Conditions Precedent to Performance by Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which may be waived by Seller, in its sole discretion:
Conditions Precedent to Performance by Seller. Subject to the terms and conditions of this Agreement, and unless waived by Seller in its sole discretion, Seller’s obligation to perform under this Agreement shall be conditioned upon each of (a) the achievement of the Commercial Operation Date of the System (as defined in the System PPA) as determined by Seller in its sole discretion, and (b) payment by the Regional Partners of the XXXX Xxxxx Amount to System Owner.
Conditions Precedent to Performance by Seller. The obligation of the Seller to consummate the sale contemplated by this Agreement is subject to the fulfillment, prior to Closing, of the following conditions, which Seller may waive in writing:
A. Each of the representations, covenants, and warranties of Buyer shall be true and correct as though made again as of the Closing, and no representation, covenant, or warranty shall be violated or breached by Buyer prior to the Closing Date.
B. Buyer shall have performed and complied with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Buyer as of the Closing Date.
Conditions Precedent to Performance by Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which may be waived by Seller in its sole discretion:
(a) All representations and warranties made by Buyer in this Agreement or the Related Agreements shall be true and correct in all material respects on the date of this Agreement and on and as of the Closing Date (except to the extent that any such representation and warranty is made as of a specified date, in which case such representation and warranty shall be made only as of such specified date), and the covenants and agreements of Buyer to be performed on or before the Closing Date shall have been duly performed in all material respects in accordance with this Agreement, and Seller shall have received a certificate, dated the Closing Date and signed by an officer of Buyer, to that effect.
Conditions Precedent to Performance by Seller. The obligation of BUYER hereunder to acquire the Membership Interest pursuant to this Agreement is subject to the satisfaction at or prior to the Closing of all of the following conditions:
(a) SELLER shall have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with at or before the Closing.
(b) All representations and warranties of SELLER contained in this Agreement shall be true and correct at and as of the Closing, with the same force and effect as if such representations and warranties had been made as of the Closing.
Conditions Precedent to Performance by Seller. Seller’s obligation to consummate the transactions contemplated herein is expressly subject to Buyer having duly performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it before or at Closing.
Conditions Precedent to Performance by Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any one or more of which may be waived in writing by Seller in its sole discretion:
(a) All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date as if again made by Buyer on and as of such date (or, if made as of a specific date, at and as of such date).
(b) Buyer shall have performed in all material respects the material obligations (except with respect to the obligation to pay the Estimated Cash Purchase Price), in accordance with the terms of this Agreement, which obligations shall be performed in all respects as required under this Agreement), and complied in all material respects with the material agreements and covenants, required to be performed by or complied with by it under this Agreement at or prior to the Closing Date.
(c) Buyer shall have delivered, and Seller shall have received, all of the items set forth in Section 3.3 of this Agreement.
(d) Seller shall have received evidence of the termination of the Support Obligations in accordance with Section 7.4.
Conditions Precedent to Performance by Seller. (a) Without limitation upon the conditions set forth in Section 6(b)(ii) hereof, Seller's obligations under this Agreement shall be contingent and specifically conditioned upon the following:
(i) Purchaser shall have, in all material respects, delivered, performed, observed, and complied with all of the items, instruments, documents, covenants, agreements, and conditions required by this Agreement to be delivered, performed, observed, and complied with by Purchaser prior to or as of the Closing.
(ii) The representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects on the date hereof and as though made at and as of the Closing Date, except as otherwise contemplated by this Agreement or consented to in writing by the Seller (it being understood that representations and warranties that speak as of a specified date shall continue to speak as of the date so specified).
(b) In the event that any of the conditions described in Section 8(a) hereof have not been satisfied by the Closing Date, Seller shall have the option, at any time on or before the Closing, to either (i) terminate this Agreement whereupon neither party shall have any further right or obligations hereunder other than the Survival Obligations, or (ii) waive such condition and close the sale of the Loan in accordance with the terms hereof.
Conditions Precedent to Performance by Seller. Without limitation upon the conditions set forth in Section 5(b) hereof, Seller’s obligations under this Agreement shall be contingent and specifically conditioned upon the following:
(i) Purchaser shall have, in all material respects, delivered, performed, observed, and complied with all of the items, instruments, documents, covenants, agreements, and conditions required by this Agreement to be delivered, performed, observed, and complied with by Purchaser prior to or as of the Closing.
(ii) The representations and warranties made by Purchaser in paragraph 9(a) of this Agreement shall be true and correct in all material respects on the date hereof and as though made at and as of the Closing Date.
Conditions Precedent to Performance by Seller. The obligation of Seller to consummate the sale contemplated by this Agreement shall be subject to the fulfillment of the following conditions before the closing. Seller may waive these conditions in writing.
a. Each of Buyer’s warranties shall be true as though made again on the closing date, and no warranty shall be breached before the closing.
b. Buyer shall perform and comply with all its obligations under this Agreement before the date of or at the closing.