Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell is expressly conditioned upon each of the following:
Conditions to Seller’s Obligation to Sell. Seller's obligation to sell the Units is conditioned upon:
(a) The receipt and acceptance by Seller of this Agreement as executed by Buyer.
(b) All of the representations and warranties of the Buyer contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. The Buyer shall have performed or complied with all agreements and satisfied all conditions on its part to be performed, complied with or satisfied at or prior to the Closing Date.
(c) No order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, be contemplated. No stop order suspending the sale of the Common Stock or Common Stock shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, be contemplated.
Conditions to Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion:
a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller.
b. Purchaser shall have delivered the Transfer Price in accordance with Section 1(c) above.
c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Transfer Closing Date.
d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
Conditions to Seller’s Obligation to Sell. Seller's obligation to sell the ----------------------------------------- Debentures is conditioned upon:
a) The receipt and acceptance by Buyer of this Offshore Agreement as evidenced by execution of this Offshore Agreement by Buyer.
b) Delivery into the closing depository of good funds by Buyer as payment in full of the purchase price of the Debentures pursuant to the Offshore Agreement.
Conditions to Seller’s Obligation to Sell. The obligation of Seller to sell the Purchased ADSs to Purchaser on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion by providing Purchaser with prior written notice thereof:
(a) Purchaser shall have executed and delivered this Agreement to Seller.
(b) Contemporaneously with the Closing, Purchaser shall have delivered the Purchase Price by wire transfer of immediately available funds pursuant to the written wire instructions provided by Seller.
(c) All of the representations and warranties of Purchaser in ARTICLE III shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at that date, and Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each Purchaser at or prior to the Closing Date.
Conditions to Seller’s Obligation to Sell. The obligations of Sellers to consummate the transaction contemplated hereunder to occur on the Closing Date are each conditioned on the fulfillment of each of the following on and as of the Closing Date as the same may be extended pursuant to Section 7.3 below, provided that each Seller, in its sole discretion, may waive any such condition as to its particular Property:
(a) The delivery to Sellers of the Purchase Price prorated as provided herein plus the payment by Buyer to the appropriate parties of any closing costs to be paid by Buyer hereunder; and
(b) All representations and warranties of Buyer contained in this Agreement shall, in all material respects, be true at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or by the Closing Date (including, but not limited to, the delivery by Buyer of the items described in Article XIII below). Buyer shall exercise commercially reasonable, good faith efforts to cause all conditions precedent within Buyer’s control to be satisfied.
(c) A simultaneous closing under the Company Agreement shall have occurred if all closings occur concurrently under this Agreement. If closings are sequential under the terms of any provision of this Agreement permitting sequential closings, then sequential closings under the Company Agreement shall also have occurred as provided in the Company Agreement. Notwithstanding the foregoing, this condition shall not apply if the Company Agreement fails to close as the result of a Seller default under the Company Agreement which has not been cured within applicable notice and cure periods.
(d) Closing shall have occurred under that certain Assignment and Assumption Agreement (the “4807 Agreement”) with respect to the Option Agreement dated December 17, 2004 (the “4807 Option”), by and between 4807 Stonecroft Associates Limited Partnership (“4807 Assignor”) and 4803 Stonecroft Associates LLC. Notwithstanding the foregoing, this condition shall not apply if the 4807 Agreement fails to close as the result of a Seller default under the 4807 Agreement which has not been cured within applicable notice and cure periods.
Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell the Property is expressly conditioned upon the satisfaction of each of the following conditions:
Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell the Property is expressly conditioned upon satisfaction of those conditions set forth below. In the event any of the conditions set forth below are not satisfied at Closing, Seller may (i) waive such failed condition and close this transaction as contemplated hereby, or (ii) terminate this Agreement by written notice to Purchaser on the Closing Date, in which event, the Deposit shall be promptly returned to Purchaser and neither party shall have any obligation to the other hereunder, except for those obligations of Seller or Purchaser which, by their terms, expressly survive Closing. Notwithstanding the foregoing, if any of the conditions to Closing for Seller under this Section 4.2 or any of the conditions to Closing for Purchaser under Section 4.1 are not satisfied as a result of a default by Purchaser or Seller, then their respective rights, remedies and obligations shall be governed in accordance with Article XII.
Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell, unless waived in writing by Seller, is expressly conditioned upon the fulfillment of, on or prior to the Closing Date, each of the following:
Conditions to Seller’s Obligation to Sell. Seller's obligation to sell the Property is expressly conditioned upon each of the following: (a) The sale of the property is contingent upon the Procedural Requirements having been followed, in Seller's sole discretion. Page �8
