Additional Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing are subject to the satisfaction of each of the following conditions prior to the Closing, any of which may be waived in whole or in part in writing exclusively by Sellers:
Additional Conditions to Obligations of Sellers. The obligations of Sellers to consummate the Transaction and the other transactions that are to occur at or after the Closing pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the conditions set forth in this Section 6.2, any of which may be waived, in writing, exclusively by Sellers in their sole and absolute discretion:
Additional Conditions to Obligations of Sellers. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment or waiver by the Seller Representative, on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of Purchaser set forth in ARTICLE V shall be true and correct on and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date, except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby;
(b) Purchaser 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 Purchaser on or prior to the Closing Date; and
(c) The Company shall have received a certificate of an executive officer of Purchaser that the conditions set forth in subsections (a) and (b) of this Section 7.3 have been satisfied.
Additional Conditions to Obligations of Sellers. The obligation of Sellers to sell, assign, convey and deliver the Acquired Assets and to enter into the other transactions contemplated hereby shall be subject to the satisfaction (or waiver by Sellers) at or prior to the Closing of each of the following conditions:
Additional Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part in their sole discretion):
(i) Except for the representations and warranties set forth in the following clause (ii), all of the representations and warranties of CharterMac and Purchasers contained in this Agreement (considered collectively) and each of such representations and warranties (considered individually) shall be true and accurate in all material respects (provided that any representation or warranty of CharterMac and Purchasers contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall be true and accurate in all respects after giving effect to any such qualification), and (ii) each of the representations and warranties of CharterMac and Purchasers set forth in Section 6.8 (Restricted Common Shares), and 6.9 (SEC Documents; Financial Statements) shall be true and accurate in all 66 respects, in each case of clauses (i) and (ii) both as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) with the same force and effect as if made on and as of the Closing Date.
(b) All of the covenants and obligations that CharterMac and Purchasers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.
(c) The consent or approval of the Persons whose consent or approval shall be required in connection with the transactions contemplated under this Agreement under any Contract of CharterMac, the Purchasers, ARCap, the Fund Entities and their respective Subsidiaries shall have been obtained.
(d) Each of the documents required to be delivered pursuant to Sections 2.3(e) through 2.3(g) must have been delivered.
(e) Purchasers must have paid the Basic Purchase Price and the ARCap Transaction Costs required to be paid pursuant to Sections 2.3(e) and 2.3(f)
(f) CharterMac must have delivered to the Continuing Employees the Restricted Common Share...
Additional Conditions to Obligations of Sellers. The obligations of Sellers to consummate the Acquisition 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 Sellers:
Additional Conditions to Obligations of Sellers. The obligation of Sellers to sell the Shares and effect the other transactions contemplated in this Agreement is also subject to the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law:
Additional Conditions to Obligations of Sellers. The obligations of each Seller to consummate the transactions contemplated by this Agreement will be subject to the satisfaction at or before the Closing of each of the additional following conditions unless otherwise waived in writing by Sellers:
(a) the representations or warranties of Parent and the Purchaser contained in this Agreement that are qualified by materiality must be true and correct in all respects, and those that are not so qualified must be true and correct in all material respects, when made and at the Closing as if made again at that time, except in each case for failures to comply that are capable of being and are cured (other than by mere disclosure of the breach) within 10 days after written notice from Xxxxx to Parent of the failure but in any event before Closing;
(b) Parent and the Purchaser must have complied with their obligations under this Agreement, except for failures to comply that are capable of being and are cured within 10 days after written notice from Xxxxx to Parent but in any event before Closing;
(c) Parent and the Purchaser must have delivered to each Seller an officer's certificate certifying that as of the Closing all the conditions set forth in Section 5.1 and Section 5.3(a) and (b) have been complied with; and
(d) The cash tender offer for all of the outstanding capital stock of Xxxxx by Scotsman Industries, Inc. ("Scotsman") or a subsidiary thereof must have been consummated.
Additional Conditions to Obligations of Sellers. The obligation of Sellers to effect the transactions contemplated hereby is also subject to the following conditions:
Additional Conditions to Obligations of Sellers. The obligations of Sellers to consummate the Acquisition and the other 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 Draka:
