CLOSING CONDITIONS OF PURCHASER. Each Purchaser’s obligation to purchase the Note at Closing is subject to the fulfillment of each and every one of the following conditions prior to or contemporaneously with such Closing (unless waived by such Purchaser in writing in its sole and absolute discretion):
CLOSING CONDITIONS OF PURCHASER. The obligations of Purchaser to consummate 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 only be waived exclusively by Purchaser:
CLOSING CONDITIONS OF PURCHASER. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any one or more of which may be waived (but only in writing) by Purchaser (provided that no such waiver shall be deemed to have cured any breach of any representation, warranty or covenant made in this Agreement):
CLOSING CONDITIONS OF PURCHASER. Purchaser's obligations to purchase the Assets are subject to the fulfillment on or prior to the Closing Date of all of the conditions set forth in this Section 7.
CLOSING CONDITIONS OF PURCHASER. Purchaser shall not be required to consummate the purchase of the HSA Shares contemplated by this Agreement unless the following conditions shall be fulfilled:
CLOSING CONDITIONS OF PURCHASER. The obligations of Purchaser under this Agreement are subject to the reasonable satisfaction, or waiver by Purchaser, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of ERC and the ERC Shareholders contained in this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, provided, however, that if any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 6.2(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects.
(b) ERC, the LLC and each of the Subsidiaries shall have performed and complied with all of the covenants and agreements in all material respects and satisfied all of the conditions in all material respects required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing;
(c) All authorizations, consents, licenses, approvals and other actions by, and all notices to and filings with, any lender, governmental authority, or other persons that are required for the due execution, delivery and performance of this Agreement listed on Schedule 6.2(c) hereto, or the failure of which to be obtained would constitute an ERC Material Adverse Effect, shall have been made or obtained in form and substance reasonably satisfactory to Purchaser, and all waiting periods which are required by law to have expired or to have been terminated prior to consummation of the Merger shall have expired or been terminated;
(d) On the Closing Date, (i) there shall be no injunction, restraining order or decree of any nature of any court or governmental authority in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement and (ii) no action, order to show cause, or other motion or pleading brought by any third party seeking such an injunction, restraining order or decree shall be pending before any court or governmental authority;
(i) On or prior to July 31, 1998 (A) the Bankruptcy Court of the Northern District of New York (the "Bankruptcy Court"), which currently has jurisdiction over the bankr...
CLOSING CONDITIONS OF PURCHASER. Purchaser shall not be required to consummate the transactions contemplated by this Agreement unless the following conditions shall be fulfilled:
CLOSING CONDITIONS OF PURCHASER. 49 Section 9.1 Representations, Warranties and Covenants of the Sellers.........................................49 Section 9.2 Deliveries to Be Made by the Sellers at the Closing..............................................50 Section 9.3
CLOSING CONDITIONS OF PURCHASER. 67 9.1 Representations, Warranties and Covenants of the Stockholders..........................................................................
CLOSING CONDITIONS OF PURCHASER. The obligations of Purchaser to consummate the transactions contemplated by this Agreement to be completed on the First Closing Date and Second Closing Date, as applicable, shall be subject to the fulfillment or Purchaser’s waiver in writing, at or prior to the applicable Closing, of each of the following conditions (for avoidance of doubt, if a condition does not specify the applicable Closing Date, such condition will be deemed to apply to both the First Closing and Second Closing to the extent applicable to such Closing Date):
