Conditions Precedent to Obligations of the Purchaser Sample Clauses
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part in its sole discretion):
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by the Purchaser of the following conditions precedent on or before the Closing Date:
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to purchase the Shares is subject to the satisfaction or waiver by the Purchaser, at or prior to the Closing, of each of the following conditions:
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part to the extent permitted by applicable Law):
(a) (i) the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.4, and Section 3.5 (the foregoing representations and warranties, collectively, the “Company Fundamental Warranties”) and the representations and warranties set forth in Section 4.1, Section 4.2 and Section 4.4 (the foregoing representations and warranties, collectively, the “Warrantor Fundamental Warranties”) shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly speak as of another date (in which case such representations and warranties shall be true and correct in all respects as of such other date as though made at and as of such other date), and (ii) the representations and warranties with respect to the Group Companies and/or the Warrantors set forth in Article III and Article IV (other than the representations and warranties enumerated in Section 7.2(a)(i)) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing, as though made at and as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing, as though made at and as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date as though made as of such other date);
(b) the Company and the Warrantors shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date;
(c) since the Balance Sheet Date there shall not have been or occurred any change, circumstance, condition, event or effect that, i...
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part to the extent permitted by applicable law):
(a) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by him on or prior to the Closing Date;
(c) the Purchaser shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 7.1(a) and 7.1(b) hereof;
(d) Certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens;
(e) the closing of the purchase and sale of the Minority Shares pursuant to the Minority Stock Purchase Agreement shall occur simultaneously with the Closing pursuant to this Agreement;
(f) there shall not have been or occurred any Material Adverse Change;
(g) the Seller shall have obtained all consents and waivers referred to in Section 4.5(b) and set forth on Schedule 4.5(b) hereof (except for any necessary transfer of FCC radio licenses), in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement;
(h) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Seller, any of the Companies, or the Purchaser seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;
(i) the Seller shall have provided the Purchaser wit...
Conditions Precedent to Obligations of the Purchaser. All -------------------------------------------------------- obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of the following conditions:
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser in whole or in part):
(a) all representations and warranties of the Seller contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Seller contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;
(b) the Seller shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date;
(c) the Purchaser shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Purchaser) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 7.2(a) and 7.2(b);
(d) certificates representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Liens;
(e) since the Balance Sheet Date there shall have been no event, occurrence, development or state of circumstances that individually, or in the aggregate, and when aggregated with all positive developments, has had or would reasonably be expected to have a Material Adverse Effect;
(f) the Seller shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit");
(g) the Purchaser shall have received the written resignation of each director of the Company;
(h) the Purchaser shall have received a certificate from each landlord of the Leased Properties, dated during the month in which the Closing occurs, certifying (i) that the applicable Real Property Lease is in good standing and full force and effect in accordance with its terms and has not been modified (except for modifications set forth therein), amended or assigned, (ii) the date(s) to which rent and other charges thereunder have been paid, (iii) that to the knowledge of the landlord there is no default thereunder by either party thereto, and (iv) that all work required to be done under the applicable Real ...
Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated hereunder shall be subject to the satisfaction of or compliance with, at or before the Closing Date, each of the following conditions precedent (each of which is hereby acknowledged to be for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing, in whole or in part, on or before the Closing Date):
(a) the Purchaser shall on or before the Closing Date have received from the Corporation and the NP Vendors all other documents and instruments as the Purchaser may reasonably request for the purpose of effecting the Exchange in accordance with the terms of this Agreement;
(b) the representations, warranties and covenants of the Corporation and the NP Vendors made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Date and with the same effect as if made at and as of the Closing Date (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby that are not materially adverse and arise in the ordinary course of business) and the Purchaser shall have received a certificate of the Corporation and the NP Vendors dated as at the Closing Date in form satisfactory to the Purchaser’s solicitors, acting reasonably certifying the truth and correctness in all material respects of the representations, warranties and covenants of the Corporation and the NP Vendors set out in this Agreement;
(c) the Corporation and the NP Vendors shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by them prior to or on the Closing Date;
(d) at the Closing Date, there shall have been no material adverse change in the condition (financial or otherwise), properties, assets, liabilities, earnings, or business operations or prospects of the Corporation or the Corporation’s Subsidiaries from that shown on or reflected in the Corporation’s Financial Statements;
(e) all consents, approvals, orders and authorizations of any Persons or governmental authorities in Canada or elsewhere (or registrations, declarations, filings or records with any such authorities), including, without limitation, all such registrations, recordings and filings with such securities regulatory and other public authorities as may be required to be obtained by the Corporation in connection with the execution o...
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser to the Closing are subject to the satisfaction of the following conditions precedent:
(a) The representations and warranties of the Sellers contained herein shall be true and correct in all respects as of the Trade Date and the Settlement Date.
(b) The Sellers shall have complied in all respects with all of the Sellers’ covenants and agreements contained herein to be performed by the Sellers on or prior to the Settlement Date.
Conditions Precedent to Obligations of the Purchaser. The obligations of the Purchaser with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. Upon Closing, all conditions not satisfied shall be deemed to have been waived: