Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the purchase of the Stock as provided herein shall be subject to fulfillment at or prior to the Closing, or written waiver by Buyer, of each of the following conditions:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions unless waived by Buyer: (a) The representations and warranties of Seller set forth herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (including representations and warranties made as of a specific date being true and correct as though that specific date were changed to the Closing Date); (b) Seller shall have performed all obligations and agreements and complied with all covenants and conditions applicable to it contained in this Agreement prior to or on the Closing Date, except those which if not performed or complied with would not materially and adversely affect Buyer or the Company Assets or the fair market value of the Company Assets; (c) Seller shall have endorsed in blank (or executed stock powers in blank) and delivered to Buyer certificates representing the Stock on the Closing Date, and shall have delivered to Buyer the written resignations of the present directors and officers of the Company in accordance with Section 4(e) of this Agreement; (d) No suit, action or other proceeding by a third party or governmental authority shall be pending or threatened which seeks damages from Buyer in connection with, or seeks to restrain, enjoin or otherwise prohibit, the consummation of the transaction contemplated by this Agreement; (e) Between the date of this Agreement and the Closing Date, no material adverse change in the business or operations of the Company shall have occurred; (f) Between the date of this Agreement and the Closing Date, no damage to or destruction of any of the Company Assets resulting in a repair or replacement cost in excess of $25,000.00 shall have occurred; (g) No material (i) environmental violations, (ii) title failures or defects or (iii) violations of or noncompliance with applicable pipeline safety laws and regulations determined in accordance with the uses for which the Pipeline System is currently being utilized shall have been determined by Buyer through its due diligence; and (h) An opinion of counsel to Seller, dated as of the Closing Date, addressed to Buyer, and satisfactory to Buyer's counsel in form and substance, as to the matters contained in Sections 4(c), (i) and (j) of this Agreement; and (i) Buyer shall have determined through its due diligence that the Pip...
Conditions to Obligation of Buyer to Close. The obligations of Buyer and NextNav to buy the Licenses and to otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, each of which may be waived by Xxxxx and NextNav by a written waiver delivered to Seller:
Conditions to Obligation of Buyer to Close. Section 6.3 of the Agreement shall be amended by adding at the end thereof the following:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the following conditions, which may be waived by Piaget Swiss or Buyer:
Conditions to Obligation of Buyer to Close. 47 6.01. Representations and Warranties; No Material Adverse Effect..48
