CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligation of Buyer to consummate the transactions contemplated hereby on the Closing Date is subject to the satisfaction on or before the Closing Date of the following conditions (unless such condition provides specifically that it shall relate solely to a later date):
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligations of Buyer under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against Buyer unless Buyer gives its consent in writing thereto:
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligation of the Buyer to purchase the CHO Partnership Interest is subject to satisfaction of the following conditions:
(a) The representations and warranties of the Seller contained in Section 6 shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing.
(b) The Seller shall have performed and complied with all of its covenants and agreements hereunder through the Closing.
(c) No action, suit, or proceeding shall be issued, pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator which seeks to (i) prevent, restrain, restrict, delay, make illegal or otherwise interfere with the consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.
(d) The Seller shall have delivered to the Buyer a certificate, dated as of the Closing and signed by an authorized executive officer of Seller, to the effect that each of the conditions specified above in Section 9(a)-(c) is satisfied in all respects.
(e) The Buyer has closed the Refinancing and the proceeds thereof have been made available to the borrower thereunder.
(f) Each of the NNN Partnership Interest Acquisition, the CRP Partnership Interest Acquisition and the acquisition of the CHO Partnership Interest will close concurrently with the closing of the Venture Partnership Interest Acquisitions on the Closing Date. The Buyer may waive any condition specified in this Section 9 if it executes a writing so stating at or prior to the Closing and delivers such waiver to Seller.
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligations of Buyer to purchase the Shares and the Lease Interest on the Closing Date is subject to the fulfillment, on or before the Closing Date, of each of the following conditions, unless otherwise waived:
7.1 Buyer shall have completed its diligence review of the Company and the Lease Interest and any related matters on or before August 31, 2016 to Buyer’s complete satisfaction. If Buyer does not notify the Company on or before August 31, 2016 that Buyer is not satisfied with its diligence review, then this item 7.1 shall automatically be deemed waived.
7.2 The Company shall have confirmed to the Buyer, and the Buyer shall be satisfied, that all proceeds from the sale of the Lease Interest will be used to pay down the Company’s indebtedness owed to Citibank.
7.3 Citibank shall have agreed with the Company, in a written document satisfactory in form and substance to Buyer, that Citibank will extend until December 31, 2017, with interest payments due only and no principal payments due during such period, the Company’s current indebtedness owed to Citibank.
7.4 Citibank shall have provided a written payoff letter satisfactory to Buyer that indicates that Citibank will release any and all liens with respect to the Company’s Elkhorn and XX Xxxxxx leases in the Big Muddy Oil Field in Converse County, Wyoming, upon receipt of the proceeds from the sale of the Shares and the Lease Interest pursuant to this Agreement.
7.5 The Company shall have made arrangements satisfactory to Buyer providing that Buyer will have the right to nominate one member of the Board of Directors of the Company to stand for election at or with respect to any meeting held or consent solicited for the election of the full slate of directors.
7.6 The Company shall have obtained such consents as are necessary to enable the Company to perform its obligations hereunder, including but not limited to board and stockholder consents, to the extent applicable, and shall have provided to Buyer evidence satisfactory to Buyer of same.
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligations of Buyer to purchase the Assets hereunder and consummate the transactions contemplated hereby are conditioned on the satisfaction, unless waived, of the following conditions at the Closing:
(a) The representations and warranties made by Seller in Section 7 shall be true and correct in all material respects as of the Closing Date and Seller shall execute and deliver a certificate to such effect to Buyer at Closing.
(b) Buyer shall have determined in its sole discretion that the Assets being transferred to Buyer hereunder are free and clear of any liens, claims, encumbrances, charges and the like.
(c) Seller shall have in all material respects performed and complied with all of its agreements and obligations hereunder which are to be performed or complied with prior to or on the Closing Date.
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. Buyer’s obligation to perform under this Agreement is contingent upon the following:
A. Seller’s representation and warranties contained herein shall be true and correct as of the date of Closing; and
B. Seller shall have made reasonable efforts to remove the property, equipment, and machinery from the Property in accordance with the estimated timeline of work and property removal (“Timeline”), attached and incorporated hereto as Exhibit C. Seller shall take reasonable measures to prevent damage to the Property while removing property therefrom. Should substantial damage to the Property occur during Seller’s removal of property, equipment, or machinery, which renders an area of the Property unusable for Buyer’s operations, Seller shall return the effected Property to usable condition within thirty (30) days of damage occurrence. The foregoing obligation to repair Property to usable condition shall apply only to damage that occurs following Closing.
a. For clarity, Seller shall have additional time following Closing to continue its work removing all property, equipment, and machinery from the Property, as reflected in the Timeline. However, the anticipated work and corresponding dates as found within the Timeline are in addition to all other obligations or responsibilities of Seller as set forth in this Agreement. Timeline does not release Seller of any other obligations or responsibilities as contained within this Agreement. Should Seller’s property, equipment, or machinery not be completely removed from the Property, and the Property left in usable condition, by December 22, 2017 or as reasonably possible thereafter (but in no event greater than thirty (30) days following the estimated removal date of December 22, 2017), Buyer may take any means it deems reasonably necessary to remove and dispose of all remaining property, equipment, and machinery from the Property at the sole expense of Seller. The Parties agree and understand that the Property must be free and clear of all property, equipment, and machinery by the estimated date of December 22, 2017 to allow Buyer to fully conduct its business operations.
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligations of Buyer to consummate the Acquisition at the Closing as contemplated by this Agreement shall have been approved by the Court and such approval shall not have been modified, rescinded or stayed.
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligation of the Buyer to purchase the Stock shall be subject to the fulfillment of each of the following conditions at or prior to the Closing Date, unless the Buyer shall waive fulfillment of such condition:
(a) Each of the representations and warranties of the Seller set forth in this Agreement shall have been true in all material respects as of the date of this Agreement and as of the Closing Date;
(b) The Seller shall have performed each of his agreements and obligations under this Agreement required to be performed on or prior to the Closing Date;
(c) The Seller shall have obtained all consents of, or waivers by, third parties necessary to perform the obligations hereunder including, but not limited to, any consent or waiver required to be obtained from the Corporation or other shareholders of the Corporation concerning the Corporation's Rights Agreement, and
(d) The Seller shall have delivered to the Buyer one or more certificates representing the Stock which shall be duly registered in the name of the Buyer or its designee
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligations of Buyer to purchase the MVNO Stock at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
CONDITIONS TO BUYER'S OBLIGATIONS AT CLOSING. The obligation of Buyer to consummate the transaction contemplated hereby shall be subject to the fulfillment, or the waiver by Buyer, on or before the Closing Date, of the following conditions:
a. Seller shall execute and deliver to Buyer assignments of the Patents in Schedule 1 in a form to be prepared by Buyer, substantially similar to Exhibit B attached hereto and incorporated by reference.
b. Seller shall execute and deliver assignments of the Copyrights in Schedule 2 in a form prepared by Buyer substantially similar to Exhibit C attached hereto and incorporated by this reference.
c. Seller shall execute and deliver assignments of the Trademarks on Schedule 3 in a form prepared by Buyer, substantially similar to Exhibit D, attached hereto and incorporated by reference.
d. Seller shall execute and deliver assignments of the Contracts on Schedule 4 in a form prepared by Buyer, substantially similar to Exhibit E, attached hereto and incorporated by reference.
e. Seller shall execute and deliver assignments of the Listings on Schedule 5 in a form prepared by Buyer, substantially similar to Exhibit F, attached hereto and incorporated by reference.
f. Seller shall execute and deliver a xxxx of sale of all the Assets in a form prepared by Buyer, substantially similar to Exhibit G, attached hereto and incorporated by reference.
g. Seller shall make available to Buyer by the Closing Date, or at such other time as is mutually agreed by Buyer and Seller, all of the business records of Seller reasonably necessary for purchase of the Assets and continuation of the Safecom Product line.
h. Seller shall obtain an Order of the Bankruptcy Court, authorizing the sale of the Assets free and clear of all liens and encumbrances, and ensure its entry on the docket, in form satisfactory to the Buyer in its sole discretion, eleven days before the Closing Date of the sale of Assets contemplated by this Agreement. The form of the Order (without exhibits) approving the Agreement by the Bankruptcy Court is attached hereto as Exhibit H and incorporated by reference.
i. All consents and approvals of any third parties, court, governmental or entity required to permit the Buyer to consummate the transactions contemplated hereby shall have been obtained by the Buyer.
j. No material adverse change in the Assets shall have occurred.
