Parties' conditions precedent Sample Clauses

Parties' conditions precedent. All of the rights, duties and obligations of each of the Parties under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Effective Date; however, unless specifically indicated as otherwise, not later than five calendar days prior to the Closing Date (such date being the "Subject Removal Date"): (a) the delivery by the Vendor to the Purchaser of written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that each of the Vendor's representations, warranties and covenants contained hereinabove are true and accurate and including, without limitation, confirming that: (i) the underlying Option Agreement is in good standing and that the Vendor's Rights thereunder are in full force and effect without limitation; and (ii) the Vendor has waived and continues to waive its current right of first refusal in respect of the Concentric Acquisition under "Section 9.4.3"of the Option Agreement pending the completion of this Acquisition and the Concentric Closing; (collectively, the "Conditions Precedent"); (b) the specific ratification of the terms and conditions of this Agreement by the Board of Directors of each of the Vendor and the Purchaser within one business day of the Effective Date (collectively, the "Ratification"); (c) the completion by each of the Vendor and the Purchaser of an initial due diligence and operations review of the other Party's respective businesses and operations within 10 calendar days of Effective Date (collectively, the "Initial Due Diligence"); (d) if required under applicable corporate and securities laws and the policies of applicable stock exchanges, the receipt of all necessary approvals from any regulatory authority having jurisdiction over the transactions contemplated by this Agreement on or before May 15, 2011; and (e) if required under applicable corporate and securities laws, the respective shareholders of the Purchaser and the Vendor passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby.

Parties' conditions precedent. The obligations of each of the Parties to consummate the Transaction are subject (i) to the fulfillment, on or before the Closing Date, of the following conditions precedent (which cannot be waived by the Purchasers and/or Seller); and (ii) to such conditions precedent remaining fulfilled on the Closing Date (the “Parties’ Conditions Precedent”): (i) Requirements of Law No. 11,101/05 and the Judicial Reorganization Plan. All requirements and formalities set forth in Law No. 11,101/05 and in the Judicial Reorganization Plan that are necessary for the Closing and consummation of the Transaction shall have been complied with, including with regard to the validity and legitimacy of the formation of the UPI Mobile Assets;

Parties' conditions precedent. The Closing is subject to the following conditions precedent for the benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, on or before the Closing Date: (a) the Purchaser will have delisted from the TSXV; and, (b) the Purchaser will have obtained conditional approval to list on the CSE.

Parties' conditions precedent. The Parties shall not be obligated to proceed with the Project unless all of the conditions precedent set forth in Section 1.3 of the A&R Lease are satisfied and all of the following conditions precedent have also been satisfied (or waived by both Parties in their sole discretion):

Parties' conditions precedent. The Parties jointly commit, with the WINNING BIDDER taking the lead, to secure the following: i. Approval of this Agreement, Xxxxxx and the WINNING BIDDER's TCGR by the ERC; ii. Preferred payment security agreement; iii. Signing of enabling agreement with NPC/SPUG for the use of transmission line, if applicable; and iv. Such other documents that the other Party may require for permitting process.

Parties' conditions precedent. Any obligation of the Parties to cause the preparation of the closing documents relating to GCYT ’s acquisition and XxxXxx’s sale of Yang Tan of the JinXin‘rights’ for the GCYT as proposed and anticipated herein shall be subject to the parties waiver in relation to each of the following conditions precedent:

Parties' conditions precedent. The obligations of the Parties to complete the purchase of the Purchased Shares under this Agreement are subject to the satisfaction of, or compliance with, at or before the time of Closing: (a) the Key Regulatory Approvals shall have been obtained; and (b) no action or proceeding at law or in equity shall be pending by any Governmental Authority or Person to enjoin or prohibit the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Selling Stockholders to dispose of any of the Purchased Shares.

Parties' conditions precedent. All of the rights, duties and obligations of each of the Parties under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Effective Date: (a) if required under applicable corporate and securities laws, the receipt of all necessary approvals from any Regulatory Authority having jurisdiction over the transactions contemplated by this Agreement on or before November 30, 2014; and (b) the Board of Directors of the Purchaser approving of the issuance by the Purchaser to the order and direction of the Vendor of all of the Consideration Shares in accordance with section 2.2 hereinabove and, in addition, the Board of Directors of the Purchaser, if required, having also approved and received any required notice of such other matters as may be agreed to as between the Parties prior the completion of the transactions contemplated by this Agreement.

Parties' conditions precedent. The obligation of the Gothic Parties to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date of each of the following conditions, any or all of which may be waived in whole or in part: 12.1 No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any governmental or regulatory body preventing consummation of the transactions contemplated by this Agreement; 12.2 No action will have been commenced or threatened against the Gothic Parties, Chesapeake or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or to challenge the transactions contemplated by this Agreement; 12.3 All representations and warranties of Chesapeake contained herein will be true and correct in all material respects; 12.4 Chesapeake will have performed in all material respects all obligations, agreements and conditions contained in this Agreement to be performed or complied with by Chesapeake; and 12.5 The Gothic Parties will have received such certificates of Chesapeake, dated the Closing Date, signed by officers of Chesapeake and others to evidence compliance with the conditions set forth in this paragraph 12. 12.6 All of the transactions contemplated by the Related Agreements shall have been consummated on the terms and conditions set forth in the Related Agreements.