CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:
A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A;
B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B;
C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement;
D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met.
E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser;
F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C;
G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller;
H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and
I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to purchase the Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by Purchaser in Purchaser’s sole and absolute subjective discretion:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser under this Agreement with respect to the purchase and sale of the Purchased Assets shall be subject to the fulfillment on or prior to the Closing of each of the following conditions, any of which may be waived in writing by Purchaser (provided that if any condition shall not have been satisfied due to the actions or inaction of Purchaser or any of its Affiliates that constitutes a breach of this Agreement, such condition shall be deemed to have been satisfied or waived by Purchaser):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares and to perform its other obligations under this Agreement at the Closing shall be subject to the satisfaction of each and every of the following conditions precedent (or waiver thereof by the Purchaser) on or prior to the Closing Date:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. PURCHASER’S obligation to Close is subject to the satisfaction, in all material aspects, or waiver by PURCHASER, of the following conditions (the “Conditions Precedent to Purchaser’s Obligation to Close”):
(a) No ruling of a court or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing.
(b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the company, as well as the recording of PURCHASER in each shareholders registry ledger.
(c) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASER:
(i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016.
(ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX.
(iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever.
(iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties.
(v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or consti...
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to consummate the Transactions contemplated by this Agreement shall be conditioned upon the satisfaction or fulfillment, at or prior to the Closing, of the following conditions, unless waived in writing by Purchaser:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. 58 60 The Purchasers' obligation to pay the Consideration and to take the other actions required to be taken by the Purchasers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchasers, in whole or in part):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to purchase the Sale Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 11.10):
5.1 Satisfactory Completion of Pre-Acquisition Review The Purchaser shall have satisfactorily completed its pre-acquisition investigation and review of the Company's business, condition, assets, liabilities, operations, financial performance, net income, prospects and regulatory matters and shall be satisfied with the results of that investigation and review.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser's obligation to close under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.
1.1 All of the documents required to be delivered by Seller to Purchaser at Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser; 9.
