CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER Sample Clauses
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 21
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. 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- -------------
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...
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. AND CMG TO CLOSE The obligations of Buyer and CMG to enter into and complete the Closing is subject, at the option of Buyer acting in accordance with the provisions of this Agreement with respect to termination hereof, to the fulfillment of the following conditions, each of which is for the exclusive benefit of Buyer and not of any of the Stockholders and any one or more of which may be waived by Buyer alone:
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. TO CLOSE 6
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER. AND THE SELLING ENTITIES 74
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: