Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by the Seller in this Agreement):
13.3.1. All representations and warranties made by the Seller in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date.
13.3.2. All covenants, promises and agreements made by the Seller in this Agreement and all other actions required to be performed or complied with by the Seller under this Agreement prior to or at the Closing shall have been fully performed or complied with by the Seller.
13.3.3. Seller shall have fully disclosed this transaction to all creditors of Seller and shall not have concealed this transaction from any creditor; Seller shall not have been sued or threatened with suit, except as otherwise fully disclosed to Purchaser in an exhibit to this Agreement; Seller shall not have removed or concealed any assets, whether or not such assets are to be transferred under this Agreement; Seller shall have assets greater than Seller's debts, using a fair valuation; Seller shall pay and continue to pay their debts as they become due; and Seller shall not have incurred individually or in the aggregate any substantial debt that is substantially greater than the debts incurred by the Seller in the ordinary course of Seller's business.
13.3.4. The Purchaser shall have received all things required to be delivered or furnished to the Purchaser by the Seller hereunder prior to or at the Closing.
13.3.5. All necessary permits, licenses and approvals pursuant to Section 7 of this Agreement shall have been obtained.
13.3.6. There shall not have occurred any material adverse change in the business of Seller or in the Assets.
Purchaser’s Conditions to Close. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of any such conditions may be waived, in writing, by Purchaser:
(a) The representations and warranties of the Sellers and the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, however, that no representation or warranty of the Sellers or the Company (other than the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5, which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of the Company, constitutes a Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.2(a) (except with respect to the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect,” “Seller Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded;
(b) The Company and the Sellers shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement and satisfied all the conditions required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing Date;
(c) No Governmental Entity in the United States shall have (i) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Tran...
Purchaser’s Conditions to Close. The obligations of Purchaser to consummate the transaction provided for herein are subject, at the option of Purchaser, to the fulfillment on or prior to the Closing Date of each of the following conditions:
Purchaser’s Conditions to Close. The obligations of Purchaser under Article IX of this Agreement are, at the option of Purchaser (which may be waived specifically in writing by Purchaser in whole or in part) subject to the satisfaction on or prior to Closing of the following conditions:
Purchaser’s Conditions to Close. Purchaser shall have no obligation to close the transactions contemplated by this Agreement unless and until the following conditions precedents are satisfied or waived in writing by Purchaser or Live:
Purchaser’s Conditions to Close. Purchaser’s obligation to close the transactions contemplated hereby at the Closing shall be subject to Purchaser’s receipt of Seller’s and Principals’ deliveries set forth in Section 4.2 and the complete satisfaction and fulfillment of all of the following conditions precedent (“Purchaser Conditions to Close”), any or all of which may be waived in whole or in part by Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation, or warranty made by Seller or Principals in this Agreement):
4.5.1 All representations and warranties made by Seller and Principals in this Agreement shall be true and accurate as of the Closing Date.
4.5.2 All covenants, promises, and agreements made by Seller and/or Principals in this Agreement and all other actions required to be performed or complied with by Seller and/or Principals under this Agreement prior to or at the Closing shall have been fully performed or complied with by Seller and/or Principals.
4.5.3 The absence of any event that would reasonably be expected to have a material adverse change in the Business or the Assets on or prior to the Closing Date.
4.5.4 Purchaser being satisfied, in its sole discretion, with the results of its due diligence investigation of Seller, the Assets, and the Business.
4.5.5 Purchaser and Seller shall have collaborated on a business plan and business model for 2023.
4.5.6 The parties shall have agreed upon the items that, pursuant to the terms of this Agreement, are to be agreed upon by the parties prior to the Closing, which items include the Closing documents and the schedules to this Agreement, to the extent that they are not attached to it prior to its execution.
4.5.7 Each of the Principals shall enter into a non-competition agreement and non-solicitation agreement as set forth in Section 6.3 below.
Purchaser’s Conditions to Close. The obligations of Purchaser to consummate the transactions provided for herein are subject, at the option of Purchaser, to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) The representations and warranties of Seller herein contained shall be true and correct in all material respects on the Closing Date as though made on and as of such date.
(b) Seller shall have performed all material obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing.
(c) No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.
(d) Purchaser shall have completed its title verification efforts with respect to Seller’s title to the Assets and shall have satisfied itself as to Seller’s title to the Assets.
Purchaser’s Conditions to Close. The Purchaser's obligation to close the transactions contemplated hereby at the Closing shall be subject to the complete satisfaction and fulfillment of all of the following conditions precedent, any or all of which may be waived in whole or in part by the Purchaser (but no such waiver of any such condition precedent shall be or constitute a waiver of any covenant, promise, agreement, representation or warranty made by Birch Branch in this Agreement):
6.3.1. All representations and warranties made by Birch Branch in this Agreement shall be complete and accurate at and as of the Closing on the Closing Date.
6.3.2. All covenants, promises and agreements made by Birch Branch in this Agreement and all other actions required to be performed or complied with by Birch Branch under this Agreement prior to or at the Closing shall have been fully performed or complied with by Birch Branch.
6.3.3. If any condition or contingency applicable to Purchaser is not satisfied at or before Closing or if Purchaser shall otherwise exercise any right it may have to terminate this Agreement, then this Agreement shall terminate, each party hereto shall be released and relieved from any further duty, liability or obligation hereunder.
Purchaser’s Conditions to Close. Purchaser's obligation to close is conditioned upon: (i) All of Seller's representations and warranties being true as of the Closing Date; and (ii) Seller's having performed all of Seller's covenants set forth in this Agreement.
Purchaser’s Conditions to Close. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the condition that the Merger closes immediately prior to the Closing.
