CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject to the conditions that, at the Closing Date: A. All representations and warranties made in this Agreement by Purchaser shall be true and correct as of the Closing Date in all material respects. B. Purchaser shall have tendered the required documents and certificates at the Closing as set forth in Section 3 hereof. C. The Purchase Price described in Section 2.3 hereof due at the Closing shall have been paid by Purchaser. D. All corporate action necessary to authorize (A) the execution, delivery and performance by Purchaser of this Agreement and any other agreements or instruments contemplated hereby to which Purchaser is a party and (B) the consummation of the transactions and performance of its other obligations contemplated hereby and thereby shall have been duly and validly taken by Purchaser, and the Seller shall have been furnished with copies of all applicable resolutions adopted by the board of directors of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser.
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Samples: Asset Purchase and Sale Agreement (Xstream Beverage Group Inc), Asset Purchase Agreement (Bio One Corp), Asset Purchase Agreement (Bio One Corp)
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject to the conditions that, at the Closing Date:
A. All representations and warranties made in this Agreement by Purchaser shall be true and correct as of the Closing Date in all material respects.
B. Purchaser Seller shall have tendered the required documents and certificates at the Closing as set forth in Section 3 hereof.
C. The first installment of the Purchase Price described in Section 2.3 2.2 hereof due at the Closing shall have been paid by Purchaser.
D. All corporate action necessary to authorize (Aa) the execution, delivery and performance by Purchaser Seller of this Agreement and any other agreements or instruments contemplated hereby to which Purchaser Seller is a party and (Bb) the consummation of the transactions and performance of its other obligations contemplated hereby and thereby shall have been duly and validly taken by PurchaserSeller, and the Seller Purchaser shall have been furnished with copies of all applicable resolutions adopted by the board of directors of PurchaserSeller, certified by the Secretary or Assistant Secretary of PurchaserSeller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bio One Corp), Stock Purchase Agreement (Bio One Corp)
CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE. 7.1 All obligations of Seller hereunder are, at the option of Seller, subject ,s ubject to the conditions that, at the Closing Date:
A. All representations and warranties made in this Agreement by Purchaser shall be true and correct as of the Closing Date in all material respects.
B. Purchaser shall have tendered the required documents and certificates at the Closing as set forth in Section 3 hereof.
C. The Purchase Price described in Section 2.3 hereof due at the Closing shall have been paid by Purchaser.
D. All corporate action necessary to authorize (A) the execution, delivery and performance by Purchaser of this Agreement and any other agreements or instruments contemplated hereby to which Purchaser is a party and (B) the consummation of the transactions and performance of its other obligations contemplated hereby and thereby shall have been duly and validly taken by Purchaser, and the Seller shall have been furnished with copies of all applicable resolutions adopted by the board of directors of Purchaser, certified by the Secretary or Assistant Secretary of Purchaser.
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