CONDITIONS PRECEDENT OF THE SELLER Sample Clauses

CONDITIONS PRECEDENT OF THE SELLER. The obligations of the Seller hereunder are subject to the conditions that, on or before the Closing Date:

CONDITIONS PRECEDENT OF THE SELLER. The obligation of the Seller to consummate the transactions described in Article 2 hereof is subject to the fulfillment of each of the following conditions prior to or at the Closing:

CONDITIONS PRECEDENT OF THE SELLER. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to all of the following conditions:

CONDITIONS PRECEDENT OF THE SELLER. The obligations of the Seller under this Agreement are subject to the Seller’s satisfaction that the following conditions have been duly fulfilled: 4.2.1 the completion of any formal internal corporate approvals as may required by the Seller including approval by the Seller’s and its Affiliates’ board of directors and stockholders. 4.2.2 (a) there having occurred no Material Adverse Change in the period between the date of this Agreement and Closing;

CONDITIONS PRECEDENT OF THE SELLER. The obligations of the Seller under this Agreement to be performed on the Closing Date shall be subject to the following conditions as of the Closing Date:

CONDITIONS PRECEDENT OF THE SELLER. The Seller need not consummate the transactions contemplated hereby unless the following conditions shall be fulfilled by the Buyer or waived by the Seller:

CONDITIONS PRECEDENT OF THE SELLER. The obligations of the Seller under this Agreement are subject to the Seller’s satisfaction that the following conditions have been duly fulfilled: 4.2.1 the completion of any formal internal corporate approvals as may required by the Seller including approval by the Seller’s and its Affiliates’ board of directors and stockholders. (a) there having occurred no Material Adverse Change in the period between the date of this Agreement and Closing; (b) nothing having occurred or been omitted which is, or had it occurred or been omitted on or before the date of this Agreement would have constituted, a breach of the Buyer Warranties; (c) no order or judgement of any court or governmental, statutory or regulatory body having been issued or made prior to Closing, which has the effect of making unlawful or otherwise prohibiting the purchase of the Purchased Assets by the Buyer; (d) the Buyer having performed or complied with, in all material respects, all covenants, obligations and agreements contemplated by this Agreement to be performed or complied with by it at or prior to Closing; (e) all necessary notification and filings having been made, the expiry, lapsing or termination of all applicable waiting periods (including extensions thereof) under any applicable legislation or regulations and all the licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary for or desirable for or in respect of the proposed sale of the Purchased Assets by the Seller to the Buyer having been obtained from appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms satisfactory to the Seller and such licences, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, remaining in full force and effect. 4.2.3 the simultaneous and successful completion of the transactions contemplated under all the Acquisition Agreements to the satisfaction of the Seller.

CONDITIONS PRECEDENT OF THE SELLER. 1. The Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date. 2. The Buyer shall have furnished to the Seller a parent company guarantee as set forth in Sub-Clause 4.2. 3. The Seller and the Company, shall have executed the Supply Agreement referred to in Sub-Clause 4.5. 4. The Buyer shall have taken all necessary corporate action to approve and authorise this Agreement and all transactions and undertakings required or contemplated under this Agreement. 5. The representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date.

CONDITIONS PRECEDENT OF THE SELLER. The obligation of the Seller to effect the purchase and the sale of the Company Stock shall be subject to the Purchaser satisfying the following additional conditions on or prior to the Closing Date or waiver by the Seller: (a) The Purchaser shall have performed in all material respects the covenants and agreements contained in this Agreement that are required to be performed on or prior to the Closing Date (b) The representations and warranties of the Purchaser set forth in Article V of this Agreement shall be true and correct (i) on and as of the date hereof and (ii) on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except for representations and warranties that expressly speak only as of a specific date or time which need only be true and correct as of such date or time) except in each of cases (i) and (ii) for such failures of representations and warranties to be true and correct (without giving effect to any materiality qualification or standard contained in any such representations and warranties) which would not reasonably be expected to have a Purchaser Material Adverse Effect. (c) The Seller Required Consents shall have been obtained at or prior to the Closing Date.

CONDITIONS PRECEDENT OF THE SELLER. Section 9.01 The obligation of the Seller to consummate the Transactions to be consummated at the Closing is subject to the satisfaction, on or as of the Closing Date, of each of the conditions set forth in Article IX of the Global APA.