PRE-CLOSING CONDITIONS Sample Clauses

PRE-CLOSING CONDITIONS. 4.1 The obligation of the Parties to complete the sale of the Lands is subject to the satisfaction of all the conditions precedent set out in section 11.1 of the Framework Agreement and receipt of executed and registerable Releases for the Provincial Restrictive Covenant and Timber Covenant as set out in section 3.5(a) of the Framework Agreement.

PRE-CLOSING CONDITIONS. In addition to the requirements of Section 3.10 (Closing; Conveyance by Deed; Closing Costs), each Block of Phase 1 Property shall be conveyed to the Developer only upon satisfaction of the following pre-closing conditions:‌ (a) the Developer has completed or waived its Feasibility Studies with respect to such Block of Phase 1 Property in accordance with the provisions of ARTICLE 9 (Site Investigation); (b) the Developer has completed its Environmental Investigation with respect to such Block of Phase 1 Property in accordance with the provisions of ARTICLE 9A (Hazardous Substances); (c) the Developer has applied for and obtained a Zoning Confirmation Letter with respect to such Block of Phase 1 Property; (d) the Developer has applied for any rezoning or special use permits necessary to develop such Block of Phase 1 Property (or shall have written confirmation from the City that no zoning changes are necessary to develop the applicable Project Segment(s) on such Block of Phase 1 Property); (e) the Developer has provided, in a form deemed acceptable by the City, in its reasonable discretion, proof that the Developer has complied with its obligations pursuant to Section 10.5 (Jobs and Training); (f) the Developer has provided, in a form deemed acceptable by the City, in its reasonable discretion, proof that the Developer has required that all construction management companies, general contractors, and subcontractors commit to make a good faith effort to achieve certain employment outcomes for residents of the City during the construction of the Project in compliance with the provisions of Section

PRE-CLOSING CONDITIONS. The Credit Parties shall have complied with all provisions of Section 4.2 applicable thereto.

PRE-CLOSING CONDITIONS. The obligation of the Lender to advance funds at the Loan Closing Date hereof is subject to the condition precedent that, on or before the date of such advance, the Lender shall have received the following:

PRE-CLOSING CONDITIONS. Buyer's obligations under this Agreement shall be subject to the satisfaction of or waiver by Buyer in its sole discretion of the following described matters (collectively, the "Pre-Closing Conditions") on or before the earlier of (i) the time periods specified in each subsection below, or (ii)the expiration of the Conditions Period" (provided, Seller shall not be obligated to provide to Buyer and Buyer shall not have access to any of the following which are legally privileged or confidential in nature):

PRE-CLOSING CONDITIONS. 9.1 It is a condition precedent to Purchaser's obligation to complete the purchase contemplated herein that Vendor shall have, prior to the Closing Date: (a) allowed Purchaser to review all existing certificates of registration and documents of title, if any, with respect to the Program; (b) allowed Purchaser to review the Program's operation and use; (c) maintained the Work in the ordinary course of business as would reasonably be expected of a careful and prudent owner, and shall not have entered into any other agreement affecting any rights or interest in the Purchased Work, other than in the ordinary course of business, without Purchaser's prior written consent; (d) maintained all registrations and applications for intellectual property protection for the Program, if any, in good standing; and (e) provided to Purchaser a copy of the Vendor's business plan with respect to the Program, and that Purchaser shall be reasonably satisfied with respect thereto. 9.2 It is a condition precedent to Purchaser's obligation to complete the purchase contemplated herein that Purchaser shall, prior to the Closing Date, have obtained the External Valuation, and be reasonably satisfied with respect to the External Valuation, the viability of the Vendor's operations and business plan as related to the Purchased Work, and the compatibility of the Program with Purchaser's "Casting Network" business. 9.3 It is a condition precedent to Closing that the Facilities Management Agreement, and the Guarantee relating thereto, shall have been executed and delivered by the parties thereto.

PRE-CLOSING CONDITIONS. The obligations of Purchaser hereunder are subject to the fulfillment at the Closing Date of each of the following conditions:

PRE-CLOSING CONDITIONS. The following are material conditions precedent to Closing and Buyer’s release of funds from escrow: (a) Seller will introduce Buyer to the site administrator and former owner no less than two (2) days prior to Closing for interview. Seller shall make to available to Buyer the opportunity to speak to such parties part of its due diligence. Buyer may, in its sole discretion, not proceed with the sale in the event that the results of the interview are unsatisfactory. (b) Seller will disclose to Buyer which advertisers to open accounts with and Seller will add Buyer’s advertising code to all the sites prior to transfer. (c) Seller will deliver instructions on how to use the CMS system prior to Closing and will enable Buyer to run a test prior to Closing. (d) Seller will add Buyer Google analytics and AdSense code to the web site(s) prior to closing. (e) Seller will facilitate the transfer of the existing server over to Buyer and put Buyer in touch with the former owner and original developer of the web site so we can eventually move it to Buyer’s own servers. (f) Seller will provide Buyer with all contracts being expressly assumed under Exhibit B within two (2) days prior to Closing, if any.

PRE-CLOSING CONDITIONS. As part of the material terms of the Share Exchange and as conditions precedent to closing the Share Exchange Agreement, the Parties shall undertake and complete the following actions (the “Undertakings”): (i) Stemlyft shall retire all debt in its entity prior to Closing. (ii) Stemlyft shall deliver to AIH a complete list of its assets and will provide a comprehensive capital expenditure and operating budget for its future 2 year operations. (iii) AHI shall complete its due diligence of Stemlyft to its full satisfaction and Stemlyft members agree to cooperate fully in the due diligence process and to provide any documents or information requested by AIH. (iv) Stemlyft shall complete an audit of its financial statements by a PCAOB auditor to comply with the requirements of the Securities Exchange Act of 1934, as amended. (v) Stemlyft will add to its current existing location in Spring, TX an AIH Altitude Chamber, biosound, salt room and other G▇▇▇▇▇▇ therapies, including a medical division that will include the staffing and equipment to perform and bill for medical consultations, covid-related matters, medical exams, EKG, EEG, blood panels testing and TMS and Stemlyft agrees that all future locations will have a medical division and above-listed services.