Conditions to Sale Sample Clauses
Conditions to Sale. Each sale hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which, except clause (e) below, may be waived in writing by the Purchaser) as of the Closing Date:
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, the applicable Seller and the Purchaser, and the Purchaser shall have received such documents, instruments, agreements and legal opinions as the Purchaser shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Purchaser.
(b) The Purchaser shall have received satisfactory evidence that the applicable Seller has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
(c) The applicable Seller shall be in compliance in all material respects with all applicable foreign, federal, state and local laws and regulations, including those specifically referenced in Section 4.3(c), except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(d) The representations and warranties of the applicable Seller contained herein or in any other Related Document to which it is a party shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified by a materiality standard, such representation or warranty shall be true and correct) as of the Closing Date, both before and after giving effect to such sale, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement.
(e) At the time of such sale, the Purchaser shall have sufficient funds on hand to pay the CEF Purchase Price.
(f) The applicable Seller shall be in compliance, in all material respects, with each of its covenants and other agreements set forth herein.
(g) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser as the Purchaser may reasonably request. The consummation by a Seller of the sale of CEF Assets on the Closing Date shall be deemed to constitute, as of the Closing Date, a representation...
Conditions to Sale by Each Seller of its Share of Each RMBS Issue 15 Section 5.02. Conditions to Purchase of RMBS Pool by the Buyer 15
Conditions to Sale. Section 6.1
Conditions to Sale. The obligation of the Company to issue and sell ------------------ the Purchaser Units to the Purchaser at the Closing shall be subject to the fulfillment, or the waiver by the Company, prior to or at the Closing, of the following conditions:
(a) all representations and warranties and other statements of the Purchaser herein and in the Subscription Agreement shall be, at and as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, true and correct in all material respects; and
(b) the Purchaser shall have performed and complied with all of its obligations and conditions hereunder to be performed on or prior to the Closing Date in all material respect.
Conditions to Sale. The obligations of the Company to purchase, and Grand to sell, the Repurchase Shares, and for the Company to pay the Repayment Amount and the Grand parties to cancel the Grand Debts, pursuant to this Agreement, are specifically subject to and conditioned on:
(a) The prior closing of the Xcel Stock Purchase and the Company’s receipt of the Xcel Stock Purchase Price such that the Company can use such funds to pay to Grand the Repurchase Price and the Repayment Amount;
(b) The ability of the Company, demonstrated to the satisfaction of counsel for each Party, to pay the Repurchase Price to Grand without violating restrictions imposed by California law on distributions to shareholders; and
(c) Proof to Grand’s reasonable satisfaction that he no longer is a guarantor of any material indebtedness of the Company or CSRI, including any and all lines of credit with financial institutions.
Conditions to Sale. The sale hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which, except clause (e) below, may be waived in writing by the Purchaser) as of the Closing Date:
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, the Seller and the Purchaser, and the Purchaser shall have received such documents, instruments, agreements and legal opinions as the Purchaser shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Pxxxxxxxx.
Conditions to Sale. The obligations of Purchaser to purchase, and Seller to sell the Purchased Shares pursuant to this Agreement are specifically subject to and conditioned on the following events, which Seller and Purchaser agree in good faith to cooperate to cause to occur prior to the Closing Date or as soon thereafter as may be reasonably accomplished:
(a) Seller shall be released from any personal liability for the Guaranteed Liabilities, pursuant to the Release described in Section 2(b)(i) above.
(b) Seller and ESN Group, Inc., a California corporation, shall close all of the transactions and agreements contemplated by an agreement for the repurchase by ESN Group, Inc. of certain shares of the common stock of ESN Group Inc. held by the Seller on or before the Closing Date.
(c) The other current shareholder of the Company shall take all action necessary to assign an aggregate of 56,000 shares of the Company’s common stock to Purchaser so that Purchaser shall own 51% of the outstanding securities of the Company upon Closing of this transaction.
(d) Seller shall cooperate with Purchaser to complete the tasks needed to transition material corporate matters from Seller to Purchaser and/or the Company (the “Transition Tasks”).
(e) Any rights to acquire the Purchased Shares that CSRI may hold related to the transaction set forth herein pursuant to that certain Founder Common Stock Acquisition Agreement by and between CSRI and Grand entered into as of March 15, 2018 (the “Grand- CSRI Agreement”) shall be terminated prior to the Closing Date.
(f) The Purchased Shares shall be transferred from Seller to Purchaser, and such transfer shall be recorded in CSRI’s books as provided in Section 6.02 of Article VI of CSRI’s Bylaws (the “CSRI Bylaws”).
(g) Xxxxxx shall resign from the Board of Directors of CSRI and from all officer positions held by Xxxxxx in CSRI effective as of the Closing Date.
Conditions to Sale. Each sale hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which, except clause (e) below, may be waived in writing by the Purchaser) as of the Closing Date:
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, the applicable Seller and the Purchaser, and the Purchaser shall have received such documents, instruments, agreements and legal opinions as the Purchaser shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Purchaser.
(b) The Purchaser shall have received satisfactory evidence that the applicable Seller has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
(c) The applicable Seller shall be in compliance in all material respects with all applicable foreign, federal, state and local laws and regulations, including those specifically referenced in Section [4.2] [4.3](c), except to the extent that the failure to so
Conditions to Sale. Each sale hereunder shall be subject to satisfaction of each of the following conditions precedent (any one or more of which, except clause (e) below, may be waived in writing by the Purchaser) as of the Closing Date:
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, the applicable Seller and the Purchaser, and the Purchaser shall have received such documents, instruments, agreements and legal opinions as the Purchaser shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance reasonably satisfactory to the Purchaser.
(b) The Purchaser shall have received satisfactory evidence that the applicable Seller has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Conditions to Sale. The obligations of the Purchaser hereunder are contingent upon the following:
(a) Title Review Contingency. Within three (3) days of mutual acceptance of this agreement, Seller shall order a preliminary commitment for title insurance from North Meridian Title & Escrow, which Seller shall provide to Purchaser for review, as provided in Paragraph 9. Within seven (7) days of actual receipt by Purchaser of the preliminary commitment, Purchaser shall provide notice to Seller of any defects or encumbrances, other than Permitted Exceptions in Paragraph 6 above, to which Purchaser objects. If Seller is unable to cure all of the defects objected to by Purchaser within fourteen (14) days after receipt of such written notice of Purchaser, unless such time is extended in writing, then Purchaser may elect, as its exclusive remedy, either to waive such defect or defects, or to terminate this Agreement and receive a refund of the xxxxxxx money.