Additional Conditions to Obligation of Buyer Sample Clauses

Additional Conditions to Obligation of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in a writing executed by Buyer:
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Additional Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby in accordance with the terms of this Agreement is also subject to the fulfillment or waiver of the following conditions:
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Additional Conditions to Obligation of Buyer. The obligation of Buyer to effect the Closing is further subject to the satisfaction (or explicit written waiver by Buyer) at or prior to the Closing of the following conditions: (a) The representations and warranties of Sellers contained in (i) Sections 3.2 and 3.5 shall be true and correct in all material respects, (ii) clause (b) in the first paragraph of Section 3.9 shall be true and correct in all respects and (iii) Article III of this Agreement (other than those referenced in clause (i) and (ii) above) shall be true and correct (but without regard to any qualifications or references to “Seller Material Adverse Effect”, “material” or any other materiality qualifications or references contained in any specific representation or warranty), in each case of clause (i), (ii) and (iii) above at the date of this Agreement and on and as of the Closing Date (after giving effect to the Restructuring) as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of the specified date), except in the case of clause (iii) above where any such failure of the representations and warranties in the aggregate to be true and correct would not reasonably be expected to have a Seller Material Adverse Effect, and Buyer shall have received a certificate signed on behalf of Sellers by the Chief Financial Officer of CIGNA to the effect that such Chief Financial Officer has read this Section 6.2(a) and that to the best of his Knowledge the conditions set forth in this Section 6.2(a) have been satisfied (which certificate shall not impose any personal liability on such officer); (b) Sellers shall have performed and complied in all material respects with each obligation, covenant, agreement and condition required by this Agreement to be performed or complied with by Sellers at or prior to the Closing, and Buyer shall have received a certificate signed on behalf of Sellers by the Chief Financial Officer of CIGNA to the effect that such Chief Financial Officer has read this Section 6.2(b) and that to the best of his Knowledge the conditions set forth in this Section 6.2(b) have been satisfied (which certificate shall not impose any personal liability on such officer); (c) CGLIC’s financial strength rating by Standard & Poor’s has not been reduced to BBB or below; (d) CGLIC’s financial strength rating by Xxxxx’x has not been reduced to Baa2 or below; (e) Buyer shall have received one ...
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Additional Conditions to Obligation of Buyer. The obligations of Buyer to effect the transactions contemplated herein are also subject to the fulfillment at or prior to the Closing of the following conditions: (a) The representations and warranties of Seller and Shareholders in this Agreement and in any certificate or other instrument delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct as of the Closing Date as if made at and as of the Closing Date, and Seller and Shareholders shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by them hereunder at or prior to the Closing; (b) Seller and Shareholders shall have furnished to Buyer a certificate in which it or they, as appropriate, shall certify that the conditions set forth in Section 7.3(a) have been fulfilled; (c) Seller shall have furnished to Buyer: (i) copies of the texts of the resolutions by which the corporate action on the part of LEI and its Shareholders and the partnership action on the part of Legacy Homes and its general partner and Limited Partners necessary to approve this Agreement and the transactions contemplated hereby were taken together with copies LEI's articles or certificate of incorporation and all amendments thereto and LEI's Bylaws and all amendments thereto and Legacy Homes' certificate of limited partnership and partnership agreement and all amendments thereto; and (ii) certificates executed on behalf of LEI by its corporate secretaries or of its assistant corporate secretaries and a certificate executed on behalf of Legacy Homes by its general partner certifying to Buyer that such copies are true, correct and complete copies of such resolutions and articles or certificate of incorporation and 48 Bylaws or certificate of limited partnership and partnership agreement, as the case may be, and that such resolutions and the articles or certificate of incorporation and Bylaws or certificate of limited partnership and partnership agreement, as the case may be, were duly adopted and have not been amended or rescinded. (d) Buyer shall have received from the chief financial officer and general partner of LEI and Legacy Homes, respectively, a letter, dated the Closing Date, that on the basis of a review (not an audit) of the latest available accounting records of Seller, consultations with other responsible officers of Seller, and other pertinent inquiries that he or sh...
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Additional Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Acquisition shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of Buyer and may be waived by Buyer in writing in its sole discretion without notice or liability to any Person):
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Additional Conditions to Obligation of Buyer 
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Related to Additional Conditions to Obligation of Buyer

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true when made and at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) Buyer shall have received a certificate signed by an officer of Seller to the foregoing effect; (b) all consents of third parties required by the agreements listed in Section 10.02(b) of the Disclosure Schedule shall have been obtained; (c) all governmental licenses, authorizations, permits, consents and approvals required to carry on the Business as now conducted shall have been transferred to or otherwise obtained by Buyer on or before the Closing Date, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received all documents it may reasonably request relating to (i) the existence of Seller and its Subsidiaries (including the Purchased Subsidiaries) and (ii) the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and (e) The proceeds of the Debt Financing shall have been received by Buyer, or shall be fully available to Buyer, on substantially the terms and conditions set forth in the Debt Commitment Letter (including after giving effect to any changes pursuant to the “market flex” provisions thereof); provided that Buyer shall not be entitled to assert the failure of the condition set forth in this Section 10.02(e) if the failure of the Debt Financing to be consummated has resulted solely from the failure of the Equity Financing to be consummated.

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions to Obligation of Purchaser The obligation of Purchaser to purchase and pay for the Acquired Assets is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to Obligation of the Buyer The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(a) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the Seller shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) all necessary governmental, shareholder and third party consents and approvals in connection with the transactions contemplated by the Agreement shall have been obtained; (v) the Seller shall have delivered to the Buyer certificates executed by the responsible officer or the secretary of the Seller, as applicable, certifying (A) that each of the conditions specified in Section 9(a)(i)-(iv) are satisfied in all respects, (B) the resolution(s) of the Seller's board of directors authorizing the Seller's execution, delivery and performance of the Agreement and all matters in connection with the Agreement and transactions contemplated thereby, and (C) the incumbency of the officer of the Seller executing the Agreement and all other documents executed and delivered in connection therewith; (vi) the relevant parties shall have entered into the agreements in the forms set forth in (A) Exhibit G (Agreement Amending the Warrants), (B) Exhibit H (Assumption Agreement regarding the Warrants) and (C) Exhibit I (Agreement Amending Securities Purchase Agreement) and attached hereto and the same shall be in full force and effect; (vii) the Buyer shall have received: (A) from Hungarian Counsel of the Seller, a legal opinion in the form set forth in Exhibit L attached hereto, and dated as of the Closing Date, to the effect that (u) the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, or if such notice filing, authorization, consent or approval is needed, it has been gained or obtained, (v) any arbitration award in favor of the Buyer obtained pursuant to this Agreement would be valid and enforceable before a court of competent jurisdiction in Hungary and (x) the matters set forth in Section 3(a)(i) and the first and third sentences of Section 3(a)(ii) of the Agreement; and (B) from US Counsel to the Seller, an opinion in the form as may be attached hereto as Exhibit K, and dated as of the Closing Date (y) covering the matters set forth in the second sentence of Section 3(a)(ii) of the Agreement and (z) stating that no registration is required under the Securities Act to transfer the Shares, Unsecured Notes or the Warrants to Buyer in accordance with the Agreement; (viii) the Closing Arrangements set forth in Exhibit J attached hereto shall have been implemented in full to the Buyer's satisfaction; for the avoidance of doubt Seller acknowledges and agrees that unless and until the Closing Arrangements set forth in Exhibit J have been implemented as contemplated by this Section 9(a)(viii), Buyer shall have no obligation whatsoever to pay the Purchase Price; (ix) Since the date of the this Agreement, no event or events shall have occurred which have had or reasonably may be expected to have a Material Adverse Effect; (x) All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and (xi) The Buyer shall have had the opportunity to conduct a reasonable investigation of the matters set forth in Schedule 3(a)(viii) of this Agreement and satisfy itself that no material commercial risk will be transferred with respect to the Shares, Unsecured Notes and Warrants as a result of the dispute described therein in the event that the Closing shall occur. The Buyer may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

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