Purchaser’s Obligation to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement or to purchase the Assets is expressly subject to the satisfaction, on or prior to Closing, of all of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing):
Purchaser’s Obligation to Close. Purchaser shall not be obligated to close hereunder unless each of the following conditions shall exist on the date of Closing (the “Closing Date”): (1) the Title Company shall be prepared to issue (or shall unconditionally commit to issue) the Title Policy as described in Article V; (2) the representations and warranties made by Seller in Article VI shall be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, and Seller will so certify; (3) Seller will have, in all material respects, (a) performed all covenants and obligations, and (b) complied with all conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date or each such covenant, obligation and condition shall be waived by Purchaser in writing prior to the Closing; (4) Purchaser shall have obtained Final Approval of the Final Plat; and (5) the Property shall be in the same condition as of the Effective Date, reasonable wear and tear excepted, and no part of the Property shall be about to be acquired, or shall previously have been acquired, by authority of any governmental agency in the exercise of its power of eminent domain or by private purchase in lieu thereof. If any condition specified in this Article VIII is not satisfied on or before the Closing Date, Purchaser may, at its option (a) waive such condition either at the time originally established for Closing or at any time thereafter and proceed to Closing, (b) terminate this Agreement by written notice thereof to Seller, in which case the Deposit and any Extension Deposits shall be returned to Purchaser, or
Purchaser’s Obligation to Close. In addition to the conditions to Purchaser’s obligation to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.6 of the Agreement, the obligation of Purchaser to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.6 of the Agreement):
(a) Seller shall have delivered a Phase I environmental site assessment for (i) the Hatch Solar Project Site, (ii) the High Winds Project Site, (iii) the Xxxxxx Wind III Project Site, (iv) the Xxxxxx Wind Project Site, (v) the Xxxx Creek Solar Project Site, (vi) the Westside Solar Project Site, (vii) the Whitney Point Solar Project Site, and (viii) the Nutmeg Solar Project Site dated not earlier than one hundred eighty (180) days prior to the Closing Date (the “Phase I Reports”) to the Purchaser.
Purchaser’s Obligation to Close. Purchaser’s obligation to close on the transactions contemplated in this Agreement is subject to the satisfaction of all of the following conditions (any or all of which may be waived in whole or in part by Purchaser at any time): (i) all representations and warranties by Seller with respect to Seller and the School set forth in this Agreement shall be true and correct at and as of the Closing Date in all material respects, and (ii) Seller shall have delivered all of Seller’s deliverables pursuant to Section 3.3 hereof. For the avoidance of doubt, Purchaser’s ability to secure financing is not a condition to Purchaser’s obligation to close.
Purchaser’s Obligation to Close. The obligations of Purchaser hereunder shall be subject to the satisfaction of the following conditions precedent:
Purchaser’s Obligation to Close. The Purchaser shall not be obligated to complete the purchase and sale of the Purchased Assets pursuant to this Agreement unless, on the Closing Date, each of the following conditions has been satisfied, it being understood that the following conditions are included for the exclusive benefit of the Purchaser and may be waived, in whole or in part, in writing by the Purchaser at any time, and the Vendor agrees with the Purchaser to take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the following conditions are fulfilled at or before the Closing Date:
(a) the representations and warranties of the Vendors and the Covenantor in Section 3.1 shall be true and correct in all material respects at the Closing;
(b) the Vendors shall have performed and complied with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in Article 5 or elsewhere in this Agreement; and
(c) the Purchasers shall be satisfied, acting reasonably, that if any Approval cannot be fully transferred to the Purchaser or re-issued to the Purchaser, as the case may be, or has expired and has not yet been renewed, or is pending and not yet granted in respect of the operation of the Campuses, the transfer, re-issuance or granting of certifications or degrees to students or any material Approval pertaining to the Business and/or the approval of this transaction by Government Agencies and the stock exchange on which shares of the Purchaser are listed, such Approval and/or re-issuance will be granted in due course. In case any of the foregoing conditions shall not be satisfied at the Time of Closing, the Purchaser may at its option:
(d) refuse to complete the transactions contemplated herein by notice to the Vendors and in such event the Purchaser shall be released from all obligations hereunder provided that the Purchaser shall have the right to be indemnified in accordance with Article 6 for all Losses if such refusal is made due to circumstances referred to in Section 5.6(a) or 5.6(b); or
(e) complete the transactions contemplated herein provided that the Purchaser should not have waived or be deemed to have waived any rights it may have to be indemnified in accordance with Section 6.1(a); Provided that if any of representation...
Purchaser’s Obligation to Close. Purchaser will not be obligated to close hereunder unless each of the following conditions have been satisfied or waived by Purchaser on the "Closing Date" (as defined in Section 6.1):
Purchaser’s Obligation to Close. In addition to the conditions to Purchaser’s obligation to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.6 of the Agreement, the obligation of Purchaser to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.6 of the Agreement):
(a) Seller shall have delivered a Phase I environmental site assessment for each Project, dated not earlier than one hundred eighty (180) days prior to the Closing Date (the “Phase I Reports”) to the Purchaser.
Purchaser’s Obligation to Close. The Purchaser’s obligations to accept delivery of such stock certificates and to pay for the Shares shall be subject to the following conditions, any one or more of which may be waived in writing by the Purchaser:
(a) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(b) there shall have been no suspension of trading or listing of the Company’s shares of Common Stock on the NASDAQ National Market or NASDAQ Capital Market, as applicable;
(c) the Company shall have delivered to the Purchaser a certificate executed by its Chief Executive Officer and Chief Financial Officer, dated as of the Closing Date, in substantially the form attached hereto as Exhibit A, to the effect that the representations and warranties of the Company set forth in Section 6 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied in all material respects with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(d) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, PC, counsel to the Company, shall have delivered a legal opinion to the Purchaser in substantially the form attached as Exhibit C hereto.
Purchaser’s Obligation to Close. In addition to the conditions to Purchaser’s obligation to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.6 of the Agreement, the obligation of Purchaser to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies is subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Xxxxxxxxx, in whole or in part, to the extent permitted by applicable Law) (if “none” is RLF1 28114541v.2 916425.18B-WILSR01A - MSW written below, then there are no additional conditions under Section 3.6 of the Agreement):
(a) Emerald Breeze Holdings and XXXX shall have executed and delivered, on or prior to the Closing Date, the Build-Out Agreement (Emerald Breeze), which shall remain in full force and effect;
