Additional Conditions to the Obligations of Seller Clause Samples

Additional Conditions to the Obligations of Seller. The obligations of 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 Seller:

Additional Conditions to the Obligations of Seller. The obligations of Seller to effect the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by Seller: (a) The representations and warranties of Buyer and Merger Sub contained in this Agreement (without regard to any materiality exceptions or provisions therein) shall be true and correct, in all material respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where the failure of such representations and warranties to be so true and correct does not constitute, or could not reasonably be expected to result in, a Buyer Material Adverse Effect. (b) Buyer and Merger Sub shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) Buyer and Merger Sub shall have furnished a certificate or certificates of Buyer and Merger Sub executed on behalf of one or more of their respective officers to evidence compliance with the conditions set forth in Sections 7.1(a) and (b) of this Agreement. (d) The Buyer Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject to official notice of issuance, if required by the rules of Nasdaq.

Additional Conditions to the Obligations of Seller. The obligations of Seller hereunder are also subject to the fulfillment or written waiver at or prior to the Closing of the following additional conditions: (a) Each Purchaser shall have performed in all material respects each of its obligations under this Agreement, including without limitation delivery of the items described in Section 5(a) required to be delivered by such Purchaser. (b) The representations and warranties of each Purchaser contained in this Agreement shall be true and correct in all material respects, in each case when made and, unless such representation and warranty is made as of a specific date, at and as of the Closing Date as if made at and as of such time. (c) Seller shall have received a certificate, dated the Closing Date, of the appropriate officer or partner of each of the Purchasers, to the effect that the conditions specified in paragraphs (a) and (b) of this Section 4.2 have been fulfilled. (d) Each Purchaser shall have duly executed and delivered the New Shareholders Agreement (and with the Alfa party's name corrected if the Assignment has not occurred).

Additional Conditions to the Obligations of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement is also subject to the fulfillment at or prior to the Closing of the following conditions, unless such conditions are waived in writing by Seller: (a) Purchaser shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed or complied with by it hereunder at or prior to the Closing; (b) the representations and warranties of Purchaser in this Agreement shall be true and correct on the date of this Agreement and on the date of the Closing;

Additional Conditions to the Obligations of Seller. The obligations of Seller are also subject to fulfillment (or waiver by Seller in its sole and absolute discretion, without further notice to or approval by the Bankruptcy Court or parties in interest in Seller's Chapter 11 Case) at or prior to the Closing Date of each of the following conditions precedent:

Additional Conditions to the Obligations of Seller. The obligation of Seller to consummate the transaction contemplated by this Agreement is subject to the satisfaction at or prior to the Closing Date and each applicable Transfer Date, as applicable, of each of the following additional conditions:

Additional Conditions to the Obligations of Seller. The obligation of Seller to consummate the sale of the Acquired Assets and assumption by Purchaser of the Assumed Liabilities contemplated hereby is subject to the satisfaction, at or prior to the Closing, of each of the following additional conditions:

Additional Conditions to the Obligations of Seller. The obligations of Seller to effect the transactions contemplated by this Agreement are also subject to the fulfillment at or prior to the Closing Date of the following conditions, unless such conditions are waived in writing by Seller: (a) Pure Cycle shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed or complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of Pure Cycle in this Agreement shall be true and correct in all material respects (except for representations and warranties that include a “material” or “Material Adverse Effect” qualifier, which shall be true and correct in all respects) on the date of this Agreement and on the Closing Date; (c) Since the date of this Agreement, no change in the business, financial condition, properties, operating results, assets or customer base of Pure Cycle or other event, or incident, other than the decision of Pure Cycle to purchase the Assets, shall have occurred that has had or would be reasonably likely to have a Pure Cycle Material Adverse Effect; (d) Pure Cycle shall have filed on a timely basis (after giving effect to any extensions granted by the SEC) all reports required to be filed by it pursuant to Section 13 or 15(d) of the Exchange Act through the Closing Date and, except to the extent that information contained in any Pure Cycle SEC Report has been revised or superseded by a later Pure Cycle SEC Report filed and publicly available prior to the Closing Date, none of the Pure Cycle SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

Additional Conditions to the Obligations of Seller. Section 5.3 of the Agreement is amended to include the following: