PRE-CLOSING CONDITIONS. 4.1 The obligation of the Parties to complete the sale of the Lands is subject to the satisfaction of all the conditions precedent set out in section 11.1 of the Framework Agreement and receipt of executed and registerable Releases for the Provincial Restrictive Covenant and Timber Covenant as set out in section 3.5(a) of the Framework Agreement.
PRE-CLOSING CONDITIONS. The consummation of the transactions contemplated by this Agreement by each party is subject to satisfaction of the following conditions, as applicable:
(a) Satisfaction of all of the conditions to closing set forth in the Real Estate Purchase and Sale Agreement;
(b) Execution of the Franchise Agreement in the form of Exhibit B and B-1 hereto (except that (i) the "Territory" for each Franchise Owner (as defined in the Franchise Agreement) shall be specified prior to execution thereof in accordance with the criteria set forth on Schedule 6.1
PRE-CLOSING CONDITIONS. The obligation of the Lender to advance funds at the Loan Closing Date hereof is subject to the condition precedent that, on or before the date of such advance, the Lender shall have received the following:
PRE-CLOSING CONDITIONS. The Credit Parties shall have complied with all provisions of Section 4.2 applicable thereto.
PRE-CLOSING CONDITIONS. Notwithstanding anything to the contrary herein, it is a condition precedent to Closing that:
(a) The landlord under the lease for the Belt Line Restaurant premises (the "
PRE-CLOSING CONDITIONS. The obligations of Purchaser hereunder are subject to the fulfillment at the Closing Date of each of the following conditions:
PRE-CLOSING CONDITIONS. No later than the end of the Inspection Period, Seller must receive from Purchaser and approve in writing the following items:
a) Documentation in the form of term sheets, letters of intent, or similar evidencing necessary funding is available to complete the project from legitimate, qualified sources for the costs of the design, development and construction of the project, including, but not limited to, Investor commitments associated with any Low-Income Housing Tax Credits (“LIHTCs”); and
b) Project budget. Seller shall have thirty (30) days from receipt of any item listed under this Section 2.5 to provide Seller’s written approval of such item. In the event Seller does not approve an item, Purchaser shall have thirty (30) days to modify and resubmit the item. If Purchaser and Seller fail to agree to the proposed modifications, Purchaser or Seller may terminate this Agreement by written notice to the other party and the Xxxxxxx Money shall be dispersed as set forth in Section
1.1. Seller acknowledges that Purchaser has previously submitted and Seller has approved (a) development plan inclusive of the development team, key professionals and their respective roles and time commitments, proposed tenant mix, phasing schedule, and marketing strategy, and (b) the design and aesthetic qualities of the project, including, but not limited to, land planning, landscape design, hardscape design, building design, signage and graphics.
PRE-CLOSING CONDITIONS. After exercise of the Option, Buyer’s obligation to complete the Closing and purchase the Talapoosa Project is expressly conditioned upon the matters set forth in this ARTICLE III.
3.1. All required regulatory, stock exchange, creditor, court and third-party approvals, consents, permits, waivers, exemptions and orders shall have been received at or prior to Closing.
3.2. The representations and warranties of Sellers as set forth in this Agreement shall be true and correct as of the Effective Date, the Initial Closing Date and the Option Exercise Closing Date.
3.3. No material adverse change with respect to the Talapoosa Project shall have occurred.
3.4. No injunction or order by any governmental authority prohibiting the transactions contemplated by this Agreement shall be in effect.
PRE-CLOSING CONDITIONS. Notwithstanding anything to the contrary herein, it is a condition precedent to Closing that AFG Partners, LLC and anyone else with an interest in any intellectual property relating to the operation or franchising of AMICI ITALIAN CAFÉ Restaurants (including the xxxx XXXXX ITALIAN CAFÉ and Registration No. 3408018, the content and design of the web site presently located at xxx.xxxxx-xxxx.xxx, the domain name xxx.xxxxx-xxxx.xxx, and all recipes, including all wing sauce recipes) has contributed such interests to Amici Enterprises, LLC according to the terms of the Contribution Agreement, so that Amici Enterprises, LLC owns all right, title and interest in and to such intellectual property.
PRE-CLOSING CONDITIONS. As part of the material terms of the Share Exchange and as conditions precedent to closing the Share Exchange Agreement, the Parties shall undertake and complete the following actions (the “Undertakings”):
(i) Stemlyft shall retire all debt in its entity prior to Closing.
(ii) Stemlyft shall deliver to AIH a complete list of its assets and will provide a comprehensive capital expenditure and operating budget for its future 2 year operations.
(iii) AHI shall complete its due diligence of Stemlyft to its full satisfaction and Stemlyft members agree to cooperate fully in the due diligence process and to provide any documents or information requested by AIH.
(iv) Stemlyft shall complete an audit of its financial statements by a PCAOB auditor to comply with the requirements of the Securities Exchange Act of 1934, as amended.
(v) Stemlyft will add to its current existing location in Spring, TX an AIH Altitude Chamber, biosound, salt room and other Gxxxxxx therapies, including a medical division that will include the staffing and equipment to perform and bill for medical consultations, covid-related matters, medical exams, EKG, EEG, blood panels testing and TMS and Stemlyft agrees that all future locations will have a medical division and above-listed services.
