Conditions to Closing Obligations of Purchaser. The obligation of Purchaser to consummate the Contemplated Transactions is subject to the fulfillment, before or at the Closing, of the following conditions:
Conditions to Closing Obligations of Purchaser. Purchaser’s obligation to purchase the Common Shares at the Closing is, at the option of Purchaser, subject to the fulfillment or waiver of the following conditions:
Conditions to Closing Obligations of Purchaser. Purchaser’s obligation to purchase the Stock at the Closing is, at the option of Purchaser, subject to the fulfillment or waiver as of the Closing Date of the following conditions:
Conditions to Closing Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated hereby is subject to the fulfillment, before or at the Closing, of the following conditions:
(i) Seller shall have delivered all of the agreements, documents and instruments required under Section 4.2(b) to be delivered by Seller before or at the Closing.
(ii) The representations and warranties of Seller contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.
(iii) Seller shall have duly performed all of the covenants, obligations and conditions under this Agreement to which it is required to perform before or at the Closing.
(iv) Seller shall have properly provided and/or obtained all notices, applications, authorizations, and regulatory approvals, with or from, all applicable federal and state organizations and agencies that are associated with the lawful transfer of Seller’s medicines, drugs and controlled substances.
(v) Seller shall have properly provided all notices and notifications required to be provided under the WARN Act, if applicable;
(vi) There shall not be any lawsuit, action, proceeding or Governmental Order commenced, threatened or issued against Seller, the Business or the Purchased Assets which may reasonably, adversely affect Purchaser’s willingness to consummate this Agreement.
(vii) Since the date of this Agreement, no event has occurred and, as of the Closing Date, no fact, circumstance, or condition exists that, individually or in the aggregate, has or may reasonably be expected to result in a Material Adverse Effect on (A) Seller, the Business, the Purchased Assets, and other assets, liabilities, results of operations or financial condition of Seller, or (B) the ability of Seller to consummate the transactions contemplated hereby.
(viii) Seller shall have paid off all liens set forth on Schedule 5.5(a).
(ix) Seller shall have delivered to Purchaser the Purchased Assets free and clear of any liens, encumbrances, and claims, except for Permitted Liens that are listed on Schedule 4.3 (a)(x).
(x) To the extent that any Exhibit or Schedule was not attached hereto on the date of signing this Agreement, that such Exhibit or Schedule shall have bee...
Conditions to Closing Obligations of Purchaser. The obligation of Purchaser to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions precedent, each of which is for the exclusive benefit of Purchaser and may be waived, in whole or in part, at its option:
(a) the Vendors and the Corporation shall have delivered or caused to be delivered to Purchaser the documents specified in Section 4.2 hereof;
(b) the Purchased Shares duly endorsed for transfer to the Purchaser;
(c) if the Closing Indebtedness exceeds the Maximum Closing Indebtedness:
(i) payment to the Purchaser by wire transfer of immediately available funds to the account specified by the Purchaser to the Vendors no later than on the date of Closing of an amount exceeding the Closing Indebtedness; and
(ii) a list of the Corporation’s creditors and each such creditor’s coordinates in order for the Purchaser to proceed with the payment of the Accounts Payable;
(d) there shall not be issued any letter by any Governmental Authority rejecting the patent applications listed below and said patent applications shall be pending for prosecution:
(i) “Peptide compounds and peptide conjugates for the treatment of cancer through receptor-mediated chemotherapy”;
(ii) “Peptide compounds, conjugate compounds and uses thereof for treating inflammatory diseases” and
(iii) “Methods and compounds for targeting sortilin receptors and inhibiting vasculogenic mimicry”. In the event that one or more of the conditions set forth in this Section 4.5 is not fulfilled on or before the Closing and the Purchaser does not waive such conditions pursuant to this Section 4.5, the Purchaser may elect not to effect the Closing, and, if the Purchaser so elects, no transaction shall have occurred between the Parties, in which event neither the Purchaser, nor the Vendors and the Corporation shall have any further obligations hereunder nor any liability, recourses or penalty against one another; provided that if such condition is not fulfilled as a result of the failure by each of the Purchaser to execute the documents specified in Section 4.2, such termination shall not prejudice the Purchaser’s right to pursue its remedies at Law against the Founding Vendors with respect to such failure.
Conditions to Closing Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver by Purchaser, at or prior to the Closing Date of each of the following conditions:
(a) Sellers shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement that are required to be performed and complied with by Seller on or prior to the Closing Date, including delivery of the interim balance sheet;
(b) All representations and warranties of Sellers set forth in this Agreement shall be true and correct as of the Closing Date, except as would not, in the aggregate, have a Material Adverse Effect on the Corporation and Subsidiary , in each case as though made at and as of the Closing Date unless otherwise specified herein to the contrary;
(c) Purchaser shall have received certificates from the member and shareholder's of Sellers, dated the Closing Date, to the effect that, to such member's and shareholder's Knowledge, the conditions set forth in Sections 7.2(a) and (b) have been satisfied by Seller;
(d) Purchaser shall have obtained consents of Purchaser's lenders in form and substance satisfactory to Purchaser;
(e) Sellers shall have delivered, or caused to be delivered, to Purchaser at the Closing, Sellers' closing deliveries described in Section 3.2;
(f) all issues regarding title to Pipeline Easements have been addressed pursuant to section 6.9
