Conditions to the Seller’s Obligation to Close. The obligations of the Seller to consummate the Acquisition and to take the other actions required by this Agreement at the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to the Seller’s Obligation to Close. The Seller’s and the Seller Stockholders’ obligation to sell the Transferred Assets and to take the other actions required to be taken by the Seller and the Seller Stockholders at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller Representative, in whole or in part):
(a) Each of the representations and warranties of the Buyer contained in Article VI of this Agreement: (i) that is a Fundamental Representation of the Buyer shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Buyer shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as would not reasonably be expected to materially impede or delay the ability of the Buyer to consummate the transactions under this Agreement.
(b) The Buyer has performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by the Buyer under this Agreement on or prior to the Closing Date, and the Buyer has delivered all items required to be delivered at the Closing pursuant to Section 3.2(b).
(i) All conditions to the obligations of Adaplis under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) Adaplis shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.
Conditions to the Seller’s Obligation to Close. The obligations of the Sellers to consummate the Closing transactions contemplated hereby are subject to the satisfaction of the following precedent or concurrent conditions (collectively, the "Seller Conditions"), each of which the Sellers may waive:
Conditions to the Seller’s Obligation to Close. The Seller's obligation to close shall be subject to the satisfaction of the following conditions prior to or at the Closing, unless waived by the Seller:
Conditions to the Seller’s Obligation to Close. The Seller’s obligation to consummate the sale of the Purchase Shares hereunder is subject to the fulfilment, prior to or at the Closing, of each of the following conditions:
(i) The representations and warranties of the Purchaser were true and correct when made and shall be true and correct at the Closing in all material respects as though made again at the Closing Date.
(ii) The Purchaser shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects.
Conditions to the Seller’s Obligation to Close. (a) The Seller shall not be obligated to proceed with the Closing unless and until each of the following conditions has been fulfilled or waived in writing by the Seller:
(1) The Purchaser shall be prepared to pay to the Seller the Purchase Price and all other amounts to be paid to it at Closing pursuant to the provisions of this Agreement;
(2) The Purchaser shall be prepared to deliver to the Seller all instruments and documents to be delivered by Purchaser to the Seller at the Closing pursuant to Section 15 and Section 16 or any other provision of this Agreement; and
(3) This Agreement shall not have been previously terminated pursuant to any other provision hereof.
(b) In the event that any of the foregoing conditions shall not have been fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(a) hereof, the Seller may elect, upon notice to the Purchaser, to terminate this Agreement, in which event the Xxxxxxx Money shall be immediately released to the Seller and neither party shall have any further liability or obligation to the other, except for any other provision of this Agreement that is expressly intended to survive the termination of this Agreement.
Conditions to the Seller’s Obligation to Close. 8.1 The Seller' obligation to close shall be subject to the satisfaction of the following conditions prior to or at the Closing, unless waived by the Seller:
Conditions to the Seller’s Obligation to Close. The obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Anadarko in its sole discretion), at or prior to the Closing, of each of the following conditions:
Conditions to the Seller’s Obligation to Close. The obligation of the Sellers to consummate the purchase and sale of the Purchased Shares contemplated by this Agreement is subject to satisfaction (or written waivers of the Sellers) of the following conditions:
(a) the payment of the Purchase Price by the Purchaser to the Sellers, which may be satisfied by the delivery to the Sellers of an irrevocable instruction letter to the transfer agent for the Common Stock to have the shares of Common Stock constituting the Purchase Price issued to Sellers within five (5) business days, in book entry form unless a paper certificate is requested by any Seller;
(b) the representations and warranties of the Purchaser, as set forth in Section 5 of this Agreement, are true and correct in all material respects as of the Closing Date with the same effect as though made at and as of the Closing Date; provided, however, that those representations and warranties that are specifically made as of a particular calendar date shall be so true and correct as of such date;
(c) the Purchaser has performed and complied in all material respects with all covenants required to be performed by it under this Agreement on or prior to the Closing Date; and
(d) execution and delivery by the Purchaser to the Seller and the Company of a cross receipt in such form as mutually agreed to by the parties hereto.
Conditions to the Seller’s Obligation to Close. The obligations of the Seller to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions to the satisfaction of the Seller:
(a) The Buyer shall pay the Closing Date Purchase Price in immediately available funds to the Seller.
(b) The Company shall have delivered the Employment Agreement, the Confidentiality Agreement and the Services Agreement, each duly executed by the Company.
(c) The Buyer and the Company shall have executed and delivered to the Seller the Shareholders’ Agreement.
(d) Consolidated Water Co. Ltd. (“Parent”) shall have executed and delivered a guaranty of Buyer’s obligations under Section 3.01 of this Agreement in form and substance acceptable to Seller.
(e) All consents waivers and approvals necessary or desirable to effectuate the transactions contemplated herein.
(f) The bylaws of the Company shall be in such form as are acceptable to the Buyer and the Seller.
(g) Parent shall have loaned the Company Five Hundred Ten Thousand Dollars ($510,000), and the Company shall have executed and delivered to Parent the Promissory Note.
