VENDOR’S CONDITIONS PRECEDENT. The obligations of the Vendor to complete the sale of the Purchased Shares under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by it in whole or in part).
VENDOR’S CONDITIONS PRECEDENT. The rights, duties and obligations of the Vendor under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Vendor to be fulfilled in all material aspects in the reasonable opinion of the Vendor or to be waived by the Vendor as soon as possible after the Effective Date, however; unless specifically indicated as otherwise, not later than the Subject Removal Date:
(a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date;
(b) the delivery by the Purchaser to the Vendor of written evidence, satisfactory to the Vendor in its sole and absolute discretion, acting reasonably, that each of the Purchaser's representations, warranties and covenants contained hereinabove are true and accurate;
(c) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Acquisition Shares to the Vendor on the Closing Date;
(d) the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all regulatory authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any regulatory authority to which the Purchaser may be subject; and
(e) all matters which, in the opinion of counsel for the Vendor, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose.
VENDOR’S CONDITIONS PRECEDENT. This Agreement and the obligations of the Vendor under this Agreement are subject to the fulfilment of the following conditions:
(a) the Purchaser’s representations and warranties contained in this Agreement are true as of the Delivery Date and shall be true at and as of the Submission Date as though such representations and warranties were made as of such time;
(b) the Purchaser shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Submission Date;
(c) between the date of this Agreement and the Delivery Date there has not been, and prior to the Submission Date there shall not have been, any event, condition, change of circumstances or other fact in relation to the Purchaser which has occurred that has had a material adverse impact on the Purchaser; and
(d) the Vendor shall have received from the Purchaser a certified copy of resolutions of the directors of the Purchaser appointing two Vendor Nominees as additional directors of the Purchaser as of the Effective Date and assigning one of the Vendor Nominees to a three-year term and one of the Vendor Nominees to a six- year term, with such Vendor Nominees having been chosen from the list of directors of the Vendor as contemplated in Article 8.1(d).
VENDOR’S CONDITIONS PRECEDENT. Vendor’s Conditions
8.1 The obligations of the Vendor to complete the sale of the Aquos Shares are subject to the satisfaction of or compliance with each of the following conditions precedent on or before the Closing Date
VENDOR’S CONDITIONS PRECEDENT. The obligations of the Vendors to complete the sale of the Purchased Shares and under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendors and may be waived by the Vendors, in whole or in part).
VENDOR’S CONDITIONS PRECEDENT. The obligations of the Vendor to complete the sale of the Shares is conditional upon the fulfilment of the following conditions precedent:
VENDOR’S CONDITIONS PRECEDENT. The obligations of the Vendor to sell the Purchased Shares and the other transactions contemplated hereby will be subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions precedent:
VENDOR’S CONDITIONS PRECEDENT. The obligation of the Vendors to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of or compliance with, or waiver in writing by all of the Vendors of, on or prior to the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendors and may be waived by them in whole or in part).
7.1 Truth and Accuracy of Representations of Purchaser at Closing Time The representations and warranties of Abraxas and the Purchaser made in or pursuant to this Agreement shall be Substantially true and correct as of the Closing Time and with the same force and effect is if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement or as consented to in writing by the Vendors) and the Vendors shall have received a certificate of Abraxas and the Purchaser to that effect.
VENDOR’S CONDITIONS PRECEDENT. The following are conditions precedent to Vendor's obligation to complete the sale contemplated by this Agreement
VENDOR’S CONDITIONS PRECEDENT. The obligation of each of the Vendors to effect the transactions contemplated hereunder shall be subject to the satisfaction on or prior to the Closing of the following conditions:
(a) The Purchaser shall on or prior to the Closing Date have complied with its covenants that are contemplated under this Agreement.
(b) The representations and warranties of the Purchaser and Quest contained in Article 8 and Article 9, respectively, shall be true and correct as at the date hereof and as at the Closing Date, and the Purchaser and Quest shall on the Closing Date have delivered to the Vendors a certificate of a senior officer of the Purchaser and Quest, respectively, dated as of the Closing Date, to such effect.
(c) The Vendors shall on the Closing Date have received an opinion of the Purchaser's and Quest's Canadian and U.S. counsel, dated as of the Closing Date, in form and substance acceptable to the Vendors, acting reasonably. The foregoing conditions shall be for the sole benefit of the Vendors and may be waived in whole or in part by the Vendors' Agent in writing. Subject to the second sentence of Section 5.1, in the event that any of the foregoing conditions is not satisfied or waived by the Closing Date, the Vendors shall be entitled to terminate this Agreement by notice given to the Purchaser.
