CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to Closing, of each of the following conditions precedent (any or all of which may be waived in writing, in whole or in part, by Buyer):
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing Date:
(a) The representations and warranties of the Seller set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
(b) The Seller shall have performed and complied with all of its covenants hereunder and the covenants it has made regarding the Seller hereunder in all material respects through the Closing Date;
(c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Seller’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(d) No material adverse change shall have taken place with respect to the Seller’s business, the Seller or Assets, and no event shall have occurred that results in a Material Adverse Effect;
(e) Seller shall have delivered to Buyer a certificate stating that all of the conditions specified above in Section 5.1(a) - (d) has been complied with; and
(f) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to close the stock purchase as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following:
(a) Singer shall have delivered to the Company all certificates evidencing Singer’s ownership of 100% of the capital stock of ATI.
(b) Singer must have entered into the Employment Agreement and Non-Compete Agreement.
(c) Other than the TRS tax, all Taxes (except corporate income taxes) due and payable by ATI without regard to any deferral by reason of extension, payment programs, or any other reason, must have been paid in full. Any Taxes accrued but not yet payable must be reflected on ATI’s balance sheet delivered to Buyer.
(d) The financial condition of ATI must be as set forth in the ATI Financial Statements as of December 31, 2005, except for changes arising as a result of the conduct of ATI’s Business in the ordinary course of business, since December 31, 2005. ATI must submit to Buyer prior to or as soon as practicable after the Closing audited financial statements prepared in accordance with GAAP, certified by an independent certified public accounting firm qualified to practice before the Securities and Exchange Commission, covering ATI’s two most recent fiscal years (at Buyer’s expense) and its most recent fiscal quarter (unaudited and prepared in ATI’s normal business practices consistently applied).
(e) ATI must have delivered to Buyer a certificate executed by the Secretary of ATI certifying (i) the names of the officers of ATI authorized to sign this Agreement to which it is a party and all other documents and instruments executed by ATI pursuant hereto, together with the true signatures of such officers; (ii) copies of corporate resolutions adopted by the Board of Directors of ATI authorizing the appropriate officers of ATI to execute and deliver this Agreement and all other agreements, documents and instruments executed by the Seller pursuant hereto and to consummate the transactions contemplated herein.
(f) The Buyer must in its sole discretion be satisfied with its full and complete due diligence of ATI and all other aspects of the transactions contemplated by this Agreement, including but not limited to financial, legal and business affairs of ATI, discussions with ATI’s customers and vendors, verification that the Business will reasonably be expected to generate at least $6,700,000, subject to adjustment by the mutual written consent of Singer and the Company, of sustainable revenue per...
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing shall be subject to satisfaction (or waiver by Buyer) of each of the following conditions:
8.1 The absence of any pending or threatened claims, or litigation seeking to enjoin or prevent the conveyance of the ProBiora3 Business, or which seeks damages, conditions, or challenges to the consummation of the Closing on any basis, or which could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business;
8.2 All of the representations and warranties given by Seller in Article IV of the Agreement being true and correct in all material respects as of the date of Closing;
8.3 The transfer, conveyance and delivery of the Purchased Assets, on a lien-free basis;
8.4 Nothing having occurred which has had or could have a Material Adverse Effect on the Purchased Assets or the ProBiora3 Business;
8.5 The execution and delivery, of either Buyer or Seller and to either Buyer or Seller, as the case may be, of all of the ancillary agreements, contracts, or documents to be provided under Article III hereof;
8.6 Seller shall have supplied Buyer with a portable hard drive containing all reasonably accessible books and records of the ProBiora3 Business of Seller; and
8.7 Seller shall have signed, and sent by overnight delivery service, correspondence addressed to the list of parties identified on Exhibit K, with a return envelope addressed to Buyer (collectively, the “Correspondence”), and provided Buyer with copies of all such Correspondence as well as a list of delivery agent tracking numbers for the Correspondence.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to close on the Closing Date under this Agreement is subject to each of the following conditions (any of which may, in the Buyer's discretion, be waived, in whole or part) existing on the Closing Date or such other applicable date:
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer’s obligation to purchase the Seller Units is subject to the fulfillment or satisfaction on or before the Closing of each of the following conditions (any one of which may be waived by Buyer, but only in a writing signed by Buyer):
(a) The representations and warranties of Seller set forth in Section 4 or otherwise provided to Buyer in writing in connection with this Agreement shall be true and correct in every material respect on and as of the Closing Date with the same force and effect as if they had been made at the Closing.
(b) Seller shall have performed and complied in all material respects with all of its covenants required to be performed by it under this Agreement including those covenants contained in Section 10.
(c) The Closing shall occur within the time period set forth in Section 1(c).
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. The obligation of Buyer to proceed with Closing are, at Buyer's option, subject to the satisfaction, waiver or release of the following conditions on or before Closing.
9.01. All of the representations and warranties made by Quantum in this Agreement shall be true and correct as of the time of Closing.
9.02. Quantum shall have delivered to Buyer an opinion of Quantum's counsel, dated as of Closing, to the effect that:
(a) Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohio.
(b) All proceedings required by law or by the provisions of this Agreement or by Quantum's certificate of incorporation or by-laws, or any other document binding upon Quantum, to be taken by Quantum in connection with the due consummation of the transactions contemplated by this Agreement have been duly and validly taken.
(c) Quantum has complete and unrestricted power to sell, convey, transfer, assign and deliver to Buyer all of the assets to be sold by Quantum to Buyer under this Agreement.
(d) The sale, conveyances, transfers, and deliveries under this Agreement to Buyer are not in contravention of any applicable federal, state or local law, or of any contract, indenture or other instrument or document to which Quantum is a party or is bound.
9.03. The Assets and the intended use thereof are not or have not been adversely affected in a material way by a casualty or other event, whether insured or uninsured, between the date of this Agreement and Closing. If such a casualty or other event occurs, Buyer shall have the option: (i) proceed with Closing according to the terms of this Agreement, (ii) proceed with Closing except that the Purchase Price shall be reduced by the dollar amount of the cost of repair or replacement of the assets affected, providing the parties to this Agreement can agree on said dollar amount, or (iii) terminate this Agreement, in which event the parties shall have no further obligation under this Agreement and Buyer's entire deposit as set forth in Section 2.02
(a) shall be immediately returned to Buyer. Buyer may elect course (ii) and then select course (i) or (iii) in the event the parties are unable to agree on the cost of repair or replacement. For purposes of this Section 9.03 only, "adversely affected in a material way" shall mean an estimated cost of $250,000.00 or more.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Xxxxx's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Xxxxx, in whole or in part):
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer shall be obligated to consummate the purchase of the Properties as contemplated by this Agreement on the Closing Date, provided the following conditions precedent have been satisfied or have been waived by Buyer:
16.2.1 All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and as of Closing as though such representations and warranties were made at and as of such time; and
16.2.2 Seller shall have complied in all material respects with all obligations and conditions contained in this Agreement to be performed or complied with by Seller on or prior to Closing.
