Obligations of Hospah and SFPMC Prior to the Option Closing Sample Clauses

Obligations of Hospah and SFPMC Prior to the Option Closing. At ------------------------------------------------------------ all times during the Option Period, and, if HNRC timely exercises the Purchase Option, at, all times prior to the Option Closing, Hospah (as to the Hospah Assets), and SFPMC (as to the SFPMC Assets), shall perform and comply with the following duties and obligations: (i) In the event that Hospah and/or SFPMC desires to abandon any of the Option Property, Hospah and/or SFPMC (i.e. the Party or Parties that hold an interest in the Option Property at issue) shall provide HNRC with written notice of its intentions no less than 90 days prior to abandonment. The notice shall identify with specificity the Option Property to be abandoned. HNRC shall have the right, by providing written notice thereof to Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Option Property at issue) within the 90 day period described above, to elect to receive from Hospah and/or SFPMC (i.e. from the Party or Parties that hold an interest in the Option Property at issue) at no charge, an assignment or conveyance of the Option Property at issue. Within ten days following the provision of such written notice to Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Option Property at issue) Hospah and/or SFPMC (i.e. the Party or Parties that hold an interest in the option Property at issue) shall execute and deliver to HNRC a deed, assignment, or bill of sale, as appropriate, in form and substance reasonably sxxxxfactory to HNRC, conveying the Option Property at issue unto HNRC; and (ii) Subject to the rights of Hospah and/or SFPMC to abandon Option Property in accordance with the provisions of Section 3.7 H (i) above, Hospah (as to the Hospah Assets) and SFPMC (as to the SFPMC Assets) shall protect, maintain and keep in good standing all real and personal property subject to the Purchase Option. Hospah (as to the Hospah Assets) and SFPMC (as to the SFPMC Assets) shall timely, fully and properly make all filings, perform all assessment work and pay all fees, rentals and other payments required under Applicable Law to maintain all Unpatented Claims encompassed within the Option Property. Hospah (as to the Hospah Assets) and SFPMC (as to the SFPMC Assets) shall timely and fully perform all obligations and make all payments required in order to keep the Mineral Lease and Purchase Option Agreements in full force and effect, subject to such amendments and modifications thereto a...
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Related to Obligations of Hospah and SFPMC Prior to the Option Closing

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Conditions Precedent to the Obligations of Sellers The obligations of Sellers to consummate the Transactions are also subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by the Seller Representative in writing: (a) Each representation and warranty of Buyer contained in this Agreement shall, if specifically qualified by materiality or Material Adverse Effect, be true and correct in all respects and, if not so qualified, be true and correct in all material respects, in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of such date (other than those representations and warranties made as of a specific date, which shall be true and correct or true and correct in all material respects, as the case may be, as of such date). (b) Buyer shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement shall to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to obligations and agreements that are qualified by materiality, Buyer shall have performed such obligations and agreements, as so qualified, in all respects. (c) Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed by a duly authorized officer of Buyer certifying as to (i) the fulfillment of the conditions specified in Sections 8.2(a) and (b), and (ii) the incumbency of each Person having authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is party. (d) There shall not have been any material statute, rule, regulation, order, judgment or decree proposed, enacted, promulgated, entered, issued, enforced or deemed applicable by any foreign or United States federal, state or local Governmental Authority, and there shall be no action, suit or proceeding pending or threatened, which: (i) makes or may make any Transaction Document or any of the Transactions illegal, or imposes or may impose material damages or penalties in connection therewith; or (ii) otherwise prohibits or unreasonably delays, or may prohibit or unreasonably delay the Transactions. (e) Since the date hereof, nothing shall have occurred, and Sellers shall not have become aware of any circumstance, change or event having occurred prior to such date, which individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect on the consummation of the Transactions. (f) Since the date hereof, there shall not have been any Material Adverse Effect on Buyer, or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. (g) Buyer shall have delivered to Sellers such other documents or instruments as Sellers reasonably request and are reasonably necessary to consummate the Transactions.

  • Conditions Precedent to the Obligations of Seller The obligations of Seller under this Agreement are subject to the each of the following conditions being met:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

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