CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to effectuate the Closing is subject to the fulfillment, prior to the date of Closing, of each of the following conditions (any one or more of which may be waived by the Buyer unless such condition is a requirement of law).
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligation of the Buyer to purchase the Shares and to consummate the other transactions contemplated hereby is subject to the satisfaction, or waiver by the Buyer, on or prior to the Closing Date of each of the following conditions:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the Closing under this Agreement are subject to the satisfaction in all material respects of each of the following conditions, unless waived by the Buyer:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. All of the agreements and obligations of the Buyer under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived, in whole or in part, in writing by the Buyer:
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer with respect to actions to be taken on the Closing Date are subject to the satisfaction by the County (as applicable) or waiver by the Buyer on or prior to the Closing Date of all of the conditions set forth in this Article IX.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate the transactions contemplated hereby and in the Operating Agreement is additionally subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:
(a) All representations and warranties of Hardy, the Company and the Seller contained herein shall be true and correct as of the Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
(b) Hardy and the Seller shall have performed in all material respects, all of their respective obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement.
(c) All consents, approvals and other actions by, all notices to any Person and all notices and all filings with all Governmental Authorities that are required to have been obtained, taken or made to consummate the transactions contemplated by this Agreement, the Operating Agreement and the Conversion shall have been obtained, undertaken or made, except for such consents, approvals, notices and filings, the failure to obtain which would not have a material adverse effect on the Company or the Hardy Brand after giving effect to the transactions contemplated hereby and by the Operating Agreement.
(d) Prior to the Closing, no event shall have occurred or failed to occur, which occurrence, or failure to occur, as the case may be, has had or is reasonably likely to have a material adverse effect on the Hardy Brand or any of the Existing Licenses.
(e) The Buyer shall have received satisfactory evidence of transfer of the Hardy Brand from Hardy Life to the Company.
(f) The Seller shall have delivered or cause to be delivered to the Buyer a duly executed certificate representing the Interest.
(g) Hardy shall have delivered or cause to be delivered, on his behalf and on behalf of the Seller, as applicable, to the Buyer a duly executed counterpart of the (i) Consulting Services Agreement, (ii) the Escrow Agreement (iii) the Pledge Agreement and (iv) all other Transaction Documents.
(h) Hardy shall have caused to be delivered the signature pages of the Seller and all signatories to the Operating Agreement, other than Iconix.
(i) Hardy shall have delivered or caused to be delivered to the Buyer evidence to the Buyer’s reasonable satisfaction of ...
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with Closing and perform its obligations under Section 3.2 are conditional upon and subject to the satisfaction, or the express written waiver by the Buyer, on or prior to the Long Stop Date of each of the following conditions:
(a) the Reorganization (which may be assisted by the Buyer as necessary) having been duly and timely completed in accordance with the Transaction Documents; and the Sellers having delivered to the Buyers a written certificate duly signed by an authorized officer of the Seller, dated as of the Closing Date, to the foregoing effect pursuant to Section 3.4(a);
(b) the Sellers having delivered to the Buyer an original counterpart (or certified true copy, if none of the Buyer or its Affiliates is a party to such agreement, document or instrument) of each of the execution versions of the Transaction Documents to which any of the Target Group Company is a party, duly executed by the Seller;
(c) the Sellers having delivered to Buyer 2013 audited report issued by qualified accounting firms designated by the Buyer;
(d) the purchase of the 50% of the equity interest in the Company by TNET from the Sellers having been duly completed in accordance with the Onshore SPA and TNET having been duly recorded by the relevant Governmental Authorities as the shareholder of the Company; and the Buyer has received from the competent Government Authority the Notice for Acceptance of the ISP Business License Change Filing under applicable administrative regulations;
(e) the Sellers having delivered to Buyer a power of attorney issued by Chengdu Everassion Equity Investment Fund Center (LP) authorizing CLOUD UP LIMITED to receive the purchase price on its behalf;
(f) all of the representations and warranties contained in Article V and Article VI being true, accurate and not misleading as of the date of this Agreement and/or as of the Closing Date (as applicable), except to the extent such representations and warranties are expressly stated as of a different point in time, in which case such representations and warranties being true, accurate and not misleading as of such other point in time; and each of the Sellers having delivered to the Buyer a written certificate duly signed by an authorized officer of such Seller, dated as of the Closing Date, to the foregoing effect;
(g) each of the Sellers and the Target Group Companies having performed and complied with all agreements, undertakings, obligations and covenants requ...
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the Closing under this Agreement are subject to the satisfaction in all material respects of each of the following conditions, unless waived by the Buyer:
a. Accuracy of Representations and Warranties. Except for such changes as are permitted pursuant to Section 3.4 of this Agreement, the representations and warranties of the Shareholders and the Company contained in this Agreement, in the Shareholders Disclosure Schedule, the Company Disclosure Schedule and in each closing certificate and document delivered to Buyer by the Company or the Shareholders pursuant hereto shall be correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date, other than such representations and warranties as are specifically made as of another date which shall be correct at and as of such other date; and the Shareholders and the Company shall each have delivered to Buyer a certificate to that effect.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. All obligations of the Buyer under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions, which conditions may be waived only by the Buyer.
(a) The representations and warranties of the Seller herein contained shall be true and correct as of the date hereof.
(b) The Seller shall have performed or complied with all the obligations, agreements and covenants herein contained to be performed by them prior to or as of the Closing Date.
(c) The Buyer shall have received a certificate from the Seller as to compliance with paragraphs (a) and (b) of this Section 10.
(d) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced or threatened, and no investigation by any governmental or regulatory authority shall have been commenced or threatened, seeking to restrain, prevent or change the transactions contemplated hereby or seeking judgments against the Seller or the Buyer awarding substantial damages in respect of the transactions contemplated hereby.
(e) All deliveries required to be made under this Agreement to the Buyer on or before the Closing Date shall have been received by the Buyer.
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of the conditions set forth in this Section 8.
