Conditions Precedent to Performance a. Buyer's obligation to purchase the Assets under this Agreement is subject to satisfaction, on or before the Closing Date, of all the following conditions, unless waived by Buyer:
(i) Seller shall obtain Landlord's written consent permitting Seller and Buyer to enter into the Sublease in the form attached as Exhibit B.
(ii) The ABC shall issue a Temporary Permit to Buyer permitting the continued sale of liquor at the Premises after the Closing Date.
(iii) All requirements of the Bulk Sales Law have been complied with through the Assets Escrow Holder.
(iv) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed Sublease in the form of Exhibit B attached hereto.
(v) On or prior to the Closing, Seller shall deposit into the Assets Escrow a duly and validly executed "Xxxx of Sale," in the form of Exhibit C attached hereto.
(vi) During the period from the Effective Date to the Closing Date, Seller shall not suffer any material loss or damage to the Tangible Assets, whether or not insured, that would materially affect Buyer's use of the Tangible Assets in Buyer's judgment.
(vii) During the period from the Effective Date to the Closing Date, Seller shall continue to operate the Business in the ordinary course and in the same manner as Seller has operated the Business before the Effective Date, including, without limitation, maintaining, repairing and insuring the Tangible Assets to prevent any deterioration in their condition, ordinary wear and wear excepted, and performing all duties required by Applicable Law to maintain the ABC License in good standing.
(viii) No action, suit or proceeding before any Governmental Authority pertaining to the Assets or the ABC License shall be instituted or threatened on or before the Closing Date.
(ix) All necessary agreements and consents of any other parties, in addition to the Landlord and the ABC, to the consummation of the transactions contemplated by this Agreement and the ABC Agreement shall be obtained by Seller and delivered to Buyer through the Assets Escrow Holder.
(x) Seller shall perform, satisfy and comply with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date, including, without limitation, access to the Premises during normal working hours to inspect the Tangible Assets.
(xi) All representations and warranties by Seller shall be true and correct on and as of the Closing Date as...
Conditions Precedent to Performance. INTENTIONALLY DELETED
Conditions Precedent to Performance. This Agreement, and any performance hereunder, is specifically subject to, as the following express conditions precedent,
a. The Buyer and Seller shall have received all permits, authorizations, regulatory approvals and third party consents necessary for the consummation of the acquisition, and all applicable legal requirements shall have been satisfied.
a. All of Seller's shareholders shall have approved this Agreement. Buyer and Seller shall have the corporate authority to enter into this Agreement.
Conditions Precedent to Performance. BY THE SELLER
Conditions Precedent to Performance. BY SELLER Section 9.01.
Conditions Precedent to Performance. BY BUYER Section 10.01. Representations and Warranties of Seller ..................................................66 Section 10.02. Performance of the Obligations of Seller ...................................................66 Section 10.03. Seller’s Officer’s Certificate ......................................................................66 Section 10.04. Certificate of Status....................................................................................66
Conditions Precedent to Performance. The Parties’ obligations under this Agreement (except as contemplated in Section 12.10) are subject to satisfaction or waiver of the following:
(a) the Carrier’s receipt and acceptance of Regulatory Approval, as contemplated in Section 4.1, in form and substance satisfactory to the Carrier in the Carrier’s sole discretion, not later than that day which is fifteen months from the date on which the application has been filed with the NEB to obtain Regulatory Approval; and
(b) the receipt by the Shipper of all necessary corporate, partnership or similar approvals.
Conditions Precedent to Performance. In addition to any other conditions contained in this Agreement, the obligation of the parties to consummate the sale contemplated by this Agreement is subject to the fulfillment, on or prior to the closing date, of the following conditions:
(a) Each of the representations or warranties of the parties shall be true and correct as though made again as of the closing date of this Agreement and no representations or warranties shall have been violated or breached prior to closing;
(b) The parties shall perform and comply with all agreements and conditions required to be performed or complied with as of the date of closing;
(c) There shall be no material adverse change in the Property, excepting normal wear and tear; and
(d) No action or proceeding to restrain, prohibit, or declare illegal the transactions contemplated hereby shall be pending or threatened, nor shall any order restraining or prohibiting the transactions contemplated hereby have been issued by any public authority, governmental agency, or court, nor shall any attachments, garnishments, levies, liens, or other litigation have been filed or be in effect regarding the transactions contemplated by this Agreement or the Property. If such conditions are not satisfied or waived in writing by the Purchasers by the date set for closing, the Purchasers may terminate this Agreement or alternatively, the Purchasers at its discretion may set extend closing to a mutually agreed upon date so as to provide the Seller with an additional opportunity to satisfy such conditions. In the event this Agreement is terminated, neither party shall have further liability or responsibility, except as expressly provided herein.
Conditions Precedent to Performance. The obligations of the parties under this agreement do not become binding until each of the following conditions is satisfied:
(a) The Listing Market Operator and ASX Settlement each has received (and each has notified the other party that it has received) all regulatory approvals needed to operate in the manner contemplated by this agreement, including any approvals required from the Minister (including any variations to the Listing Market Operator’s market licence or ASX Settlement’s CS facility licence), ASIC or RBA (including any approvals required under the Payment Systems and Netting Xxx 0000 (Cth)).
(b) Amendments to the ASX Settlement Operating Rules and Listing Market Operator Rules needed for ASX Settlement and the Listing Market Operator to operate in the manner contemplated by this agreement become effective. The parties each agree to use their best endeavours to achieve the completion of each aspect of the conditions precedent which are within their respective control.
Conditions Precedent to Performance
