Conditions Precedent to Purchaser’s Performance. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by Purchaser:
Conditions Precedent to Purchaser’s Performance. The obligations of Purchaser to purchase the Assets under this Agreement are subject to the satisfaction, at or before the closing, of all the conditions set out below in this Article. Purchaser may waive any or all of these conditions, in whole or in part, without prior notice; provided however, that no such waiver of a condition shall constitute a waiver by Purchaser of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties, or covenants under this Agreement.
Conditions Precedent to Purchaser’s Performance. The obligation of Purchaser to close the transaction described in this Agreement shall be subject to the following conditions precedent:
(a) All the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and on the Closing Date, and Seller shall have complied with all covenants and agreements of Seller set forth herein in all material respects.
(b) Seller shall have tendered performance of all of its obligations required by this Agreement.
(c) Neither the Seller nor any of the Property shall be subject to any pending bankruptcy proceeding or similar proceeding at Closing; and In the event that any of the above conditions are not satisfied or waived in writing by Purchaser prior to the Closing, Purchaser may terminate this Agreement by delivery of written notice to Seller on or before the Closing Date. In the event of termination pursuant to this section, the Xxxxxxx Money shall be immediately refunded to Purchaser free of any claims by Seller.
Conditions Precedent to Purchaser’s Performance. (a) Purchaser’s obligations hereunder, including the obligation to purchase and pay for the Premises, are subject to the satisfaction of the following conditions, any of which may be waived by Purchaser, but only in a writing signed by Purchaser:
(i) All of Seller’s representations and warranties being true and correct as of the Closing Date;
(ii) no material adverse changes in the physical condition of the Premises or the results of operations thereof shall have occurred and the Premises shall be in the same condition at the Closing as of the Effective Date, ordinary and reasonable wear and tear excepted;
(iii) no portion of the Premises shall have been condemned or sold in lieu thereof or be the subject of any pending or threatening condemnation proceeding or subject to any pending or threatening legislation, regulation, rezoning or zoning amendment, moratorium or referendum; and
(iv) Seller shall have performed all of the obligations required by this Agreement to be performed by Seller and all of the obligations required by a Purchase and Sale Agreement of even or near date between Seller and 000 Xxxx Xxxxxx, XXX, pertaining to certain property owned by Seller and located at or about 000 Xxxx Xxxxxx in Paris, Maine, and such agreement shall not have been terminated.
(b) If any of the conditions set forth above are, in Purchaser’s sole discretion, not satisfied, Purchaser may, by giving written notice to Seller on or before the Closing Date, elect (i) to waive such condition and proceed with the Closing or (ii) to terminate this Agreement. The foregoing notwithstanding, if such contingency is not satisfied and such dissatisfaction arises as a result of any act or omission of Seller in violation of this Agreement, Purchaser may exercise all remedies available to it, in law or in equity, against Seller for breach of this Agreement.
Conditions Precedent to Purchaser’s Performance. The obligations of the Purchaser to consummate the purchase of the Assets from Seller contemplated by this Agreement under this Agreement are subject to the satisfaction of all the conditions set out in this Section 6.02. The Purchaser may waive any or all of these conditions in whole or in part without prior notice, provided, however, that no such waiver of a condition shall constitute a waiver by the Purchaser of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties or covenants under this Agreement:
(a) all representations by the Seller contained in this Agreement, or in any written statement delivered to Purchaser pursuant to the Agreement, shall be true on and as of the date of this Agreement and the Closing;
(b) the Seller shall have performed all covenants and agreements and satisfied all conditions required by this Agreement to be performed, complied with or satisfied;
(c) the Seller shall have timely delivered to the Purchaser all schedules, documents, instruments, licenses and agreements required under this Agreement;
(d) Seller shall have executed and delivered to Purchaser, all transfer documents, instruments and other closing deliveries contemplated by Section 1.06 hereof;
(e) Seller shall have furnished a certificate, executed on behalf of Seller, confirming the matters expressed in Sections 6.02(a), (b), (c) and (d) hereof;
(f) Each Seller Entity shall have furnished to Purchaser (i) certificates of the secretary of state of the state in which each is incorporated, dated as of a date nor more than five (5) business days prior to the Closing Date, attesting to the due incorporation, existence and good standing of each such Seller Entity, (ii) copies, certified by the Secretary of State of the state in which each is incorporated, dated as of a date not more than five (5) business days prior to the Closing Date, of each Seller Entity’s Articles or Certificate of Incorporation together with all amendments, (iii) copies, certified by the Secretaries of each Seller Entity, of the Bylaws of each Seller Entity, each as amended and in effect as of the Closing Date, (iv) copies, certified by the Secretaries of each Seller Entity, of resolutions duly adopted by the Board of Directors of each Seller Entity duly authorizing the transactions contemplated by this Agreement, and (v) a copy, certified by the Secretary of RGA, of the RGA Stockholder Consent;
(g) HSOA shall have ob...
Conditions Precedent to Purchaser’s Performance. The Purchaser's obligations hereunder shall be subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Article VII. The Purchaser may waive any or all of these conditions in whole or in part without prior notice; so long as such waiver is in writing; and provided, however, that no such waiver of a condition shall constitute a waiver by the Purchaser of any other condition of or any of the Purchaser's rights or remedies at law or in equity, if Seller shall be in default of any of its representations, warranties, or covenants under this Agreement.
Conditions Precedent to Purchaser’s Performance. Purchaser’s obligation to purchase the Property is subject to the satisfaction or written waiver of all conditions set forth below (which are for Purchaser’s benefit) within the time periods specified, or if no time period is specified, by the Closing Date.
Conditions Precedent to Purchaser’s Performance. The performance of obligations of Purchaser under this Agreement are subject to each, every and all of the following conditions:
A. Seller shall have performed and complied with all material agreements and conditions required by this Agreement to be performed and complied with by it;
B. The representations and warranties of Seller set forth in Section 11 hereof are, in all material respects, true and correct as of the Closing Date;
Conditions Precedent to Purchaser’s Performance. The obligation of the Purchaser to consummate the Merger is subject to the satisfaction, at or before the Closing, of all the conditions set out below. The Purchaser may waive any or all of these conditions in whole or in part without prior notice.
Conditions Precedent to Purchaser’s Performance. The obligations of Purchaser to purchase the Units, the Business Intellectual Property and the Subsidiary Interests under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below. Purchaser may waive any or all of these conditions in whole or in part upon written notice to Seller.
