CONDITIONS OF SELLERS. The obligations of Sellers to effect the transaction contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
CONDITIONS OF SELLERS. The obligations of the Sellers to transfer the Company Shares in accordance with this Agreement shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
CONDITIONS OF SELLERS. Notwithstanding any other provision of --------------------- this Agreement, the obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of the following conditions, each of which may be waived by Sellers in their sole discretion:
(a) The representations and warranties of Purchaser contained in this Agreement and in all agreements, documents and instruments executed and delivered pursuant hereto or in connection with the Closing shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, and Purchaser shall have performed in all material respects the agreements and obligations necessary to be performed by it under this Agreement prior to the Closing Date;
(b) Sellers shall have received from Purchaser a closing certificate dated the Closing Date certifying each of the matters set forth in Section 6.3(a); and
(c) Sellers shall have received copies of Purchaser's Articles of Incorporation and Bylaws as in effect on the Closing Date and the resolutions of Purchaser's Board of Directors authorizing the execution, delivery and performance by Purchaser of the Agreement and each of the agreements referenced herein to which Purchaser is a party, each certified by the Secretary of Purchaser in a certificate dated the Closing Date.
CONDITIONS OF SELLERS. The obligations of Sellers (or, in the --------------------- case of Section 6.3(c), solely the Continuing Sellers):
(a) No action or proceeding shall have been instituted or threatened by any governmental authority which seeks to restrain or prohibit the Purchase and Exchange, or which seeks to subject any Seller to any liability, penalty or restriction in connection with this Agreement or the Purchase and Exchange; and no injunction or order prohibiting the Purchase and Exchange shall be in effect.
(b) The consents, approvals and other actions of any Governmental Authority listed in Schedules 4.1, 4.4(a) and 4.4(b) shall have been obtained, in form and substance reasonably satisfactory to Sellers and their counsel.
(c) None of the Nassau Companies' FCC licenses shall have been revoked or suspended, and there shall not have been any adverse change in the terms and conditions of any such FCC license with respect to any radio station owned by the Nassau Companies, except to the extent that any such revocation, suspension or change has not resulted in and would not result in a Nassau Material Adverse Effect; and no proceeding for any such revocation, suspension or change shall be in effect or shall have been threatened.
(d) All proceedings taken in accordance with the Purchase and Exchange and all documents incident to such proceedings shall be reasonably satisfactory to counsel to Sellers.
(e) The FCC shall have granted its consent to the transactions contemplated by the Master Agreement and such grant shall have become a Final Order.
(f) In the event that the Buyer Incorporation has occurred prior to or will occur simultaneously with the Closing, the IPO shall have occurred or shall occur simultaneously with the Closing.
(g) Buyer shall have executed and delivered to BACI, upon the request of BACI, all forms and information required by the rules and regulations of the United States Small Business Administration.
CONDITIONS OF SELLERS. 28 ---------------------
CONDITIONS OF SELLERS. Any other provision of this Agreement to the contrary notwithstanding, the obligations of Sellers 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 listed in this Section 8.2 and the following conditions, may be waived in whole or in part by BI (as to BI) or by DeWalt (as to DeWalt):
(a) The Buyer shall have tendered the purchase price to Sellers (in the form, manner and amount as in this Agreement provided).
(b) The Buyer shall have furnished BI with an opinion, dated the Closing Date, of Xxxxxx & Hannah LLP in form and substance reasonably satisfactory to BI and to DeWalt.
(c) The results of Sellers' due diligence review of Buyer's businesses and operations shall be satisfactory to Sellers in their sole discretion.
(d) The representations and warranties of the Buyer contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (with the exception of such changes as are specifically contemplated by this Agreement); and the Buyer shall have delivered to the Buyer on the Closing Date a certificate, dated the Closing Date, to such effect.
(e) Prior to the Closing Date, there shall be no material adverse change in the financial condition or the results of operations of Buyer (including but not limited to as a result of a loss of the use of the operating facility or other material assets due to accident, earthquake, fire or other catastrophic event) after September 30, 1996, and Buyer shall have delivered to the Sellers a certificate dated the Closing Date, that there has been no such material adverse change.
(f) Each and all of the covenants and agreements of Buyer to be performed on or before the Closing Date pursuant to the terms hereof shall have been duly performed, and Buyer shall have delivered to the Buyer a certificate, dated the Closing Date, to such effect.
(g) No action or proceedings shall have been instituted by any party other than a Seller or at either of their direction, and Buyer shall know of no threat that shall have been made to institute any such action or proceeding, before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby, and Buyer shall have delivered to the Sellers a certificate, dated the Closing Date, to such effect.
(h...
CONDITIONS OF SELLERS. 18 ARTICLE IX - INDEMNIFICATION............................................. 19
CONDITIONS OF SELLERS. OBLIGATIONS ---------------------------------- The obligations of Sellers hereunder are subject to the fulfillment to the reasonable satisfaction of each Seller prior to or at the Closing of each of the following conditions:
CONDITIONS OF SELLERS. Sellers’ obligation to consummate the Transactions and to take the other actions required to be taken by Sellers at Closing is subject to the satisfaction, at or before Closing, as applicable, of each of the following conditions (any of which, except as prohibited by Law, may be waived in writing by WWW, in whole or in part):
(1) The representations and warranties set forth in Article 4, individually and collectively, must be accurate in all material respects as of the date of this Agreement and as of the Closing Date as if made again on the Closing Date immediately preceding Closing, except for a representation or warranty made as of a specific date or for a particular period, the accuracy of which will be determined as of such specific date or such particular period;
(2) Buyer must have performed and complied with, in all material respects, its covenants, agreements and obligations under this Agreement and the other Transaction Documents required to be performed or complied with prior to Closing;
(3) Buyer must have delivered to Sellers a certificate, dated as of the Closing Date, certifying that the conditions set forth in (i) and (ii) above have been satisfied; and
(4) Buyer must have delivered the documents required by Section 2.2(b) in the form specified or otherwise in form reasonably acceptable to Sellers.
CONDITIONS OF SELLERS. The obligations of Sellers hereunder to sell the Assets 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 Sellers in their sole discretion):
