SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions:
5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect.
5.2.2 Buyer shall have effected payment of the Purchase Price in accordance with this Agreement.
5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement.
5.2.4 Buyer shall have delivered to Seller a certificate of its corporate secretary certifying:
(a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and
(b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby.
5.2.5 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.
SELLER'S CONDITIONS OF CLOSING. Seller's obligation to consummate the transactions provided for herein is subject only to the satisfaction or waiver by Seller on or before the Closing Date of the following conditions:
SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to close this transaction shall be subject to and conditioned upon the following, any one or more of which may be waived by Seller, in whole or in part:
SELLER'S CONDITIONS OF CLOSING. Unless waived by Seller in writing, the obligations of Seller under this Agreement are subject to fulfillment of the following conditions:
SELLER'S CONDITIONS OF CLOSING. The Sellers' obligations to sell the Securities hereunder are subject to the satisfaction or waiver, on or before the Closing Date, of the conditions precedent contained in this Section 3.
SELLER'S CONDITIONS OF CLOSING. All obligations of the Seller and the Company under this Agreement are subject to the condition that:
SELLER'S CONDITIONS OF CLOSING. Seller's obligations under this Agreement are subject, at the option of Seller, to the satisfaction at Closing of the following conditions:
(a) All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing Date; and
(b) Buyer shall have performed and satisfied in all material respects all covenants required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.
SELLER'S CONDITIONS OF CLOSING. The obligations of Sellers under this Agreement are subject, at the option of Sellers, to the satisfaction at or prior to the Closing of the following conditions:
(a) All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing; and
(b) Buyer shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing, including payment on or at Closing to the Escrow Agent of that portion of the Purchase Price which Buyer is obligated to pay as set forth in Section 3(a) above. Should the above conditions not be satisfied to Sellers’ satisfaction as of the Closing, Sellers may terminate this Agreement without further liability of either Sellers or Buyer.
SELLER'S CONDITIONS OF CLOSING. The obligations of Seller under this Agreement to close the sale and convey the Property to Purchaser are subject to satisfaction of all of the conditions set forth in this Section 8.2. Seller may waive any or all of such conditions in whole or in part, but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Seller of any of its rights or remedies if Purchaser default in the performance of any covenant or agreement to be performed by Purchaser under this Agreement or if Purchaser breach any representation or warranty made by Purchaser in this Agreement. If any condition set forth in this Section 8.2 is not fully satisfied or waived in writing by Seller, then Seller shall be released from all obligations to Purchaser under this Agreement.
SELLER'S CONDITIONS OF CLOSING. 20 8.1 REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . 20 8.2 PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . 21 8.3
