Conditions Precedent to the Transaction Sample Clauses
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Conditions Precedent to the Transaction. 10.1 The Transaction Date will be the first working day when the following conditions precedent have been met to the full satisfaction of the Parties or when the parties have waived them explicitly in writing:
10.1.1 Declarations and representations by the Parties in this Promissory Agreement and in the Property Sale-Purchase Contract are true, complete and accurate as of the date they have been made;
10.1.2 All actions, agreements and approvals including but not limited to the permits, licenses, authorizations, powers, fees, costs or other acts, consents and approvals needed for the conclusion of the Property Sale-Purchase Contract have been obtained by the Parties under the terms of this Promissory Agreement;
Conditions Precedent to the Transaction. Section 5.1 Conditions Precedent to the Obligation of the Buyer Section 5.2 Conditions Precedent to the Obligation of the Seller and Acquisition Company
Conditions Precedent to the Transaction. 5.1. At the date of this SENS announcement, the Board of Directors have approved the Transaction and the following conditions precedent remain outstanding –
5.1.1. Documentary evidence acceptable to Balwin confirming that the relevant departments in the local authority (City of Johannesburg), as well as any other provincial or national authority will approve the Greater Thaba Development consisting of no more than 7,443 apartments;
5.1.2. Balwin to obtain acceptable bank funding for at least R320 Million (or a lesser amount acceptable to Balwin) which will be utilised for the installation of external engineering services.
5.1.3. The PWV16 road reserve being downgraded to a municipal road, falling under the jurisdiction of the Johannesburg Road Agency (JRA).
5.1.4. An Environmental Authorisation (EA) being granted for the development and macro vision by the Gauteng Department of Agriculture and Rural Development (GDARD).
5.1.5. The sale agreements for the acquisition of Portion 33 and the council owned land being rendered unconditional in accordance with their terms. (In the event that the City of Johannesburg request an exorbitant purchase price, Balwin will not proceed with the Transaction. However, from preliminary discussions with the City, this does not seem to be the case as the land is land locked and they are amenable to make the land available for development).
5.1.6. Balwin to obtain written consent from Rand Water Board that the Seller and Balwin may utilize Portion 8 of Farm Rietvlei 101 IR for an Eco-Bridge, game drives and animal grazing.
Conditions Precedent to the Transaction. The completion of the Transaction and the RTO Transaction will be conditional on the satisfaction of the following conditions precedent:
(a) the Parties receiving all necessary consents and approvals (including shareholder and regulatory approvals) as are desirable or required in connection with the RTO Transaction, including for the avoidance of doubt CSE regulatory approvals;
(b) completion of the preliminary structuring steps, listed above in sections 4, 5 and 7;
(c) drafting of all additional documentation and agreements in customary form required for this sort of transaction and with representation and warranties also customary for this sort of transaction to the satisfaction of the Parties;
(d) completion of satisfactory due diligence on the business and operations of Canco and Blueberries and their respective operations and licenses by the Promoter and CDNM; and
(e) The granting of the licenses pursuant to the Psychoactive Cultivation Application and the Manufacture Application.
Conditions Precedent to the Transaction. Agent shall not be obligated to enter into the Transaction, purchase the Asset, or be obligated to take, fulfill or perform any other action hereunder, until the following additional conditions have been satisfied or waived by Agent, with respect to the Asset on and as of the Purchase Date:
(a) Agent has received the following documents: (i) a Transaction Request, (ii) a Confirmation, (iii) Irrevocable Redirection Notices, (iv) subject to Section 6.03 hereof, a trust receipt and other items required to be delivered under the Custodial Agreement, and (v) if applicable and to the extent not previously delivered, opinions of counsel with respect to true sale (limited to transfers of the Purchased Asset between Seller and any of its Affiliates, but not with respect to transfers of the Purchased Asset from Seller to Buyer) as Agent may require in order to confirm its perfected security interest in the Purchased Asset;
(b) immediately before the Transaction and after giving effect thereto and to the intended use thereof, no Representation Breach (including with respect to the Purchased Asset), Default, Event of Default, Material Adverse Effect or Market Disruption Event exists;
(c) Agent has executed the Confirmation;
(d) the Purchase Price for the Transaction does not exceed the Maximum Purchase Price after giving effect to the Transaction;
(e) the Purchase Date is not later than the Funding Expiration Date and the Repurchase Date specified in the Confirmation is not later than the Facility Termination Date;
(f) Agent has not received notice and has no knowledge that Seller has not satisfied in all material respects all requirements and conditions and has performed in all material respects all covenants, duties, obligations and agreements contained in the Repurchase Documents to be performed by such Person on or before the Purchase Date;
(g) to the extent the Purchased Asset Documents contain notice, cure and other provisions in favor of a pledgee under a repurchase or warehouse facility, and without prejudice to the sale treatment of the Asset to Agent and each Buyer, Agent and each Buyer have received evidence that Seller has given notice to the applicable Persons of Agent and each Buyer’s interest in the Asset and otherwise satisfied any other applicable requirements under such pledgee provisions so that Agent is entitled to the rights and benefits of a pledgee under such pledgee provisions;
(h) Agent shall have received executed blank assignments of the Pur...
Conditions Precedent to the Transaction. 6.01 Conditions to Each Party's Obligations to Effect the Transaction. The ---------------------------------------------------------------- respective obligations of each party to effect the Transaction shall be subject to the fulfillment or waiver at or prior to the Effective Time of the following conditions:
Conditions Precedent to the Transaction. 6.1 Conditions Precedent to the Stockholder's Obligation to Close. Notwithstanding any other provision herein, the obligations of the Stockholder to consummate the transactions contemplated hereunder are, at the option of the Stockholder, subject to the satisfaction of each of the conditions set forth below:
Conditions Precedent to the Transaction. The respective obligations of ▇▇▇▇▇ and ▇▇▇▇ to consummate the Transaction are subject to the satisfaction of the following conditions precedent:
Conditions Precedent to the Transaction. 5.1 Conditions Precedent to the Purchaser's Obligation to Close. Notwithstanding any other provision herein, the obligations of the Purchaser to consummate the transactions contemplated hereunder are, at the option of the Purchaser, subject to the satisfaction of each of the conditions set forth below:
Conditions Precedent to the Transaction. The Seller must install all the required bulk services and register the Certificate of Registered Title in respect of the Property, making it a fully serviced separate subdivision by 31 March 2025.