Conditions Precedent to the Obligation of Buyer to Close. Buyer’s obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Buyer in writing:
Conditions Precedent to the Obligation of Buyer to Close. The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
(a) Seller shall have delivered to Buyer a fully executed Xxxx of Sale and such other documents and instruments of assignment, transfer, and conveyance as, in the opinion of Buyer’s counsel, are sufficient in form and substance to transfer all of the Assets and Warranties (as such term is defined in Section 3.1 (f) of Article III, below, to Buyer in accordance with the provisions of this Agreement and free and clear of all encumbrances;
(b) the Assets shall not have been, and shall not be threatened to be, damaged, modified or altered in any way, including, but not limited to, as a result of fire, explosion, disaster, accident, flood, vandalism, violence, terrorism or other casualty, ordinary wear and tear excepted;
(c) All approvals contemplated by Section 1.7 of Article I of this Agreement shall have been received, in form and substance satisfactory to Buyer in its sole discretion, and Seller shall have delivered resolutions of the Board of Directors (or equivalent managing body) of Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with a certificate of its Secretary or Assistant Secretary (or equivalent officer), certifying the adoption of those resolutions and the incumbency of the respective officers executing documents being delivered at or in connection with the Closing.
(d) Seller shall have delivered access to and possession of all of the Assets; and
(e) Seller shall have delivered to Buyer uninterrupted real property rights to support the installation and construction, operation, maintenance, repair and/or replacement of the Assets, which real property rights shall include (A) grant of perpetual easement rights from Seller to Buyer for all of Seller's fee-owned real property upon which certain of the Assets are or shall be located; (B) assignment of all of Seller's right, title and interest in, to and under each of those deeded easements obtained by Seller from third party fee-owners of real property upon which certain of the Assets are or shall be located; (C) assignment of all of Seller's right, title and interest in, to and under each of those easements obtained by Seller pursuant to its exercise of the right of eminent domain against third party fee-owners of real property upon which certain of the Asset...
Conditions Precedent to the Obligation of Buyer to Close. The obligation of Buyer to purchase the Containers pursuant to this Agreement is subject to the fulfillment on or prior to the Closing of the following conditions, any one or more of which may be waived by it; provided, however, that, to the extent that a condition waived would constitute a breach of a provision of this Agreement, the waiver of such condition shall, in addition, constitute a waiver of the breach of such provision:
Conditions Precedent to the Obligation of Buyer to Close. The obligation of each Buyer to complete the Closing, and the right for Seller to accept any purchase of Securities hereunder, is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the holders of a majority of the Securities sold hereunder, collectively, in writing:
Conditions Precedent to the Obligation of Buyer to Close. 7 8.01 Representations, Warranties and Covenants. 8
Conditions Precedent to the Obligation of Buyer to Close. The obligation of Company to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of each of the conditions set forth below (any of which may be waived by Buyer in whole or in part):
Conditions Precedent to the Obligation of Buyer to Close. The obligation of Buyer to enter into and complete the Closing is subject, at Buyer's option acting in accordance with the provisions of this Agreement with respect to the termination hereof, 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, to the extent permitted by law.
Conditions Precedent to the Obligation of Buyer to Close. Buyer’s obligation to consummate the Transactions is subject to the satisfaction or waiver, as of the Closing, of each of the following conditions; provided, however, that Buyer may not rely on the failure of any condition set forth in this Article X if such failure was caused by Buyer’s failure to comply with any provision of this Agreement or if such failure was caused by any action or failure to act by Seller at the direction of any Buyer Related Party:
Conditions Precedent to the Obligation of Buyer to Close. The obligation of Buyer to consummate its purchase of the Business Assets from Coronado under this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any one or more of which may be waived by Buyer in writing):
Conditions Precedent to the Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all the conditions set forth below in this Section. Buyer may waive any or all of such conditions in whole or in part without prior notice; provided, however, that no such waiver shall constitute a waiver by Buyer of any right or remedy otherwise available to Buyer, if Seller shall be in default of any of its representations, warranties or covenants contained in this Agreement.
