CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the obligation of the Purchaser to complete the purchase of the Xxxxxx Shares hereunder is subject to the following conditions:
(a) the representations and warranties of the Vendors contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;
(b) all of the covenants, agreements and deliveries of the Vendors to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed;
(c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser;
(d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing:
(i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances;
(ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation;
(e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and
(f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assets.
9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligation of Purchaser to perform its obligations hereunder at and after the Closing is subject to the satisfaction or written waiver, at or before the Closing, of all of the following conditions:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligation of the Purchaser to consummate the transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in writing:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. Purchaser’s obligations to consummate the Transactions shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived, at Purchaser’s sole discretion, in writing by Purchaser:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligations of Purchaser to purchase the Units and to consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. Notwithstanding any other provision of this Agreement to the contrary, Purchaser's obligations hereunder are subject to, and Purchaser shall have no obligation to consummate the transactions contemplated hereunder unless all of the following conditions are satisfied (provided that any of the same may be waived in writing by Purchaser). Unless otherwise expressly provided elsewhere in this Agreement, no failure of any of the following conditions shall constitute a breach or default hereunder on the part of the Seller.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. Section 7(g) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligations of Purchaser to consummate the transactions contemplated in this Agreement as the Closing is subject to the satisfaction of all of the following conditions, any of which may be waived (but only in writing) by Purchaser:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligations of Purchaser under this Agreement are subject to satisfaction or written waiver of Purchaser of each of the following conditions or requirements on or before the Closing:
(a) Seller’s warranties and representations under this Agreement shall be true and correct in all material respects, and Seller shall not be in default thereunder.
(b) The obligations of Seller contained in this Agreement shall have been performed in all material respects.
(c) The Owner’s Policy or a pro forma shall have been issued, subject only to Permitted Encumbrances.
(d) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed by, observed and complied with on its part either on or prior to the Closing Date.
(e) The physical condition of the Property shall have not materially changed since the expiration of the Approval Period subject to Section 7.2 herein.
(f) Seller shall have received the Required Estoppels pursuant to Section 4.8(a) herein. In the event that all of the foregoing conditions of this Section 6.8 are not satisfied in all material respects unless otherwise waived by Purchaser, and Seller does not request an adjournment of the Closing, on or before the Closing Date, which adjournment shall not exceed ten (10) days, and Purchaser elects in writing to terminate this Agreement, then the Xxxxxxx Money shall be delivered to Purchaser by Title Company and, upon receipt thereof by Purchaser, neither party shall have any further claim against the other by reason of this Agreement, except as otherwise specifically provided herein.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. The obligation of Purchaser to consummate the transactions contemplated in this Agreement at the Closing is subject to the satisfaction of all of the following conditions, any of which may be waived (but only in writing) by Purchaser:
(a) Representations and Warranties of Seller. Seller's representations and warranties set forth in Section 4 hereof shall be true and correct when made and at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such date.
