Additional Conditions to the Obligations of Seller. The obligation of Seller to consummate and effect the transactions contemplated by this Agreement 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 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 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 sale of the Purchased Assets to Purchaser and the other transactions which occur at the Closing pursuant to Article II is subject to the satisfaction or waiver of each of the following further conditions:
(a) Each of the representations and warranties of Purchaser contained in this Agreement, the Ancillary Agreements and the annexes, schedules and exhibits to this Agreement shall be true and correct in all material respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" limitations or exceptions, which shall be true, complete and correct in all respects) both as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties which address matters only as of a specified date, which shall be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct without regard to any materiality or Material Adverse Effect qualification contained therein, would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser's ability to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder, and Seller shall have received a certificate of an officer of Purchaser, acting in his or her capacity as such, to such effect.
(b) Purchaser shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date and Seller shall have received a certificate of an officer of Purchaser, acting in his or her capacity as such, to such effect.
(c) As of the Closing Date, Seller shall have received from Purchaser the following documents: (i) a certificate of existence and good standing from the state of incorporation as to the corporate status of Purchaser; (ii) a true and complete copy of the resolutions, certified by the Secretary of Purchaser, adopted on behalf of Purchaser, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby; (iii) a certificate from Purchaser's Secretary as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement; (iv) a certificat...
Additional Conditions to the Obligations of Seller. The obligation of Seller to consummate the sale of the Assets and assumption by Purchaser of the Assumed Liabilities contemplated hereby is subject to the satisfaction, at or prior to the Closing Date, of each of the following additional conditions:
Additional Conditions to the Obligations of Seller. The obligations of Seller to consummate the Transactions shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following additional conditions:
Additional Conditions to the Obligations of Seller. The obligation of Seller to complete the Closing is further subject to the fulfillment of all the following conditions (in addition to the condition set forth in Section 6.1), unless waived in writing by Seller:
(a) Accuracy of Representations and Warranties. Each representation and warranty in Article IV shall have been true and correct in all material respects on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.
