Conditions to Purchaser’s Obligation to Close. The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:
Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to acquire the Properties shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:
Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to consummate the transactions provided for hereby is subject to the satisfaction, on or prior to the Closing Date, of the following conditions (any of which may, in Purchaser's sole discretion, be waived in whole or in part): (1) the terms of the debt owed by Seller to National Bank, as of the Closing Date (the "National Bank Debt"), shall have been amended to allow for assumption of the debt by Purchaser and payment thereof on a schedule acceptable to Purchaser; (2) Purchaser's due diligence examination of the Business and the Acquired Assets shall be acceptable to Purchaser in its sole discretion; (3) all representations and warranties of Seller and Shareholder contained in this Agreement shall be true and correct in all respects at and as of the Closing Date, and Seller and Shareholder shall have performed all agreements and covenants required hereby be performed by them prior to and at the Closing Date; (4) all consents, approvals and waivers necessary to permit Seller to transfer the Acquired Assets to Purchaser shall have been obtained; (5) no proceeding by any person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby; (6) Seller and Shareholder shall have furnished Purchaser with such certificates of its officers as may be reasonably requested by Purchaser to evidence compliance with the conditions set forth in this Section 4.05; (7) Purchaser shall have received from Seller resolutions adopted by the board of directors and shareholders of Seller approving this Agreement and the transactions contemplated hereby; (8) the closing of the transactions contemplated by the Note Purchase Agreement shall have occurred; and (9) Seller and Shareholder shall have made the deliveries required pursuant to Section 4.03 of this Agreement.
Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement, including the sale and purchase of the Property, is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below in this Section 12.2; PROVIDED, HOWEVER, that Purchaser, at its election evidenced by written notice delivered to Seller prior to or at the Closing, may waive any or all of such conditions:
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to effect the purchase of the Shares at the Closing and to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by Purchaser, in its sole discretion, on or prior to the Closing Date, of all of the following conditions:
(a) (i) the warranties of Parent and Seller set out in Sections 9.1, 9.2, 9.3, 9.12(a) and 9.21 (the “Seller Fundamental Warranties”) shall be true and correct in all respects as of the date hereof and as of the Closing Date, as if made at and as of such time (except to the extent any such warranty expressly speaks as of an earlier or particular date, in which case as of such earlier or particular date), (ii) the other warranties of Parent and Seller set forth in Section 9 shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier or particular date, in which case as of such earlier or particular date), except where the failure of such warranties to be so true and correct (without regard to any qualifications or exceptions contained as to “materiality”, “Material Adverse Effect” or similar qualifiers contained in such warranties), individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect; provided, that, irrespective of the disclosure by Parent or Seller or the knowledge of Purchaser of such breach or breaches at the Closing, Purchaser shall retain all rights for indemnification under Section 11 of this Agreement in respect of such breach or breaches;
(b) the covenants, agreements and undertakings of each of Parent and Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, except Section 4.1(a), which shall have been performed in all respects;
(c) the Neste Oil Contract shall have been executed by the parties thereto;
(d) Parent shall have provided evidence in the form of an up-dated extract from the Finnish land register to confirm that that the real estates with the real estate register numbers 564-64-3-11 and 564-65-1-3, which real estates constitute the land area leased by the Company from Parent under the Oulu Lease, are free from mortgages (kiinteistökiinnitys); and
(e) since the date of this Agreeme...
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date).
(b) Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.
(c) Seller shall have delivered to Purchaser the Assignment.
(d) Purchaser shall have completed its due diligence of the Patents and the results thereof shall be satisfactory to the Purchaser in its sole and absolute discretion.
(e) The parties have satisfied the Counsel Selection Condition, as described in Section 2.4(b) herein.
Conditions to Purchaser’s Obligation to Close. The obligations of Purchaser to purchase and pay for the Acquired Assets and perform its obligations at the Closing are subject to the satisfaction, at or before the Closing, of all the conditions set forth in this Section 7.1. Seller shall use its reasonable best efforts to satisfy or cause to be satisfied each of such conditions. Purchaser may waive any or all of such conditions in whole or in part without prior notice. No such waiver of a condition shall, however, constitute a waiver by Purchaser of any of its other rights or remedies, at law or in equity, if Seller shall breach or be in default under any of its representations, warranties or covenants made under or pursuant to this Agreement.
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to close on the purchase of the Property is conditioned on the following:
(a) Seller will have performed all of the covenants and obligations to be performed by Seller under this Agreement at or before the Closing, and the representations and warranties of Seller set forth in this Agreement will be true in all material respects on and as of the Closing Date; and
(b) There will have been no material adverse change from the Effective Date in the condition of the Property, other than as a result of a casualty or condemnation which will be governed by Section 6.2 hereof. If one or more of the conditions set forth above in this Section 7.1 has not been satisfied as of the Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Deposit will be immediately returned to Purchaser and neither party will have any further rights or obligations hereunder, except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of Section 9.2 will apply.
Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Purchaser at or prior to Closing:
(a) Seller shall have performed in all material respects all of its obligations under this Agreement which are required to be performed at or prior to Closing.
(b) All representations and warranties of Seller set forth in Article V of this Agreement shall have been true and correct in all material respects as of the Contract Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
(c) Seller shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 8.02(a).
(d) The Operating Tenants, NY License Holders, Manager and/or their respective Affiliates shall have obtained all of the Healthcare Permits necessary for the operation of the Facilities after the Closing.
(e) All lender consents required under the documents evidencing the Existing Owner Financing shall have been obtained.
Conditions to Purchaser’s Obligation to Close. (a) Section 7.2.2(9) of the Agreement is hereby amended and restated in its entirety as follows:
