CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. TO CLOSE The obligations of ----------------------------------------------------- Ashford and Harry's to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions, unless waived in whole or in part by the parties.
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. The obligation of the parties to effect the Merger contemplated by the Agreement shall be subject to the satisfaction or waiver of each of the following conditions on or before the Effective Date:
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. All obligations of each Party hereunder to execute the agreements referred to in Section 12.2 and otherwise take the action necessary to consummate the Closing, are subject to the pertinent fulfillment, prior to or at the Closing, of each of the following conditions:
(a) All actions, proceedings, instruments, opinions and documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be reasonably satisfactory to legal counsel to the Parties respectively.
(b) All the terms, covenants and conditions of this Agreement and the Ancillary Agreements to be complied with and performed by the other Party prior to or at the Closing shall have been complied with and performed in all material respects (with the right of the Party in compliance with such terms, covenants and conditions to waive the non-compliance by the other Party).
(c) No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have been instituted or threatened to restrain, prohibit or invalidate any of the transactions contemplated by this Agreement or any Ancillary Agreements.
(d) All governmental approvals, permits, licenses, authorizations and clearances required for the performance by each Party of this Agreement, including the execution and delivery of the Ancillary Agreements, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, by either Party shall have been obtained, and all filings and other formalities in connection therewith shall have been completed.
(e) All consents and approvals of third parties required for the performance by each Party of this Agreement, including the execution and delivery of the Ancillary Agreements, assignment of contracts to the Company, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, shall have been obtained. Neither Party shall deliberately cause any condition set forth in this Section 12.3 not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing takes plac...
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. 9.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of Encad, Kodak and Sub to effect the Merger are subject to the satisfaction prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. Section 4.1.1 Subject to the terms and conditions of this Agreement, and unless waived by System Owner, System Owner’s obligations under this Agreement is to install and operate the System and otherwise perform its obligations conditioned upon the satisfaction of the following conditions (“Conditions Precedent”) on or before December 31, 2018, (the “Commercial Operation Deadline”):
(a) All Permits shall have been obtained and any required regulatory approval relating to the System shall have occurred;
(b) All necessary governmental filings or applications for Environmental Financial Incentives and Tax Benefits relating to the operation of the System shall have been completed and approved as applicable;
(c) System Owner shall have received all third-party consents necessary to perform its obligations hereunder;
(d) System Owner shall have obtained third-party financing or adequate appropriations from its governing body for development and construction of the System on terms and conditions satisfactory to System Owner, in its sole discretion;
(e) System Owner and Purchaser shall have entered into the Interconnection Agreement, and such Interconnection Agreement shall provide for the installation and energization of the interconnection facilities and within a time that will permit System Owner to complete the System on or before the Commercial Operation Deadline;
(f) System Owner shall have entered into binding contract(s) with a Contractor for installation of the System.
Section 4.1.2 System Owner may waive any of the foregoing Conditions Precedent in its sole discretion by providing written notice thereof to Purchaser at least 30 days before the Commercial Operation Deadline.
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. 16 5.01.Conditions Precedent to WAC's Obligations..............................16 (a)Accuracy of Representations and Warranties...............................16 (b)
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. The Parties' respective obligations to consummate this transaction shall be subject to fulfillment on or before the Closing Date of each of the following conditions, unless waived in writing by the party for whose benefit such condition exists.
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. The obligations of Buyer and the Company under this Agreement are expressly subject to the fulfillment or express written waiver by the Buyer and the Company (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement) of the following conditions at the Closing:
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. Each and every obligation of the Parties under this Agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions precedent:
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS. 8.1 Conditions to Each Party’s Obligation to Effect the Merger.
