Common use of Conditions to Obligation of the Seller Clause in Contracts

Conditions to Obligation of the Seller. The obligation of Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth Article B above shall be true and correct in all material respects at and as of the Closing Date; (b) Purchaser shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (c) 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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (d) all actions to be taken by Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating at or prior to the Closing.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Higgs Dennis Lyle), Stock Purchase Agreement (McNaughton Kenneth Charles), Stock Purchase Agreement (Ovsenek Joseph John)

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Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by them her in connection with the Closing is are subject to satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating Section 10(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Punchline Resources Ltd.), Stock Purchase Agreement (T & G Apothecary Inc), Stock Purchase Agreement (Green & Quality Home Life, Inc.)

Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by them it in connection with the Closing is are subject to satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating Section 10(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Corridor Ventures, LLC), Stock Purchase Agreement (Corridor Ventures II Acquisition Corp.), Stock Purchase Agreement (Corridor Ventures, LLC)

Conditions to Obligation of the Seller. The obligation of each Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth Article B above shall be true and correct in all material respects at and as of the Closing Date; (b) Purchaser shall have performed and complied with all of his covenants hereunder in all material respects through the Closing; (c) 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); and (d) all actions to be taken by Purchaser Purchasers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating at or prior to the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ovsenek Joseph John), Stock Purchase Agreement (McNaughton Kenneth Charles)

Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by them him in connection with the Closing is are subject to prior satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. (v) the Seller shall have received payment of $20,000 plus applicable penalties in accordance with the settlement agreement between the Company and the Seller dated concurrently herewith. The Seller may waive any condition specified in this section if they execute a writing so stating Section 10(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Northern Minerals & Exploration Ltd.)

Conditions to Obligation of the Seller. The obligation obligations of Seller the Sellers to consummate the transactions to be performed by them it in connection with the Closing is are subject to satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition any.condition specified in this section if they execute a writing so stating Section 10(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Packaging Group Inc.)

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Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by them her in connection with the Closing is are subject to satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating Section 11(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Americas Diamond Corp.)

Conditions to Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties set forth Article B in Section 3.2 above shall be true and correct in all material respects at and as of the Closing Date; (b) Purchaser the Buyer shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (c) 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 (Ai) prevent consummation of any of the transactions contemplated by this Agreement or (Bii) 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); and; (d) all actions to be taken by Purchaser the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller; and (e) the Buyer shall have delivered to the Seller a certificate dated as of the Closing Date to the effect that each of the conditions specified in Section 7.2(a) through (d) above is satisfied in all respects. The Seller may waive any condition specified in this section Section 7.2 if they execute a writing so stating at or prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Conditions to Obligation of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by them her in connection with the Closing is are subject to satisfaction of the following conditions: (ai) the representations and warranties set forth Article B in Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (bii) the Purchaser shall have performed and complied with all of his its covenants hereunder in all material respects through the Closing; (ciii) 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); and (div) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller. The Seller may waive any condition specified in this section if they execute a writing so stating Section 11(b) at or prior to the ClosingClosing in writing executed by the Seller.

Appears in 1 contract

Samples: Stock Exchange Agreement (Tungsten Corp.)

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