Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:
Conditions to Buyer’s Obligations. Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the date of Closing:
(a) Possession of the Property shall be delivered to Buyer free and clear of all tenancies and other occupancies except as provided in this Agreement;
(b) Seller shall deliver to Buyer on or before the Closing the items set forth in Section 10 above;
(c) Buyer shall receive from the Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions;
(d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and obligated to pay full and unabated rent under the Lease, and Tenant shall not be in default under the Lease;
(e) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing; and
(f) If applicable, Seller shall have delivered to Buyer a written waiver by Tenant of its right of first refusal under the Lease with respect to the acquisition of the Property by Buyer. If any of the conditions set forth in this Section 13 are not met at the time of Closing (as the same may be extended in accordance with this Agreement), then Buyer shall have the option (to be exercised in its sole discretion, but not later than the time scheduled for Closing, as so extended) either to (i) waive the requirement for satisfaction of the unsatisfied conditions and proceed to Closing without adjustment of the Purchase Price, or (ii) declare this Agreement termin...
Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon:
A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee);
B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;
C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;
D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;
E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;
F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;
G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;
H. Buyer shall have received such additional documents, certificates, pay...
Conditions to Buyer’s Obligations. The obligations of Buyer shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Buyer:
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction of each of the following conditions:
Conditions to Buyer’s Obligations. Buyer’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:
Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which may be waived by Buyer:
Conditions to Buyer’s Obligations. The obligations of ---------------------------------- Buyer to consummate the Transaction shall be subject to the satisfaction of each of the following conditions, any of which may be waived in writing by Buyer:
(i) For purposes of this Section 6.2(i), the accuracy of the representations and warranties of the Symphony Parties set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided that the representations and warranties that speak as of a specific date shall speak only as of such date). The representations and warranties set forth in Sections 2.3(a), 2.5, 2.7, 3.1 and 3.3(a) shall be true and correct. The representations and warranties of the Symphony Parties (including the representations and warranties set forth in Sections 2.3(a), 2.5, 2.7, 3.1 and 3.3(a)) shall be true and correct except for such inaccuracies which do not, and are not reasonably likely to, individually or in the aggregate, result in a Company Material Adverse Effect; provided, that for purposes of this sentence, those representations and warranties that are qualified by references to "material," "Company Material Adverse Effect" or variations thereof shall be deemed not to include such qualifications;
(ii) Each of the Symphony Parties, as applicable, shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing Date;
(iii) The Symphony Parties shall have delivered to Buyer a certificate, dated as of the Closing Date, signed on behalf of the Company by its Chief Executive Officer and Chief Operating Officer, signed on behalf of Parent and each of the Members by an appropriate officer and signed by each of the Company Principals confirming the satisfaction of the conditions contained in Section 6.2(i) and (ii);
(iv) Each of the Parent Agreements and each of the Employment Agreements shall be in full force and effect immediately upon the Closing and Buyer shall not be aware of any basis that would reasonably be expected to cause any of such agreements to cease to be in full force and effect;
(v) Buyer shall have received opinions dated the Closing Date of Stroock & Stroock & Xxxxx LLP and Shartsis, Xxxxxx & Xxxxxxxx LLP, counsel to the Company, ...
Conditions to Buyer’s Obligations. The obligation of Buyer to effect the First Closing under this Agreement is subject to the satisfaction, at or prior to the First Closing Date, of each of the following conditions, unless waived in writing by Buyer.
Conditions to Buyer’s Obligations. The obligation of Buyer under this Agreement to consummate the Closing is subject to the conditions that:
