CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligations of XXXXX to proceed with the transactions contemplated hereby are subject to the satisfaction of the following conditions unless waived in writing by XXXXX:
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligations of Xxxxx to consummate the Share Exchange are subject to satisfaction of the following conditions on or before the Closing Date:
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. Xxxxx' obligations under this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived at the option of Xxxxx:
(a) There shall have been no material breach by the Purchasers or L-P Canada in the performance of any of their covenants.
(b) The representations and warranties of the Purchasers and L-P Canada contained or referred to in this Agreement shall be true and correct in all material respects on the Closing Date as if made on the Closing Date.
(c) All corporate action necessary to authorize the execution, delivery and performance of this Agreement by the Purchasers and L-P Canada and the consummation of the transactions contemplated shall have been duly and validly taken.
(d) All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Xxxxx' Solicitors.
(e) The Purchasers and L-P Canada shall have furnished Xxxxx with all documents and other items required under Sections 18.3, 18.4 and 18.5 together with such other and further documents and certificates, including certificates of the Purchasers' or L-P Canada's officers and others, as Xxxxx shall reasonably request in light of customary practice in transactions of this kind to evidence compliance with the conditions in this Agreement.
(f) L-P Engineered Wood shall have offered employment to salaried employees of Xxxxx and shall assume the obligations and liabilities of Xxxxx in respect of disability, salary and other benefits to the specified individuals in accordance with Section 13.5.
(g) Other than requirements imposed on Xxxxx to fulfil obligations of Xxxxx existing as at the date of this Agreement, no requirements imposed by the Minister of Forests for British Columbia as a condition of his or her consenting to the transfer of the Forest Tenures to L-P Engineered Wood to the extent that they directly affect Xxxxx, shall, in Xxxxx' opinion, acting reasonably, have a Material Adverse Effect.
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligations of XXXXX to Close this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by XXXXX:
A. All representations and warranties made in this Agreement by NFLA shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and NFLA shall not have violated or shall not have failed to perform in accordance with any covenant contained in this Agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. XXX AND AAC The obligations of Xxxxx.xxx and AAC to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions, unless expressly waived in writing by Xxxxx.xxx and AAC:
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The -------------------------------------------- obligations of Xxxxx under this Agreement are subject, at the option of Xxxxx, to the satisfaction at or prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligation of Xxxxx to consummate the Contemplated Transactions is subject to the satisfaction by State Street and/or Wellspring, as the case may be, prior to or at the Closing of each of the conditions listed in this Section 5.2 (any or all of which may be waived by Xxxxx) and none of the Contemplated Transactions shall occur unless all such transactions occur. 5.
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. The obligations of Xxxxx at the Closing are subject to the following conditions (any or all of which may be waived by Xxxxx):
(a) The representations and warranties of Encore contained in this Agreement will be true and correct in all material respects at the date of the Closing with the same effect as though made at that date, and Encore will have delivered to Xxxxx a certificate dated that date and signed by the Chairman of the Board, the President or a Vice President of Encore to that effect.
(b) Encore will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled at or prior to the Closing.
(c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains Encore from completing the transactions which are the subject of this Agreement.
(d) Xxxxx will have received an opinion of Xxxxxx, Hall & Xxxxxxx, counsel to Encore, substantially in the form of EXHIBIT 5.2-D.
(e) Xxxxx will have received an opinion of Xxxx X. Xxxxxxxx, Esq., General Counsel of Encore, substantially in the form of EXHIBIT 5.2-E.
(f) The consents of third parties listed on EXHIBIT 3.2-B shall have been obtained and shall be in form and substance satisfactory to Xxxxx.
(g) Xxxxx will have received a certificate dated the Closing Date and signed by the Chairman of the Board of Encore setting forth the most recent date on which documentation was deposited with the Escrow Agent under the Escrow Agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. A. The obligation of Xxxxx to purchase all of the outstanding shares of ESI pursuant to the terms of this Agreement shall be subject to the fulfillment at or prior to the Time of Closing of each of the following precedent conditions:
1. All representations and warranties of Sellers contained in this Agreement shall be true and correct at and as of the Closing, with the same force and effect as though made at and as of the Closing, except for changes contemplated or permitted by this Agreement.
2. Sellers shall have fully performed and complied with all of the obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing.
3. Upon demand, ESI, its officers, directors and shareholders shall each have delivered to Buyer their respective certificate, dated the day of the Closing, as to the fulfillment of the conditions set forth in the two preceding sub-paragraphs.
4. Upon its demand, Buyer shall have received a favorable opinion from legal counsel for Sellers, dated the day of Closing, in form and substance satisfactory to counsel for Buyer, to the effect that (based upon review by Seller's counsel of corporate records and documents necessary to enable Seller's counsel to render said opinion):
a. ESI is a corporation duly organized and legally existing in good standing under the laws of the State of California, has full corporate power to own its properties and conduct its business as now being conducted; and the business carried on by ESI is not such as to require that it be qualified to transact business as a foreign corporation in any jurisdiction other than in the State of California, wherein it is duly qualified as of the Closing;
b. To the best knowledge and belief of said counsel, this Agreement has been duly and legally executed and delivered by Sellers and is the valid and binding agreement of Sellers which is fully enforceable in accordance with all of its terms and conditions; this Agreement has been duly authorized by resolutions of ESI's shareholders, which resolutions were validly adopted by unanimous written consent of the Shareholders at which no less than seventy-five percent of all shareholders voted to adopt and approve of the execution of this Agreement by such shareholders, and the full performance of all of Seller's obligations and undertakings hereunder;
c. Said counsel does not know, and has no reason to believe that any suit, proceeding or investigation is pending, threatened ag...
CONDITIONS PRECEDENT TO OBLIGATIONS OF XXXXX. AND SPITTS
6.01 Accuracy of Representations and Performance of Covenants 17 6.02 No Governmental Prohibition 17 6.03 Consents 18 6.04 Other Items 18 6.05 Approval by Oxford Shareholders
