Conditions of Purchaser. The obligations of Purchaser to effect the Closing are also subject to the satisfaction or, to the extent permitted by applicable Law, waiver by Purchaser at or prior to the Closing of each of the following conditions:
(a) the representations and warranties of the Company: (i) set forth in Schedule B10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date of this Agreement; (ii) set forth in Schedule B2(a), (b), (d), (g) and (h) (Capital Structure) shall be true and correct as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time) other than de minimis inaccuracies or of inaccuracies resulting in de minimis impact (in each case after taking into account the impact of any actions taken by the Company pursuant to Section 2.5); (iii) set forth in Schedule B1(a) (Organization, Good Standing and Qualification), Schedule B3 (Corporate Authority; Approval and Fairness), Schedule B4(b)(i) (No Violations) and Schedule B20 (Brokers and Finders) (the representations and warranties contemplated by clause (ii) and this clause (iii) of this Section 4.3(a), collectively, the “Fundamental Representations”) shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time); and (iv) set forth in Schedule B (other than the representations and warranties contemplated by clauses (i), (ii) and (iii) of this Section 4.3(a)) shall be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers contained therein) as of the date of this Agreement and shall be true and correct as if made at the Closing (except to the extent that any such representation and warranty expressly speaks as of a different date or time, in which case such representation and warranty shall be true and correct as of such different date or time), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the ag...
Conditions of Purchaser. The Obligations of Purchaser to effect the transaction contemplated by this Agreement shall be subject to the fulfillment at or prior to the time of Closing of each of the following items which are conditions to the Closing:
Conditions of Purchaser. The obligations of Purchaser to consummate the Transactions shall be subject to the satisfaction (or, if permitted by applicable Legal Requirements, waiver by Purchaser (in its sole discretion)) of each of the following conditions at or prior to the Closing:
Conditions of Purchaser. The obligations of Purchaser to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Purchaser:
i. the representations and warranties of Seller contained in Section 5 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date;
ii. no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened, which would make the transactions contemplated by this Agreement illegal or otherwise prohibited, or that otherwise adversely affects the right or ability of Purchaser to consummate the Transaction;
iii. Purchaser shall have received either (A) approval of the Florida Office of Insurance Regulation to consummate the Transaction or (B) a written opinion of its legal counsel that the approval set forth in clause (A) of this Section 4(a)(iii) is not required; and
iv. Seller shall have delivered to the Purchaser the documents specified in Section 3(b).
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) The representations and warranties of Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and Seller shall have complied in all material respects with all covenants and agreements and satisfied all conditions to be performed or satisfied by Seller prior to the Closing Date; and
(b) There shall not be instituted and pending or threatened any action claim or proceeding before any court or governmental entity challenging the acquisition of the Shares by Purchaser or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby.
Conditions of Purchaser. Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) There shall not be instituted and pending or threatened any Action before any Governmental Entity (i) challenging or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby or (ii) seeking to prohibit the direct or indirect ownership or operation by Purchaser of all or a material portion of the Product Line or Assets, or to compel Purchaser or Seller to dispose of or hold separate all or a material portion of the Product Line or Assets of Seller or Purchaser;
Conditions of Purchaser. (a) The representations made in Section 5.1 shall be true and correct as of the Closing Date and shall not have been breached.
(b) Seller shall have performed all of the obligations under these Terms and Conditions of Sale which Seller is obligated to perform prior to the closing of these Terms and Conditions of Sale.
Conditions of Purchaser. The obligations of Purchaser to purchase the Purchased Securities at the Closing are subject to satisfaction or waiver of each of the following conditions precedent:
Conditions of Purchaser. The obligations of Seller hereunder to Close are subject to Purchaser delivering, at or before the Closing, each of the following:
Conditions of Purchaser. 28 Section 6.1
