Additional Conditions to Buyer’s Obligations. The obligations of Buyers to effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyers, in whole or in part, to the extent permitted by Law:
(a) Each of the representations and warranties of Sellers set forth in this Agreement shall be true and correct (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except for failures that would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or materially or adversely affect the ability of Sellers to perform their obligations under this Agreement (other than the first two sentences of Section 3.1 and all of Section 3.2, for which this exclusion shall not apply), and Buyers shall have received a certificate of an executive officer of each Seller, dated the Closing Date, to such effect.
(b) Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to Closing Date, and Buyers shall have received a certificate of an executive officer of each Seller, dated the Closing Date, to such effect.
(c) All Third Person Consents and all Authorizations specified in Sections 3.3(a) and 3.3(b) of the Disclosure Schedules, the lack of which would reasonably be expected to have a Material Adverse Effect, shall have been obtained.
(d) No Material Adverse Effect shall have occurred since the Execution Date and be continuing.
Additional Conditions to Buyer’s Obligations. The obligations of Buyer to enter into and complete the Closing are subject to the satisfaction of the following conditions on or before the Closing Date:
Additional Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, in Buyer’s sole discretion, waiver of each of the following conditions on or before the Closing Date:
Additional Conditions to Buyer’s Obligations. The obligation of Buyer to purchase the Assets is subject to the satisfaction, at or prior to the Closing, of the conditions set forth below. The benefit of these conditions is for Buyer only and may be waived in writing by Buyer at any time in its sole discretion.
(a) The representations and warranties of Seller made in this Agreement or any Transaction Document shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time.
(b) Seller shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement.
(c) Seller shall have made the deliveries described in Section 1.5.
(d) Seller shall have obtained the Seller Required Consents.
Additional Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions on or prior to the Closing Date:
(i) The representations and warranties contained in Section 3 and Section 4 (other than the Fundamental Representations and Warranties) shall, without giving effect to any materiality qualifiers, including references to “Material Adverse Effect,” contained therein, be true and correct as of the date of this Agreement and as of the Closing Date (except that, in each case, to the extent a representation or warranty is made as of a specific date, the same shall be true and correct as of the specified date), and except, in each of the foregoing cases, where any failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(ii) Each of the Fundamental Representations and Warranties shall be true and correct as of the date of this Agreement and as of the Closing Date (except that, in each case, to the extent a representation or warranty is made as of a specific date, the same shall be true and correct as of the specified date).
(iii) All obligations of Seller and the Company to be performed hereunder through and including the Closing Date shall have been performed in all material respects, and the deliveries pursuant to Section 9(a) shall have been made.
(iv) Since the date of this Agreement, there shall not have occurred and be continuing any Material Adverse Effect.
Additional Conditions to Buyer’s Obligations. In addition to the conditions provided in other provisions of this Agreement, Buyer's obligations to perform its undertakings provided in this Agreement (including its obligation to purchase the Subject Partnership Interest) are conditioned on the following: A. Performance by Selling Partner. The due performance by each of the Original Partners of each and every undertaking and agreement to be performed by it under this Agreement (including the delivery to Buyer of the items specified in Section 5 hereof) and the truth of each representation and warranty made by Selling Partner in this Agreement at the time as of which the same is made and as of the Closing Date as if made on and as of the Closing Date (where such undertakings, agreements, representations and warranties shall not, insofar as the same constitute conditions under this subsection A, be limited by the diligent efforts or best knowledge of Selling Partner or any other limitation which may otherwise apply). Without limitation on the foregoing, there shall be no exceptions noted in the Closing Certificate.
Additional Conditions to Buyer’s Obligations. In addition to the conditions provided in other provisions of this Agreement, Buyer's obligations hereunder are conditioned on the following:
Additional Conditions to Buyer’s Obligations. Section 8.2 of the Purchase Agreement shall be, and hereby is, amended by adding the following additional conditions precedent to Buyer’s obligations under the Purchase Agreement:
Additional Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the Stock Purchase shall be subject to the satisfaction of all of the following additional conditions precedent:
Additional Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the Non-STP Acquisition shall be further subject to the satisfaction or, if permitted by applicable Law, waiver by Buyer, on or prior to the Non-STP Acquisition Closing Date, of the following conditions:
