Conditions Precedent to the Obligations of the Seller. The obligations of the Seller to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by the Seller):
Conditions Precedent to the Obligations of the Seller. Each and every obligation of the Seller under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of the Seller. All obligations of the Seller 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; any one of which may be waived at Closing by the Seller or, upon agreement of the parties, be tendered as a post Closing delivery at such times agreed to by the parties:
(a) The representations and warranties by or on behalf of PNG contained in this Agreement or in any certificate or document delivered by PNG pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time.
(b) PNG shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by it prior to or at the Closing, including, without limitation, all of the covenants and agreements of PNG to Seller set forth in Section 5.6 of this Agreement.
(c) On the Closing Date, an executive officer of PNG shall have delivered to the Seller a certificate, duly executed by such Person and certifying that to the best of such Person’s knowledge and belief, the representations and warranties of PNG set forth in this Agreement are true and correct.
(d) On or before the Closing, the Board of Directors of PNG shall have approved, in accordance with Nevada Revised Statutes, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable PNG to comply with the terms of the Agreement.
(e) At the Closing, all instruments and documents delivered to the Seller pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for the Seller.
(f) The Exchange Shares will be duly authorized, validly issued, fully paid and non-assessable under the Nevada General Corporation Law and will be issued in a non-public offering and exempt merger transaction in compliance with all federal and state securities laws, bearing a restrictive legend, as is more fully set forth herein.
(g) PNG shall have issued to the Seller the PNG Common Stock comprising the Exchange Shares, provided that any or all of such shares may be held back in escrow for the Seller pending satisfaction of any post closing delivery requirements.
(h) PNG shall ...
Conditions Precedent to the Obligations of the Seller. The obligations of the Seller with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of each of the conditions set forth in this Article VIII.
Conditions Precedent to the Obligations of the Seller. All ------------------------------------------------------------ obligations of the Seller under this Agreement are subject to the following conditions (any of which can be waived by the Seller):
Conditions Precedent to the Obligations of the Seller. The obligation of the Seller to enter into and complete the Closing 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 the Seller.
Conditions Precedent to the Obligations of the Seller. Each and every obligation of the Seller to consummate the transactions described in this Agreement and any and all liability of the Seller to AHI and the Purchaser under this Agreement shall be subject to the fulfillment on or before the Closing Date of the following conditions precedent or the waiver thereof by the Seller:
Conditions Precedent to the Obligations of the Seller. The obligations of the Seller under this Agreement to consummate the Asset Purchase shall be subject to the satisfaction or fulfillment on or before the Closing Date of the following conditions, any one or more of which may be waived only in writing by the Seller.
Conditions Precedent to the Obligations of the Seller. The obligation of the Seller to consummate the transactions described in this Agreement and any and all liability of the Seller to the Purchaser shall be subject to the fulfillment on or before the Closing Date of the following conditions precedent, each of which may be waived in writing by the Seller in its sole respective discretion:
Conditions Precedent to the Obligations of the Seller. The obligation of the Seller to sell and deliver the SPV Shares to the Buyer is subject to the satisfaction or waiver of the following conditions, which conditions are intended wholly for the benefit of the Seller:
