Conditions to Buyer’s Obligations to Close. Unless waived by Buyer in writing, the obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of the Sellers and Dourave contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, except (i) as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof and (ii) as and to the extent that such representations or warranties speak as of a specific date or time other than the Closing Date, which need be true and correct in all material respect only as of the specified date or time;
(b) The Sellers and Dourave shall have performed all agreements and covenants required hereby to be performed by them prior to or at the Closing Date; provided, however, that Buyer shall not be entitled to refuse to consummate the transaction in reliance upon its own breach or failure to perform.
(c) There shall be delivered to Buyer a certificate signed by each of the Sellers and by an officer of Dourave certifying, as the case may be, their respective compliance with the conditions set forth in Sections 7.2(a) and 7.2(b);
(d) No action or proceeding shall have been instituted before a court or other governmental body or by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the transactions contemplated by this Agreement; STG_331658.1
(e) All consents, approvals and waivers from third parties, including federal, state, local, foreign and other governmental authorities, necessary to consummate the transactions contemplated hereby shall have been obtained, except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have, individually or in the ...
Conditions to Buyer’s Obligations to Close. The obligations of Buyer to consummate the transactions provided for in this Agreement shall be subject to the satisfaction of all conditions under Article 3 and each of the following conditions on or before the Closing, subject to the right of Buyer to waive, in writing, any one or more of such conditions:
Conditions to Buyer’s Obligations to Close. The obligations of Buyer to consummate the transactions provided for hereby are subject to the satisfaction, before or on the Closing Date, of each of the conditions set forth below in this Section 7.2, any of which may be waived by Buyer.
Conditions to Buyer’s Obligations to Close. Buyer’s obligation to purchase the Acquired Assets and to assume the Assume Liabilities and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction or waiver by Buyer, at or prior to the Closing, of each of the following conditions:
Conditions to Buyer’s Obligations to Close. The obligation of Buyer to consummate and close the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing, of each of the following conditions, except for any condition that has been waived in writing by Buyer at or prior to the Closing:
(a) Seller shall have substantially performed all conditions required to be satisfied by it in accordance with the terms of this Agreement; and
(b) Each of the representations and warranties of the Seller contained herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date;
(c) Buyer shall receive appropriate transfer documents, acceptable in form and substance to Buyer, for the Acquired Assets;
(d) Seller shall have obtained the written consent and approval from those persons or entities listed on Schedule 3.04 attached hereto of the transfer or assignment in which any such person or entity has an interest;
(e) Seller shall have terminated the distribution agreements with Shinhan Scientific Co., Ltd. and Philab Industries, Inc., and written proof of such termination acceptable to Buyer shall be delivered to Buyer on or before the Closing Date; and
(f) The Buyer shall have received an opinion from Seller's counsel substantially in the form of Exhibit "X" attached hereto.
Conditions to Buyer’s Obligations to Close. The obligation of Buyer to consummate the purchase of the Property as contemplated by this Agreement is subject to the fulfillment of each of the following conditions (in addition to such other items as are set forth elsewhere in this Agreement as conditions to Buyer’s obligations to close), any or all of which may be waived in whole or in part by Buyer to the extent permitted by applicable law:
Conditions to Buyer’s Obligations to Close. The Buyer’s obligation to purchase the Monster Interests, and issue the Note and HUMBL Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions (the “Buyer Closing Conditions”), unless waived by the Buyer:
Conditions to Buyer’s Obligations to Close. The Buyer’s obligation to effect the Mergers, issue the Notes and issue, sell, transfer and convey the HUMBL Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions (the “Buyer Closing Conditions”), unless waived by the Buyer:
Conditions to Buyer’s Obligations to Close. The obligations of Buyer to purchase and pay for the Purchased Assets, to assume the Assumed Liabilities and to take the other actions required to be taken by Buyer at the Closing are subject to the satisfaction (or waiver by Buyer) on or prior to the Closing of the following conditions:
Conditions to Buyer’s Obligations to Close. Unless otherwise waived in writing prior to the Closing, the obligation of Buyer to complete the Closing is subject to the contemporaneous sale by both Sellers of their respective Subject Interests to Buyer at the Closing and fulfillment prior to or at the Closing of each of the following conditions:
(i) The Fundamental Representations of each Seller contained in this Agreement shall be true and correct in all respects (other than de minimus failures to be true and correct), as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for Fundamental Representations expressly made as of a specific date, in which case as of such date); provided, that the condition set forth in this clause (i) shall be deemed to have been satisfied with respect to Section 3.16(b) if as of the Closing, the Company does not have Debt in excess of $5,000,000; (ii) the Non-Fundamental Representations of each Seller in Section 3.16(a)(i) and in the last sentence of Section 3.16(a) solely with respect to the financial statements described in Section 3.16(a)(i) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (iii) the Non-Fundamental Representations of each Seller in Section 3.6(b) and Section 3.17(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and (iv) each of the Non-Fundamental Representations of each Seller contained in this Agreement (other than the Non-Fundamental Representations described in clauses (ii) and (iii) of this Section 8.1(a)) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for any such Non-Fundamental Representations expressly made as of a specific date, in which case as of such date), provided, that, the condition set forth in this clause (iv) shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such Non-Fundamental Representations (disregarding all materiality and Material Adverse Effect qualifiers set forth therein) have had or would be reasonably likely to have a Material Adverse Effect. Notwithstanding anything in this Section 8.1(a), Buyer shall not be obligated to complete the Closing if (A) the Company suffers or is reasonably expected to s...
