Closing Conditions of Seller. Seller's obligations to sell the Assets are subject to the fulfillment on or prior to the Closing Date of all of the conditions set forth in this Section 6. Purchaser acknowledges and agrees that Seller shall not owe Purchaser any amount for a failure of the closing to occur as a result of a closing condition.
Closing Conditions of Seller. The obligations of Seller hereunder to consummate and effect the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):
Closing Conditions of Seller. The obligations of Seller to consummate the Contemplated Transactions shall be subject to the fulfillment, at or prior to the Closing, of the following conditions:
4.3.1 the representations and warranties of Buyer made in this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to materiality set forth therein) has not materially impaired and would not materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the Contemplated Transactions;
4.3.2 Buyer shall have complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing;
4.3.3 there is no pending or, to the Knowledge of Buyer, threatened Proceeding by or against Buyer seeking to prevent or delay the consummation of the Contemplated Transactions;
4.3.4 this Agreement and the consummation of the Contemplated Transactions shall have been duly approved by the board of directors of Buyer; and
4.3.5 Buyer shall have delivered to Seller:
.1 the portion of the Purchase Price payable at the Closing as set out in Section 3.2.1;
.2 a certificate of the President of Buyer certifying as to the matters set forth in Section 4.3.1, 4.3.2 and 4.3.3; and
.3 such other documents as Seller may reasonably request.
Closing Conditions of Seller. Seller shall not be required to consummate the sale of the HSA Shares contemplated by this Agreement unless the following conditions shall be fulfilled:
Closing Conditions of Seller. The obligation of Seller to sell the Assets is subject to satisfaction, at or before the Closing, of each of the following conditions:
Closing Conditions of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived (but only in writing), to the extent permitted by applicable Law, by Seller:
Closing Conditions of Seller. Seller's obligation to sell the Subject Membership Interests at the Closing shall be subject to the fulfillment to Seller's satisfaction, or the waiver by Seller, on or before the Closing Date of the following conditions:
Closing Conditions of Seller. 3 THE OBLIGATION OF SELLER TO COMPLETE THE ACQUISITION IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS, UNLESS WAIVED IN WRITING BY SELLER ON OR PRIOR TO THE CLOSING:
(a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING AS IF MADE AT AND AS OF SUCH DATE;
(b) THE COMPANY SHALL HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH ITS COVENANTS AND AGREEMENTS UNDER THIS AGREEMENT;
(c) GARY XXXXXX, XXRC X. XXXYER AND A THIRD DIRECTOR DESIGNATED BY THE GARY XXXXXX XXXUP SHALL HAVE BEEN APPOINTED AS DIRECTORS OF THE COMPANY, AND GARY XXXXXX XXXLL HAVE BEEN APPOINTED CHAIRMAN OF THE BOARD OF THE COMPANY, EACH APPOINTMENT TO BE EFFECTIVE IMMEDIATELY FOLLOWING THE CLOSING;
(d) THE FINANCIAL CONTINGENCIES SHALL HAVE BEEN SATISFIED; AND
(e) THE COMPANY SHALL HAVE PAID TO SELLER ALL AMOUNTS DUE AND OWING TO SELLER UNDER THE DIRECT MARKETING AGREEMENT, BY AND BETWEEN THE COMPANY AND SELLER, DATED NOVEMBER 1, 1996."
5. Amendment to Section 8. Section 8 is hereby amended by the addition of Subsections (d), (e) and (f) as follows:
Closing Conditions of Seller. Seller’s obligation to sell the Assets shall be subject to fulfillment or waiver of the following conditions as of the dates indicated:
Closing Conditions of Seller. The obligation of Seller to complete the Acquisition is subject to the satisfaction of the following conditions, unless waived in writing by Seller on or prior to the Closing:
(a) The representations and warranties of the Company shall be true and correct in all material respects as of the Closing as if made at and as of such date;
(b) The Company shall have complied in all material respects with its covenants and agreements under this Agreement;
(c) The registration statement filed by the Company under the Securities Act in connection with the IPO shall have been declared effective by the SEC; and
(d) Xxxx Xxxxxx, Xxxxxx X. Xxxxx and Xxxx X. Player shall have been appointed as directors of the Company, and Xxxx Xxxxxx shall have been appointed Chairman of the Board of the Company, each appointment to be effective immediately following the Closing.
