Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to purchase the Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to accept the Second-Tier Assets as set forth in Section 2.01 is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Seller shall have performed and complied with all of her covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(iv) the Purchaser shall have received the resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and
(v) the Purchaser will have received such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchaser.
Conditions to Obligation of the Purchaser. The Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, which may waive any such conditions, subject to the fulfillment on or prior to the Closing Date of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by the Purchaser in connection with the Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Sections 5 and 6 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Sellers shall have performed and complied with all of his covenants hereunder in all material respects through the Closing;
(iii) the Company shall have procured all of the third party consents required in order to effect the Closing (as of the execution of this Agreement, the Company and the Sellers are not aware of any required third party consents);
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Company or (D) affect adversely the right of the Company to own its assets and operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Sellers Representative shall have delivered to the Purchaser a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities;
(vi) subject to Section 11(a)(xv), the Purchaser shall have received the resignations, effective as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the SEC, of each director of the Company and the Purchaser shall have received, the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchaser shall have been appointed as officers of the Company and any designee(s) of the Purchaser who may be lawfully appointed to the Board of Directors of the Company shall have been appointed;
(vii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 1, 2008 which has had or is reasonably likely to cause a material ad...
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following further conditions:
(a) (i) the representations and warranties of the Company that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; and (v) there shall have been no Material Adverse Effect.
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the Samco Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. On the applicable Closing Date, the obligation of the Purchaser to purchase the CPS Receivables is subject to the satisfaction of the following conditions:
Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing with respect to the Seller is subject to the satisfaction, on or prior to the Closing of each the following conditions, any or all of which may be waived by the Purchaser in its sole discretion:
(a) The Seller shall have performed in all respects all of their obligations hereunder required to be performed by them on or prior to the Closing.
(b) The representations and warranties of the Seller contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing, as if made at and as of such date.
(c) All conditions to the closing of the Series B Financing shall have been satisfied in accordance with the Main SPA and closing of the Series B Financing shall have occurred.
(d) All of the documents to be delivered by the Seller to the Purchaser pursuant to Article 1.04(b) shall have been delivered to the Purchaser on or before the Closing.
(e) The Seller shall have received all of the consents, authorizations and approvals that are required under applicable law or the Company’s Corporate Documents for the consummation of the transactions contemplated by this Agreement.
(f) No action, suit, litigation, arbitration, proceeding or investigation shall been instituted, be pending or be threatened against the Seller with regard to the transactions contemplated by this Agreement.
(g) The Seller shall have provided the Purchaser with a Tax Withholding Certificate with respect to the Seller exempting the Purchaser from withholding tax in respect of the Purchase Price obtained from the ITA, or, to the extent that Seller does not obtain a Tax Withholding Certificate that exempts the Purchaser from withholding tax (i.e. either Purchaser needs to withhold the full tax amount or just a reduced tax rate), then Seller shall transfer to Purchaser cash in an amount equivalent to such amounts as Purchaser is required to deduct and withhold with respect to the Purchase Price under the Israeli Income Tax Ordinance (New Version) 1961.
