Conditions to the Parties’ Obligations to Close. The obligation of Seller and Buyer to consummate the transactions contemplated hereunder is contingent upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date;
(b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing have been tendered;
(c) The Property will be in substantially the same condition as existed on the date of the engineering report listed on Exhibit E of this Agreement, subject to ordinary wear and tear;
(d) There shall exist no material violation of any law, rule or regulation affecting or relating to the Property or its use, including any environmental law or regulation;
(e) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party (including, in the case of Seller, each Affiliate) that would materially and adversely affect the other party’s ability to perform its obligations under this Agreement;
(f) There shall exist no pending or threatened action, suit or proceeding with respect to the Property or the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby;
(g) With respect to each of the Leases, Seller shall have delivered to Buyer (i) an estoppel certificate executed by Seller in the form of Exhibit F hereto (the “Seller’s Estoppel”) or (ii) a tenant estoppel in the form of Exhibit G hereto or the form required by the applicable Lease (each such certificate being a “Tenant Estoppel”). To the extent that Seller Estoppels are delivered with respect to any Lease, such estoppel shall be deemed of no further force or effect upon the delivery of a Tenant Estoppel from the applicable tenant which is not inconsistent with the Seller Estoppel.
(h) The Buyer shall not be obligated to close the transactions contemplated by this Agreement unless upon the sole condition of payment of the premium, at Closing, the Title Company shall irrevocably commit to issue to Buyer, as the case may be, an ALTA Owner’s Policy of title insurance, with extended coverage (i.e., with ALTA ...
Conditions to the Parties’ Obligations to Close. The respective obligations of each Party to consummate the transactions to be consummated pursuant to this Agreement on the Closing Date shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, any or all of which may be waived in writing, in whole or in part, to the extent permitted by Section 11.7 and Applicable Law.
Conditions to the Parties’ Obligations to Close. Each of the Parties’ obligation at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived by the applicable Party:
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of SELLER, on the one hand, and BUYER, on the other hand, to consummate the transactions contemplated under this Agreement shall be contingent upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date; and
(b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered; and
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth herein, the obligation of Seller, on the one hand, and Buyer, on the other hand, to consummate the transactions contemplated hereunder shall be contingent upon the following:
Conditions to the Parties’ Obligations to Close. The respective obligations of the Equity Owners, Church, Mead, and Network to enter into the Exchange are subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) As of the Effective Time, no action, suit or proceeding shall have been instituted or, to the knowledge of the parties, be pending or threatened before any court or other governmental body by any public agency or governmental authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby or to seek damages or other relief in connection therewith against any officer or director of Sunwin, any Equity Owner, Network, Church or Mead; and
(b) Xxx third party and other consents required for the Exchange shall have been obtained; and
(c) The business, legal, technical and financial due diligence of each party of the other shall have been completed and shall be satisfactory to each party in its sole discretion; and
(d) There shall not have been any material adverse change in the financial condition, operations, business prospects, employee relations, customer relations, assets, liabilities (accrued, absolute, contingent, or otherwise) or income of either Sunwin or Network, or the business of either Sunwin or Network; and
(e) The legal research and analysis as to the availability and anticipated perfection of exemptions from all applicable Federal and state securities offering registration requirements relating to the issuance of the Network Common Stock in connection with the Exchange shall have been completed and shall be satisfactory to Network and the Equity Owners in their sole discretion; and
(f) Certain SunWin stockholders shall have entered into an agreement with Church and Mead whereby it acquires frox xxem 750,000 of the shares of Network's common stock held by them for a cash purchase price of $175,000.
Conditions to the Parties’ Obligations to Close. The respective obligations of Cubico, the Subsidiary and HTVN to enter into the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:
(a) This Agreement and the Merger shall have been authorized and approved by the shareholders of Cubico in accordance with the provisions of Section 1201 of the CCC, by the sole shareholder of the Subsidiary in accordance with Section 252 of the DGCL; and
(b) As of the Effective Time, no action, suit or proceeding shall have been instituted or, to the knowledge of the parties, be pending or threatened before any court or other governmental body by any public agency or governmental authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated hereby or to seek damages or other relief in connection therewith against any officer or director of Cubico, the Subsidiary or HTVN; and
(c) The affirmative vote of at least 95% of the outstanding shares of Cubico Common Stock; and
(d) HTVN shall have secured a commitment for a debt or equity round of financing of at least $15,000,000 prior to the Latest Closing Date.
Conditions to the Parties’ Obligations to Close. 4.1 Conditions to Company’s and Trustee’s Obligations to Close. The respective obligations of Company, on the one hand, and the Trustee, on the other, to consummate the transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a) No judgment, decree, injunction, order or proceeding shall be outstanding or threatened by any Governmental Entity which prohibits or materially restricts the effectuation of, or threatens to invalidate or set aside, the Agreement.
(b) No Rule shall be outstanding or threatened by any Governmental Entity which prohibits or materially restricts the consummation of, or threatens to invalidate or set aside, the Agreement or which would not permit the businesses presently carried on by Company to continue materially unimpaired following the Closing.
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth herein, the obligation of Contributor and Tower, on the one hand, and Partnership, on the other hand, to consummate the Closing contemplated hereunder shall be contingent upon the following: A The other party's representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date. B As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing have been tendered;
Conditions to the Parties’ Obligations to Close. In addition to all other conditions set forth elsewhere in this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the Transaction shall be conditioned upon the following:
(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; and
(b) As of the Closing Date, the other party shall have performed its obligations hereunder and all deliveries to be made at Closing by the other party shall have been tendered. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing has not been satisfied as of the Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date whereupon Purchaser shall receive a prompt return of the Deposit, other than the Independent Consideration which shall be delivered to Seller, or elect to close, notwithstanding the non- satisfaction of such condition, in which event such party shall be deemed to have waived such condition.
