Xxxxxxx Conditions. The obligation of Xxxxxx to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or before the Closing, of each of the conditions set forth in Section 9.1(a) of the Joint Venture Agreement, unless waived in writing by Xxxxxx.
Xxxxxxx Conditions. Xxxxxxx reserves the right to modify the Conditions unilaterally without notice. An affiliate, hereinafter Affiliate, with respect to a Person is any other Person, either directly or indirectly, controlling, controlled by or under common control with such Person. Person means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company or a governmental entity (or any department, agency or political subdivision thereof).
Xxxxxxx Conditions. The obligations of Xxxxxx to consummate the ------------------- transactions contemplated hereunder are conditioned upon the following, any or all of which may be waived by Xxxxxx in its sole and absolute discretion:
(A) All warranties and representations of VIMRx and Nexell contained in this Agreement that are qualified as to materiality 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 all representations and warranties of VIMRx and Nexell which are not so qualified shall, in all material respects, 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.
(B) VIMRx and Nexell shall, in all material respects, have performed and complied with all of the covenants and agreements (including the agreements to make the deliveries set forth in Section 8.2 hereof) required by or pursuant to this Agreement or any Transaction Document delivered pursuant to this Agreement, to be performed or complied with by them on or prior to the Closing Date.
(C) There has not been, and no facts or circumstances exist as of the Closing Date that would be reasonably likely to cause, any material adverse change in either VIMRx's or Nexell's financial condition, operating results or business prospects.
(D) VIMRx shall have assumed all of Nexell's obligations under Nexell's 1998 Non-Incentive Stock Option Plan.
(E) Nexell shall have filed with the Secretary of State for the State of Delaware a Certificate of Amendment of Certificate of Incorporation of Nexell whereby the corporate name of Nexell is changed to "Nexell of California, Inc."
(F) VIMRx shall have filed with the Secretary of State for the State of Delaware, a Certificate of Amendment of Certificate of Incorporation of VIMRx in substantially the form annexed hereto as Exhibit D, whereby, among other things, (x) the name of VIMRx is changed to --------- "Nexell Therapeutics Inc." and (y) the Conversion Price of the VIMRx Preferred Stock is changed to $2.75 per share.
Xxxxxxx Conditions. The obligation of Xxxxxxx to consummate the transactions contemplated herein and to make the initial Capital Contributions under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the Purchase Agreement for the Property:
(a) Subject to the terms of the Cost Sharing Agreement, Bluerock shall deposit into the Company’s bank account or Title Company’s designated escrow account the amount of its aggregate initial Capital Contribution set forth on Exhibit A hereto;
(b) The Purchase Agreement for the Property shall have been assigned to the Company (or a Subsidiary of the Company);
(c) The Cost Sharing Agreement has been executed and Bluerock and its affiliates are in full compliance with the terms thereof;
(d) The Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the Loan contemplated by the Loan Documents;
(e) The Management Agreement shall have been executed between the Company (or a Subsidiary of the Company) and Property Manager;
(f) All of the representations and warranties of Bluerock contained in this Agreement and the Collateral Agreements shall be true and correct as of the date hereof; and
(g) The form of Backstop Agreement shall have been approved by, and executed by, the applicable parties and delivered to Xxxxxxx.
Xxxxxxx Conditions. Solberg reserves the right to modify the Conditions unilaterally without notice. An affiliate, hereinafter Affiliate, with respect to a Person is any other Person, either directly or indirectly, controlling, controlled by or under common control with such Person. Person means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company or a governmental entity (or any department, agency or political subdivision thereof).
Xxxxxxx Conditions. All of the obligations of Sellers’ hereunder are subject to the fulfillment, prior to or at the Close of Escrow, as required, of each of the following conditions (unless waived by Sellers), subject to no reservations, restrictions, conditions or limitations unsatisfactory to Sellers:
a. [Intentionally Omitted.]
b. Buyer will execute and deposit with Escrow Holder all documents as are necessary for the timely Close of Escrow.
Xxxxxxx Conditions. At or prior to the Closing Date, the following conditions shall have been satisfied or waived by the Sellers:
(i) The representations and warranties of the Purchaser contained herein shall be true and correct in all material respects.
(ii) Any covenants or undertakings of the Purchaser required to be performed at or prior to the Closing Date shall have been satisfied in all material respects.
(iii) The Purchaser shall have deposited with its transfer agent securities comprising the Purchase Price.
Xxxxxxx Conditions. This exclusion only applies if weather conditions contribute in any way with a cause or event excluded in this policy to produce the loss. However, if loss by fire or explosion results in loss to property described in Coverage A or B, we will pay for that resulting loss.
