Conditions to Seller Obligations. The obligations of Seller shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Seller:
Conditions to Seller Obligations. In addition to any other condition set forth in this Agreement in favor of SELLER, SELLER shall have the right to condition its obligation to convey the Property to BUYER and close the Escrow upon the satisfaction, or written waiver by SELLER, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the “SELLER Conditions to Closing”):
Conditions to Seller Obligations. The obligation of Seller to consummate the Contemplated Transactions on the Closing Date is subject to the fulfillment on or prior to the Sale Date of the following conditions, any one or more of which may be waived if mutually agreed by Buyer and Seller:
Conditions to Seller Obligations. The obligation of the Seller to consummate the purchase and sale of the Seller Assets and Rights and related matters at the Closing shall be subject to the satisfaction, in the Seller’s sole and exclusive discretion, with all of the following or the waiver by the Seller, in the Seller’s sole and exclusive discretion, of the satisfaction of any one or more of the following:
(i) All representations and warranties by the Purchaser herein shall have been true and complete when made as of the Effective Date and on the Closing Date shall be true and complete as if made on and as of the Closing Date;
(ii) The Purchaser shall have paid the cash portion of the Purchase Price to be delivered to the Seller at the Closing and shall have fulfilled all other covenants and agreements of the Purchaser hereunder required to be fulfilled by or on the Closing Date;
(iii) The Purchaser’s Board of Directors shall have duly and validly approved this Agreement and all transactions contemplated by this Agreement in accordance with the Purchaser’s articles of incorporation, bylaws and applicable law;
(iv) The Purchaser shall have delivered to the Seller the written certification by the President of the Purchaser attesting to the matters in (i), (ii) and (iii) above and certified and attached copies of the Board of Director resolutions contemplated in (iii) above, which certification shall be satisfactory in form and substance to the Seller; and
(v) The Purchaser shall have executed and delivered, or cause to be executed and delivered, to the Purchaser all agreements and instruments required by the terms of this Agreement to be delivered at the Closing.
Conditions to Seller Obligations. The obligations of Seller under this Agreement are subject to satisfaction, prior to or at Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller):
Conditions to Seller Obligations. The obligations of the Seller to consummate, or cause to be consummated, the Transactions are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by the Seller’s Representative):
Conditions to Seller Obligations. 38 Section 7.1 Representations and Warranties of Purchaser..............39 Section 7.2 Performance of this Agreement............................39 Section 7.3 Certificate of Purchaser.................................39 Section 7.4 No Material Adverse Change...............................39 Section 7.5 Satisfactory Business Review.............................40 Section 7.6 Governmental Permits and Approvals.......................40 Section 7.7 Third Party Consents.....................................40 Section 7.8 Cancellation of Certain Outstanding Shares...............40 Section 7.9 Registration Rights Agreement............................40 Section 7.10 Financing...............................................40 Section 7.11 Certified Resolutions...................................41 Section 7.12
Conditions to Seller Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing of each of the following additional conditions:
(a) The representations and warranties of Buyer set forth in this Agreement shall in each case be true and correct in all respects (provided that representations and warranties qualified by materiality shall be read without such qualification), on and as of the date hereof and on and as of the Closing Date, except where the failure of such representations and warranties to meet such standard does not materially and adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement, and provided that those representations and warranties which expressly relate to a particular date shall be measured only on and as of such particular date.
(b) Buyer shall have performed in all material respects all covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Date.
(c) Prior to or at the Closing, Buyer shall have delivered to Seller such closing documents as shall be reasonably requested by Seller in form and substance reasonably acceptable to Seller’ counsel, including the documents described in Section 3.03.
Conditions to Seller Obligations. The obligations of Seller to sell the Shares pursuant to this Agreement shall, at the option of Seller, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the representations and warranties of ETI contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of ETI by an authorized officer of ETI, in addition to the other deliveries specified in Section 3.3.
(b) Each of the representations and warranties of STDF contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of STDF by an authorized officer of STDF, in addition to the other deliveries specified in Section 3.3.
Conditions to Seller Obligations. The obligations of Seller to sell the Shares pursuant to this Agreement shall, at the option of Seller, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein;
(b) The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Legal Requirements; and
(c) Buyer and Escrow Agent shall have executed and delivered to Seller the Escrow Agreement.
