, the failure of representation or warranty does not have a material adverse effect on the benefit to the Seller of the Contemplated Transactions, and (B) that are qualified as to materiality or material adverse effect shall be true and correct when made and as of the Closing Date, as if made as of such time (except in each case to the extent such representations and warranties shall be expressly made as of a certain date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such earlier date).
Conditions Precedent to Obligation of the Seller. The obligation of Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at or prior to the Closing Date;
(b) the Purchaser shall have (x) filed with the Secretary of State of Delaware the Certificate of Designation for Intrance Corporation's Subsidiary Preferred Stock, with the rights and privileges provided for in Section 2.5 hereof, (y) provided a certified resolution of its board of directors authorizing an irrevocable instruction to Purchaser's transfer agent relative to the rights and privileges attached to the Subsidiary Preferred Stock as defined in Section 2.5 hereof, and (z) issued to the Seller two hundred and seventy five thousand shares (275,000) of the Subsidiary Preferred Stock; and,
(c) each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date, except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on the Purchaser or the transactions contemplated by this Agreement.
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at or prior to the Closing Date; and
(b) each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all respects (without regard to any materiality or knowledge exceptions or qualifications contained therein) as of the Closing Date, except where the failure of such representations and warranties to be so true and correct does not, and could not be reasonably likely to have a material adverse effect on the Purchaser or its ability to consummate the Acquisition.
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following additional conditions:
(a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser on or prior to the Closing Date;
(b) each of the representations and warranties of the Purchaser contained in Article V of this Agreement that are qualified by materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date, as if made on and as of such date; and
(c) the Seller shall have received from the Purchaser a certificate, dated the Closing Date, duly executed by an executive officer of the Purchaser, satisfactory in form to the Seller, to the effect of paragraphs (a) and (b) above.
Conditions Precedent to Obligation of the Seller. The obligation of the Seller to consummate the transactions provided for in this Agreement on the terms specified herein is subject to fulfillment of each of the following conditions:
