Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:
Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the transactions contemplated hereby in connection with the Closing is subject to satisfaction or waiver of the following conditions:
(i) the representations and warranties set forth in Section 22.a) shall have been true and correct on the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the condition of Acquired Assets as a whole or on the ability of Seller to consummate the transactions contemplated herein;
(ii) Seller shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects;
(iii) Seller’s title in and to the Acquired Assets shall be good, valid and marketable and free of all liens and encumbrances;
(iv) to the extent that Seller becomes subject to a Chapter 11 Proceeding prior to the Closing Date, (1) the bankruptcy court shall have entered an order, in a form and substance satisfactory to Buyer and Seller (the “Sale Order”), (A) approving this Agreement and all of the terms and conditions hereof, and (B) approving and authorizing Seller to consummate the transactions contemplated herein, including the assumption and assignment of the Leases by Seller to Buyer, and (2) no order staying, reversing, modifying or amending the Sale Order shall be in effect on the Closing Date;
(v) each delivery contemplated by Section 11(a) to be delivered to Buyer shall have been delivered; and
(vi) Seller shall deliver the Leased Premises in vacant, broom clean condition with all FF&E, (including without limitation the Computer and Security Equipment, as specifically set forth in Schedule II).
Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon:
A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee);
B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;
C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;
D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;
E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;
F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;
G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;
H. Buyer shall have received such additional documents, certificates, pay...
Conditions to Buyer’s Obligations. The obligations of Buyer shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Buyer:
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement shall, at its option, be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions:
Conditions to Buyer’s Obligations. Buyer’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:
Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which may be waived by Buyer:
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following conditions as of the Closing Date:
(a) (i) The representations and warranties of Seller in Section 3.04, Section 3.05, and Section 3.23 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date, (ii) the representations and warranties of Seller in Section 3.08 shall be true and correct in all material respects (disregarding all qualifications or limitations as to materiality or “Material Adverse Effect” set forth therein) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date or time, which shall be true and correct in all respects as of that specified date or time) and (iii) all other representations and warranties of Seller contained in Article III shall be true and correct in all respects (disregarding all qualifications or limitations as to materiality or “Material Adverse Effect” set forth therein other than such qualifications or limitations with respect to Section 3.06 and Section 3.15(b)) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date or time, which shall be true and correct in all respects as of that specified date or time), except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect;
(b) With respect to: (i) Section 5.08, Section 5.09, and Section 5.15, Seller shall have performed all of the covenants, obligations and agreements required to be performed by it therein in all respects at or prior to the Closing; and (ii) all other covenants, obligations and agreements contained herein, Seller shall have performed in all material respects all of such covenants, obligations and agreements required to be performed by it under this Agreement at or prior to the Closing;
(c) Seller shall have delivered to Buyer a certificate of Seller, dated the Closing Date and executed by an executive officer of Seller, stating that the conditions specified in Section 2.02(a) and Section 2.02(b) have been satisfied;
(d) Seller shall have delivered to Buyer the certificates representi...
Conditions to Buyer’s Obligations. The obligation of the Buyer to pay the Purchase Price on the Closing Date and to consummate the other transactions contemplated hereby is subject to the satisfaction, on or before the Closing Date, of the following conditions, each of which may be waived by the Buyer in its sole discretion:
Conditions to Buyer’s Obligations. The obligation of Buyer under this Agreement to consummate the Closing is subject to the conditions that:
