Conditions Precedent of Buyer. The obligations of the Buyer hereunder are subject to the conditions that on or prior to the closing date:
Conditions Precedent of Buyer. The obligation of Buyer to consummate the Transaction is subject to the fulfillment of each of the following conditions prior to or at the Closing:
Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer.
(a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date.
(b) Seller shall have complied with and satisfied in all material respects all agreements and conditions relating to Selling Fund set forth herein on its part to be performed or satisfied at or prior to the Closing Date.
(c) Buyer shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Seller, in such individual's capacity as an officer of Seller and not as an individual, to the effect that the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller with respect to the execution and delivery of this Agreement and the transactions contemplated hereby.
(d) The dividend or dividends described in the last sentence of Section 3.14(a) shall have been declared.
(e) Buyer shall have received from Seller confirmations or other adequate evidence as to the tax costs and holding periods of the assets and property of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement.
(f) To the extent applicable, the Investment Adviser shall have terminated or waived, in either case in writing, any rights to reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by the Investment Adviser pursuant to voluntary and contractual fee waiver or expense limitation commitments between the Investment Adviser and Selling Fund.
Conditions Precedent of Buyer. Buyer need not consummate the transactions contemplated by this Agreement unless the following conditions shall be fulfilled:
Conditions Precedent of Buyer. Buyer's obligations under this Agreement are subject to the satisfaction at or before the Closing Date of each of the following conditions (the fulfillment of any of which may be waived in writing by Buyer):
(a) All terms of this Agreement and the Related Agreements to be complied with or performed by Covisint prior to or on the Closing Date will have been complied with and performed by Covisint in all material respects, including Covisint's timely taking of all actions and delivery of all documents required to be taken and delivered by them under this Agreement and the Related Agreements.
(b) The representations and warranties of Covisint contained in this Agreement will be true and correct at and as of the Closing Date as if made at and as of such time, with the same force and effect as if made at and as of the Closing Date, (1) subject to Section 6.6, (2) except for those representations and warranties which address matters only as of a particular date which were true and correct as of such date and (3) except where the failure to be true and correct would not, in the aggregate, have a material adverse effect on the Business or the Assets; provided, however, that, subject to the provisions of Section 6.6, Buyer will be entitled to seek indemnification as provided in Article 9 of this Agreement.
(c) There will not have been any material adverse change in the Business or the Assets.
(d) All courts of law, Governmental Entities and other third parties, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation or under any contract, commitment or other agreement of Covisint, for the consummation of the transactions contemplated by this Agreement, will have consented to, authorized, permitted or approved such transactions, except where the failure to obtain such consent, authorization or approval will not have a material adverse effect on the Business or the Assets, and any applicable waiting periods prescribed by any domestic or foreign antitrust-related laws shall have expired.
(e) Buyer shall have received written consent in a form reasonably satisfactory to Buyer from all third parties whose consent is necessary for the assignment of any Contracts to be assigned and assumed by Buyer pursuant to the terms of this Agreement, except to the extent the failure to receive any such consent will not have a material adverse effect on the Business or the Assets.
(f) Buyer shall have received the following:
(1)...
Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer.
Conditions Precedent of Buyer. The obligations of Buyer hereunder to consummate the Transaction contemplated herein shall be subject, in each instance, to the following conditions:
Conditions Precedent of Buyer. 19 SECTION 6.2. Mutual Conditions....................................... 20 SECTION 6.3. Conditions Precedent of Seller.......................... 21
Conditions Precedent of Buyer. The obligation of Buyer to purchase the Company Shares pursuant to this Agreement and to otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
3.2.1 receipt of the closing deliveries of Seller as set forth in Section 4.1.
Conditions Precedent of Buyer. The obligation of Seller to carry out the Closing pursuant to this Agreement shall be subject to the fulfillment by Buyer or written waiver by Seller, in whole or in part (to the extent such conditions can be waived), in its sole discretion, at or prior to the Closing, of each of the following conditions, each of which is essential to the consummation of the Transaction and is a condition precedent to the consummation thereof ("Conditions Precedent of the Buyer"):
