Conditions Precedent to Obligations of the Seller Sample Clauses

Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;
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Conditions Precedent to Obligations of the Seller. The obligations of the Seller to proceed with the transactions to be consummated hereunder at the Closing, shall be subject, at the option of the Seller, to the fulfillment of each and all of the following conditions at or prior to but no later than the Closing Date or extension thereof agreed upon by the Parties: A. All of the representations and warranties of the Buyer contained in Article 6 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. B. There shall have been delivered to the Seller a certified copy of resolutions duly adopted by the board of Directors of the Buyer authorizing and approving the execution and delivery of this Agreement by the Buyer and authorizing the Buyer to consummate the transactions contemplated hereby. C. Buyer shall have delivered a copy of resolutions duly adopted by the board of Directors of the Buyer authorizing issuance of 13,500,000 shares of common stock of the Buyer to Seller as payment of Purchase Price pursuant to section 2.1 herein D. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by Seller's legal counsel, as to their form and substance. E. The Buyer shall provide to Seller a written confirmation that (1) all notices, reports or filings required of Seller have been made, (ii) that all corporate and third party approvals have been received, and (iii) any additional fact confirmation, the need for which, that arises as a result of the various inspections provided for herein. F. Seller shall obtain approval from its legal counsel to the transactions contemplated by this Agreement, which consent shall not be unreasonably withheld.
Conditions Precedent to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by the Seller of the following conditions precedent on or before the Closing Date:
Conditions Precedent to Obligations of the Seller. All obligations of the Seller to consummate the Transactions are subject to the satisfaction prior thereto of each of the following conditions:
Conditions Precedent to Obligations of the Seller. The obligations of the Seller with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. Upon Closing, all conditions not satisfied shall be deemed to have been waived.
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to sell the Equity Interests to the Buyer is subject to the satisfaction, as of the Closing, of the following conditions (any of which may be waived, to the extent permitted by Law, by the Seller in whole or in part): (a) The representations and warranties of the Buyer contained in Article 3 shall be correct and complete in all respects as of the date hereof and 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, which shall be correct and complete in all respects as of that specified date), except where the failure of such representations and warranties to be correct and complete would not have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby. (b) The Buyer shall have performed, in all material respects, all covenants and obligations required by this Agreement to be performed by the Buyer on or before the Closing Date. (c) The Seller shall have received the following agreements and documents: (i) The Buyer shall have delivered or caused to be delivered to the Seller each of the documents required to be delivered pursuant to Section 1.6(b); (ii) evidence reasonably satisfactory to Seller of the satisfaction, including premium payment, of the conditions to the issuance of the R&W Insurance Policy set forth in the Binder Agreement. (d) The Buyer shall have paid the Closing Consideration and made the other payments contemplated by Section 1.3.
Conditions Precedent to Obligations of the Seller. The obligations of the Seller under this Agreement are subject only to the delivery by Purchaser of the Purchase Price as described in Section 2.3 hereof and the delivery of (or, at the option of Seller, the waiver of delivery of) the documents described in Section 2.6(b) hereof and the satisfaction of each of the following conditions:
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Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of the Buyer contained in Article IV that are qualified by materiality shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), and the representations and warranties of the Buyer contained in Article IV that are not qualified by materiality shall be true and correct in all respects at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (except to the extent such representations or warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) the Buyer shall have performed, in all material respects, all obligations and complied with all covenants contemplated herein that are necessary to be performed or complied with by it at or before Closing;
Conditions Precedent to Obligations of the Seller. All obligations -------------------------------------------------- of the Seller under this Agreement are subject to the fulfillment, prior to or at the Closing, of the following conditions:
Conditions Precedent to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Amendment is subject to the satisfaction of each of the following conditions; provided that these conditions are for the Seller’s sole benefit and may be waived by the Seller at any time in its sole discretion by providing the Purchaser with prior written notice thereof: (a) No order of any court, arbitrator or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Amendment. (b) The representations and warranties of the Purchaser contained in Section 6 shall be true and correct in all material respects as of the date when made and as of the Closing Date. (c) The Purchaser shall have received the Confirmation. (d) The Closing (as defined in each Other Amendment) shall occur substantially contemporaneously with the Closing. (e) The Company and the Noteholders shall have entered into the Note Agreements.
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