Additional Conditions to Obligations of the Seller Sample Clauses
Additional Conditions to Obligations of the Seller. The obligations of the Seller to consummate and effect this Agreement and the transactions contemplated hereby 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 the Seller:
Additional Conditions to Obligations of the Seller. The obligation of the Seller to effect the Merger is also subject to the satisfaction at or prior to the Effective Time of the following conditions:
Additional Conditions to Obligations of the Seller. The obligations of Seller to effect the transactions contemplated hereby are also subject to the following conditions:
Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Membership Interest Purchase is further conditioned upon satisfaction (or waiver by the Seller) at or prior to the Closing of each of the following:
(a) (i) The representations and warranties of the OpCo Buyer contained in Section 4.01 and Section 4.04 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the OpCo Buyer contained in Article IV (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the OpCo Buyer’s ability to consummate the Membership Interests Purchase.
(b) (i) The representations and warranties of the PropCo Buyer contained in Section 5.01 and Section 5.03 shall be true and correct in all material respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date) and (ii) the representations and warranties of the PropCo Buyer contained in Article V (other than those contained in the sections set forth in the preceding clause (i)) shall be true and correct (disregarding all materiality and material adverse effect qualifications contained in such representations and warranties) in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on the PropCo Buyer’s ability to consummate the Real Estate Purchase.
(c) Each a...
Additional Conditions to Obligations of the Seller. The obligations of Sellers to consummate the transactions contemplated hereby 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 Sellers and may be waived by Parent in writing in its sole discretion without notice, liability or obligation to any Person):
Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of the Buyer set forth in Article 4 of this Agreement shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date.
(b) The Buyer shall in all material respects have performed or complied with each obligation and covenant to be performed or complied with by it hereunder on or prior to the Closing Date.
Additional Conditions to Obligations of the Seller. The obligation of the Seller to effect the Transfer Sub Membership Interests Closing is further conditioned upon satisfaction (or waiver by the Seller, which waiver the Seller may give or withhold in its sole discretion) at or prior to the Transfer Sub Membership Interests Closing of the conditions set forth in Section 7.03 of the Transaction Agreement in accordance with the terms of the Transaction Agreement.
Additional Conditions to Obligations of the Seller. The obligations of the Seller to effect the sale of the Assets and the other transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing by the Seller, in whole or in part:
8.4.1 Each of the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects (if not subject to a materiality qualifier) or in all respects (if subject to a materiality qualifier) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties will be true and correct in all material respects (if not subject to a materiality qualifier) or in all respects (if subject to a materiality qualifier) as of such earlier date);
8.4.2 Buyer 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 it on or prior to the Closing Date.
8.4.3 Buyer shall have delivered, or caused to be delivered, to Seller all of the Buyer Closing Deliveries.
8.4.4 Seller shall have obtained all releases or other appropriate evidence of termination reasonably acceptable to Seller, effective as of the Closing, of the Secured Debt.
Additional Conditions to Obligations of the Seller. The obligations of the Seller to consummate the Share Purchase are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Company in whole or in part in its sole discretion):
(a) the representations and warranties of Purchaser contained Article VI shall be true and correct (without giving effect to any materiality qualifications therein) as of the Closing (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except, where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate with all such other failures, a material adverse effect on the ability of the Purchaser to consummate the Share Purchase and the other transactions applicable to the Purchaser contemplated by this Agreement to occur at the Closing;
(b) Purchaser shall have performed or complied with, in all material respects, all agreements and covenants required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing; and
(c) the Company shall have received a certificate of an executive officer of Purchaser to the effect that the conditions set forth in subsections (a) and (b) of this Section 8.3 have been satisfied (the “Purchaser Certificate”).
Additional Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller) at or prior to the Closing of the following conditions:
(a) The Purchaser shall have performed and complied in all material respects with the agreements and conditions required by this Agreement to have been performed or complied with by it prior to or at the Closing.
(b) The Seller shall have received a certificate dated as of the Closing Date from the Purchaser certifying that the condition specified in Section 6.3(a) has been fulfilled.