Common use of CONDITIONS TO OBLIGATION OF MAXCOM Clause in Contracts

CONDITIONS TO OBLIGATION OF MAXCOM. The obligation of Maxcom to consummate the transactions to be performed by it in connection with any Optioned Capacity Closing is subject to satisfaction of the following conditions: a) the representations and warranties set forth in Section 4.1. below shall be true and correct in all material respects as of such Optioned Capacity Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; b) Metro Net shall have performed and complied with all of its covenants hereunder (including but not limited to those provided in Article 5.) in all material respects through the Optioned Capacity Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; c) Maxcom shall have reasonably confirmed at its satisfaction through prior verification that the Optioned Capacity being delivered by Metro Net at the corresponding Optioned Capacity Closing Date complies with Maxcom's Acceptance Protocol; in the understanding that the corresponding Optioned Capacity Closing may take place even if there are some minor deficiencies as of such Closing Date to be listed in the corresponding Punch List ; d) no action, suit, or proceeding shall be pending or threatened against Metro Net before any Government Authority wherein an unfavorable injunction, judgment, order, decree, ruling, charge or award would (i) prevent perfection or consummation of any of the transactions contemplated by this Capacity Sale Agreement, (ii) cause any of the transactions contemplated by this Capacity Sale Agreement to be rescinded following perfection or consummation, (iii) affect adversely the right of Maxcom to own, use and control the Acquired Capacity or the Optioned Capacity, and no such injunction, judgment, order, decree, ruling, charge or award shall be in effect; e) the parties shall have amended the Maintenance Agreement, including any and all relevant annexes, appendices and exhibits thereto, to incorporate the relevant portion of the Optioned Capacity; f) all other actions to be taken by Metro Net, and all other certificates, instruments, and other documents required to effect the transactions contemplated hereby with respect to the sale of the relevant portion of the Optioned Capacity have occurred and been delivered in form and substance satisfactory to Maxcom; and g) Metro Net shall have delivered to Maxcom a certificate to the effect that each of the conditions specified in this Section 3.9.1. is satisfied in all respects.

CONDITIONS TO OBLIGATION OF MAXCOM. The obligation of Maxcom to consummate the transactions to be performed by it in connection with any Optioned each of the First, Second and Additional Capacity Closing Closings is subject to satisfaction of the following conditions: a) the representations and warranties set forth in Section 4.1. 4.1 below shall be true and correct in all material respects with respect to Metro Net and the Acquired Capacity as of such Optioned Capacity the corresponding Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; b) Metro Net shall have performed and complied with all of its covenants hereunder (including but not limited to those provided in Article 5.) in all material respects through the Optioned Capacity corresponding Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction, in the understanding that Maxcom shall have the right to request the information and documentation to corroborate that (i) Metro Net has all Government Approvals as of each Closing and (ii) there are no rights in favor of third parties regarding goods and materials (including dark fiber) used by Metro Net to develop and construct Maxcom's Network; c) Maxcom shall have reasonably confirmed at to its satisfaction through prior verification verification, that the Optioned Acquired Capacity being delivered by Metro Net at the corresponding Optioned Capacity Closing Date complies with Maxcom's Acceptance Protocol; in the understanding that the corresponding Optioned Capacity Closing may take place even if there are some minor deficiencies as of such Closing Date to be listed in the corresponding Punch List List; d) no action, suit, or proceeding shall be pending or threatened against Metro Net before any Government Authority wherein an unfavorable injunction, judgment, order, decree, ruling, charge or award would (i) prevent perfection or consummation of any of the transactions contemplated by this Capacity Sale Agreement, (ii) cause any of the transactions contemplated by this Capacity Sale Agreement to be rescinded following perfection or consummation, (iii) affect adversely the right of Maxcom to own, use and control the Acquired Capacity or the Optioned Capacity, and no such injunction, judgment, order, decree, ruling, charge or award shall be in effect; e) in the case of the First Closing, the parties shall have entered into the Inter Owner Agreement; f) the parties shall have entered into the Maintenance Agreement or, in the case of the Second Closing and any Additional Capacity Closings, amended the Maintenance Agreement, including any and all relevant annexes, appendices and exhibits thereto, to incorporate the relevant portion South Ring Mexico City Backbone Capacity or the Additional Capacity, as applicable; g) the parties shall have amended Appendix 2 to provide an accurate and detailed description of the Optioned CapacityDF Network corresponding to Appendix 2A; fh) in the case of the First Closing, the parties shall have amended in an appropriate manner the Master Services Agreement; i) all other actions to be taken by Metro Net, and all other certificates, instruments, and other documents required to effect the transactions contemplated hereby with respect to the sale of the relevant portion of the Optioned Acquired Capacity have occurred and been delivered in form and substance satisfactory to Maxcom; and gj) Metro Net shall have delivered to Maxcom a certificate to the effect that each of the conditions specified in this Section 3.9.12.8.1. is satisfied in all respects.

CONDITIONS TO OBLIGATION OF MAXCOM. The obligation of Maxcom to consummate the transactions to be performed by it in connection with any Optioned Capacity Closing is subject to satisfaction of the following conditions: a) the representations and warranties set forth in Section 4.1. 4.1 below shall be true and correct in all material respects as of such Optioned Capacity Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; b) Metro Net shall have performed and complied with all of its covenants hereunder (including but not limited to those provided in Article 5.) in all material respects through the Optioned Capacity Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; c) Maxcom shall have reasonably confirmed at its satisfaction through prior verification that the Optioned Capacity being delivered by Metro Net at the corresponding Optioned Capacity Closing Date complies with Maxcom's Acceptance Protocol; in the understanding that the corresponding Optioned Capacity Closing may take place even if there are some minor deficiencies as of such Closing Date to be listed in the corresponding Punch List List; d) no action, suit, or proceeding shall be pending or threatened against Metro Net before any Government Authority wherein an unfavorable injunction, judgment, order, decree, ruling, charge or award would (i) prevent perfection or consummation of any of the transactions contemplated by this Capacity Sale Agreement, (ii) cause any of the transactions contemplated by this Capacity Sale Agreement to be rescinded following perfection or consummation, (iii) affect adversely the right of Maxcom to own, use and control the Acquired Capacity or the Optioned Capacity, and no such injunction, judgment, order, decree, ruling, charge or award shall be in effect; e) the parties shall have amended the Maintenance Agreement, including any and all relevant annexes, appendices and exhibits thereto, to incorporate the relevant portion of the Optioned Capacity; f) all other actions to be taken by Metro Net, and all other certificates, instruments, and other documents required to effect the transactions contemplated hereby with respect to the sale of the relevant portion of the Optioned Capacity have occurred and been delivered in form and substance satisfactory to Maxcom; and g) Metro Net shall have delivered to Maxcom a certificate to the effect that each of the conditions specified in this Section 3.9.1. 3.9.1 is satisfied in all respects.

CONDITIONS TO OBLIGATION OF MAXCOM. The obligation of Maxcom to consummate the transactions to be performed by it in connection with any Optioned each of the First, Second and Additional Capacity Closing Closings is subject to satisfaction of the following conditions: a) the representations and warranties set forth in Section 4.1. below shall be true and correct in all material respects with respect to Metro Net and the Acquired Capacity as of such Optioned Capacity the corresponding Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; b) Metro Net shall have performed and complied with all of its covenants hereunder (including but not limited to those provided in Article 5.) in all material respects through the Optioned Capacity corresponding Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction, in the understanding that Maxcom shall have the right to request the information and documentation to corroborate that (i) Metro Net has all Government Approvals as of each Closing and (ii) there are no rights in favor of third parties regarding goods and materials (including dark fiber) used by Metro Net to develop and construct Maxcom's Network; c) Maxcom shall have reasonably confirmed at to its satisfaction through prior verification verification, that the Optioned Acquired Capacity being delivered by Metro Net at the corresponding Optioned Capacity Closing Date complies with Maxcom's Acceptance Protocol; in the understanding that the corresponding Optioned Capacity Closing may take place even if there are some minor deficiencies as of such Closing Date to be listed in the corresponding Punch List List; d) no action, suit, or proceeding shall be pending or threatened against Metro Net before any Government Authority wherein an unfavorable injunction, judgment, order, decree, ruling, charge or award would (i) prevent perfection or consummation of any of the transactions contemplated by this Capacity Sale Agreement, (ii) cause any of the transactions contemplated by this Capacity Sale Agreement to be rescinded following perfection or consummation, (iii) affect adversely the right of Maxcom to own, use and control the Acquired Capacity or the Optioned Capacity, and no such injunction, judgment, order, decree, ruling, charge or award shall be in effect; e) in the case of the First Closing, the parties shall have entered into the Inter Owner Agreement; f) the parties shall have entered into the Maintenance Agreement or, in the case of the Second Closing and any Additional Capacity Closings, amended the Maintenance Agreement, including any and all relevant annexes, appendices and exhibits thereto, to incorporate the relevant portion South Ring Mexico City Backbone Capacity or the Additional Capacity, as applicable; g) the parties shall have amended Appendix 2 to provide an accurate and detailed description of the Optioned CapacityDF Network corresponding to Appendix 2A; fh) in the case of the First Closing, the parties shall have amended in an appropriate manner the Master Services Agreement; i) all other actions to be taken by Metro Net, and all other certificates, instruments, and other documents required to effect the transactions contemplated hereby with respect to the sale of the relevant portion of the Optioned Acquired Capacity have occurred and been delivered in form and substance satisfactory to Maxcom; and gj) Metro Net shall have delivered to Maxcom a certificate to the effect that each of the conditions specified in this Section 3.9.12.8.1. is satisfied in all respects.