Conditions to Seller’s Performance Not Met Sample Clauses

Conditions to Seller’s Performance Not Met. By Seller by written notice to Buyer if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligation of Seller to consummate the transactions contemplated by this Agreement as set forth in Sections 7.1 and 7.3.
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Conditions to Seller’s Performance Not Met. By Seller by written notice to Buyer if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligation of Seller or the UK Seller to consummate the transactions contemplated by this Agreement as set forth in Articles VIII or X and Seller or the UK Seller, as applicable, is not in material breach of its representations, warranties or covenants set forth herein.
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Conditions to Seller’s Performance Not Met. By Sellers upon written notice to Buyer if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligation of Sellers to consummate the Closing contemplated by this Agreement as set forth in ARTICLE VII.
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Conditions to Seller’s Performance Not Met. By Sellers, upon written notice to Buyer, if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligation of Sellers to consummate the Closing contemplated by this Agreement as set forth in Article VIII; provided, however, that any such condition relating to a Breach of any provision of this Agreement prior to the Closing Date shall be a cause for termination of this Agreement only if such Breach cannot be or has not been cured within thirty (30) days after the giving of written notice of such Breach to Buyer, such notice to be given promptly after Sellers become aware of such Breach.
Sample 1
Conditions to Seller’s Performance Not Met. By Sellers upon written notice to Buyer if Buyer (x) breaches of fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement (other than Section 4.14 which is addressed in clause (y) below), which breach of failure to perform (i) would give rise to the failure of a condition set forth in Article VIII, and (ii) if capable of being cured, has not been cured within 30 days after the giving of TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT written notice to Buyer of such breach or (y) breaches or fails to perform its obligation under Section 4.14; provided that no Seller is then in material breach of its representations, warranties or covenants contained in this Agreement.
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Conditions to Seller’s Performance Not Met. By Koppers by written notice to Buyer if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligation of Sellers to consummate the transactions contemplated by this Agreement as set forth in Articles VIII or X.
Sample 1
Conditions to Seller’s Performance Not Met. (a) By Seller by written notice to Buyer if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 7.1 or 7.3. (b) By Seller by written notice to Buyer if any of such conditions have not been satisfied by the date otherwise scheduled for Closing; provided that if the failure of such condition relates to a material breach by Buyer in its representations, warranties or covenants set forth herein and if such breach is susceptible to cure, then Buyer will have five business days in which to cure such breach after receipt of notice from Seller of its intention to terminate this Agreement if such breach continues. Alternatively, Seller, in its sole discretion and without limitation, may elect to consummate the Transaction on such basis, unless such condition is also for the benefit of Buyer, in which event the consent of Buyer, in Buyer's sole discretion, shall also be required to so consummate the Transaction.
Sample 1
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Related to Conditions to Seller’s Performance Not Met

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Conditions to Seller’s Obligation Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company 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 the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (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. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

  • Conditions to Obligation of Sellers The obligation of Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties of Buyer herein contained shall have been true and correct in all material respects when made and, in addition, shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except as affected by transactions contemplated hereby; (ii) Buyer shall have in all material respects performed all obligations and agreements and complied in all material respects with all their covenants and conditions contained in this Agreement to be performed and complied with by them on or prior to the Closing Date; (iii) no action or proceeding before any court or governmental agency shall have been instituted or threatened which would enjoin, restrain or prohibit (or seeks substantial damages as a result of or in connection with) the transactions contemplated by this Agreement and which would in the reasonable judgment of Sellers make it inadvisable to consummate such transactions, and no court order shall have been entered in any action or proceeding instituted by any other Person which enjoins, restrains or prohibits the consummation of the transactions contemplated by this Agreement; (iv) Buyer shall have executed and delivered the Buyer Notes; (v) Sellers shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit C attached hereto, addressed to Sellers, and dated as of the Closing Date; (vi) Sellers shall have received from Buyer a certificate of the president and secretary of Buyer, dated as of the Closing Date, certifying that the closing conditions set forth in Sections 7(b)(i), (ii), (iv), (v) and (vii) are satisfied; and (vii) all other documents required to be delivered by Buyer under this Agreement at or prior to the Closing Date shall be delivered or shall be tendered by the Closing Date. Sellers may waive any condition specified in this Section 7(b).

  • Conditions to Obligation of Seller The obligation of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver by both of Seller and Xxxxxx, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct (without regard to any qualification as to materiality) as of the Closing (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to materially delay or prevent the consummation of the Transactions contemplated hereby in accordance with the terms hereof. The covenants and agreements contained in this Agreement to be complied with or performed by Purchaser on or before the Closing shall have been complied with or performed in all material respects. Seller and Xxxxxx shall have received a certificate signed on behalf of Purchaser by an officer of Purchaser to the effect that the conditions set forth in this Section 9.02(a) have been satisfied. (b) (i) The FTC shall have accepted for public comment an Agreement Containing Consent Order that includes a proposed Decision and Order in connection with the Merger Transaction that, if issued as a final order, would require Seller and Xxxxxx to divest the Triage Business to Purchaser, as an FTC-approved acquirer; (ii) the European Commission shall have issued a decision approving the Merger Transaction pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation (EC) 139/2004 and Purchaser shall have been approved by the European Commission as the purchaser of the Purchased Assets and Assumed Liabilities in accordance therewith; (iii) all other Merger Clearances shall have been received; (iv) approval of this Agreement, the Transactions and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities shall have been received by Governmental Authorities for all Merger Clearances conditioned upon the divestiture of the Triage Business; and (v) any Consents of Governmental Authorities under applicable Competition Laws for the Transactions for the jurisdictions set forth on Schedule 9.02(b) shall have been received. (c) No Law or Judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any Governmental Authority that remains in effect and that prohibits, enjoins, or makes illegal the consummation of the Transactions. (d) The Merger Transaction shall have been consummated in accordance with the Merger Agreement or shall be consummated simultaneously with the satisfaction (other than those conditions that, by their nature, cannot be satisfied until the Closing, but would be satisfied if the Closing were to occur) or waiver of the other conditions set forth in this Article IX. (e) Seller shall have received an executed copy of each of the documents required to be delivered to it pursuant to Section 2.10(b). (f) The transactions contemplated by the BNP Purchase Agreement shall be simultaneously consummated.

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. b. The Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyers, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company 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 the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. 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. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. The Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an opinion of the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit “D” attached hereto. i. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Conditions to Buyer’s Obligations The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:

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