CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The obligations of the Buyer under this Agreement are subject, at the Buyer's option, to the satisfaction on or prior to the Closing Date of each of the following express conditions precedent:
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. TO CLOSE 24
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The obligation of Buyer to enter into and complete the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any one or more of which may be waived by it:
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The obligation of Buyer to consummate the transactions provided for in this Agreement is subject to fulfillment of each of the following conditions:
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The obligation of Buyer to consummate the Closing shall be subject to the satisfaction prior to or (with respect to such conditions which by their nature may only be satisfied at the Closing) at the Closing, of each of the following conditions (or to a waiver thereof in a writing executed by Xxxxx):
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. Pursuant to Article 1353 of the Italian Civil Code, the obligation of Buyer to consummate the Closing pursuant to this Agreement is subject to the satisfaction (or waiver pursuant to Paragraph 7.5 (Waiver of the Conditions Precedent) below) of all of the following conditions precedent (in addition to those set forth in Paragraph 7.1 (Conditions Precedent to the Obligation of the Parties)) on or prior to the termination of this Agreement in accordance with Paragraph 7.3 (Termination or Abandonment) below:
(a) the Green Carve Out shall have been completed in accordance with the provisions of Paragraph 6.1 (Green Carve Out) above, and (b) the Violet Parties shall have delivered to Buyer a true and correct copy of resolutions of the board of directors of Green (approved with the favorable vote of at least 3 directors, which will meet the requisite majority of the board of directors of Green) (1) confirming that the Green Step Plan has been completed in accordance with its terms and (2) attaching a true and correct copy of the:
(1) de-merger plan (progetto di scissione) concerning the de-merger of Green contemplated in the Green Step Plan (the “Green De-Merger”) approved by the board of directors of Green and deposited with the competent Companies Register;
(2) resolution of the shareholders’ meeting of Green approving the Green De-Merger;
(3) de-merger deed (atto di scissione) effecting the Green De-Merger (the “Green De-Merger Deed”), together with evidence of the relevant filing with the competent Companies Register; in each case of clauses (1), (2) and (3), in accordance with the provisions of Paragraph 6.1 and in form and substance consistent with the relevant forms attached to the Green Step Plan;
(ii) the transactions contemplated by Paragraph 6.3 (Redemption of BL’s Green Share and transfer of French Subsidiary Shares) above shall have been completed in accordance with the terms thereof in all material respects;
(iii) the AV Assignment shall remain in full force and effect, and shall not have been amended in any manner whatsoever since the date of this Agreement;
(a) each of the AV Consultancy Agreement and JA Directorship Agreement shall have not been amended in any manner whatsoever since the date of this Agreement and (b) (I) the DV Employment Agreement shall be in full force and effect and shall have not been amended in any manner whatsoever since the date of this Agreement, and DV shall not have repudiated the DV Employment Agreement or ceased empl...
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. The obligations of Buyer to enter into and complete the transactions contemplated in this Agreement and the Transaction Documents are subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyer in its sole discretion:
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions:
i. Satisfactory completion of customary and normal due diligence by Buyer relating to the Company, the GP, the Subsidiaries and their respective assets;
ii. Settlement of the Xxxxxxx Lawsuit, identified on Schedule 2(l), by the Company and its Subsidiaries in a manner satisfactory to Buyer;
iii. Settlement of all outstanding claims Xxxx Xxxxxx has or may have against the Company in respect of a promissory note having an original stated principal amount of $500,000, as subsequently amended, including a full release by Xxxxxx of the Company from any indemnification obligations relating to Energy Spectrum, for a total amount not to exceed $200,000;
iv. Settlement of and/or the provision of adequate reserves or other adequate assurance by the Company and its Subsidiaries with respect to the Scheduled Litigation in a manner satisfactory to Buyer;
v. Sufficient progress by the Company, to the satisfaction of Buyer, with respect to a final determination from the United States Internal Revenue Service (the “IRS”) regarding the amount, and ultimate settlement, of (i) the Company’s and Regional’s unpaid taxes, and (ii) any penalties for non-filing of taxes owed by the Company, its Subsidiaries, or Regional (collectively, the “IRS Tax Liability”);
vi. The receipt of an assignment from JBR Capital Resources, Inc. (“JBR”) of its GP Interests to Buyer, to be held in escrow prior to Closing, subject only to the payment of $575,000 (the “JBR Settlement Amount”) due under that certain Confidential Settlement Agreement and General Release of Claims dated March 30, 2010 between Xxxxxx X. Xxxxxxx, JBR, Seller and the Company (the “Settlement Agreement”); said amount to be paid by the Company at Closing, out of the Purchase Price;
vii. An amendment to that certain Loan Agreement, dated July 26, 2007, as amended, between the Company, as borrower, and RZB Finance, LLC (“RZB”), as lender (the “Loan Agreement”), that is satisfactory to Buyer, related to restructuring of the current and expected increase to monthly amortization amounts thereunder to a level consistent with the Company’s financial ability to service and amortize the loan, along with an amendment to, or waiver by RZB of, any change of control provision contained in the Loan Agreement which would prohibit the consummation of the transactions contempl...
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CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. TO CLOSE -------------------------------------------------------- 5.1 Accuracy of Representations and Warranties..................... -36- ------------------------------------------ 5.2 Performance Of Covenants....................................... -36- ------------------------ 5.3 Certified Copy of Authorizing Resolutions...................... -36- ----------------------------------------- 5.4 No Material Adverse Change..................................... -36- -------------------------- 5.5 Governmental Permits and Approvals............................. -37- ---------------------------------- 5.6 Opinions of Counsel............................................ -37- ------------------- 5.7 No Litigation.................................................. -37- -------------
