Common use of Conditions Precedent - Seller Clause in Contracts

Conditions Precedent - Seller. The obligations of Seller to effect the sale and transfer of the Shares shall be subject to satisfaction of the following conditions at or prior to the Closing. (a) The representations and warranties of Purchasers set forth in Article 4 hereof shall be true and correct as of the date of this Agreement and in all material respects as of the Closing as though made anew as of the Closing, unless in the latter case the representation and warranty specifically relates to an earlier date; (b) Purchasers shall have performed in all material respects all obligations and complied in all material respects with all covenants and agreements required to be performed and complied with by it pursuant to this Agreement at or prior to the Closing; (c) Seller shall have been released from any and all guarantees of obligations relating to EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedule; (d) Seller shall have received from Purchasers the documents to be delivered to Seller pursuant to Section 2.4; (e) Each of Purchasers shall have delivered to Seller a certificate, dated as of the Closing and signed by a duly authorized officer, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions Precedent - Seller. The obligations of Seller to effect consummate the sale and transfer of the Shares shall be Merger are subject to the satisfaction of the following conditions at or prior to the Closing.further conditions: (a) The the representations and warranties of Purchasers the Purchaser Entities set forth in Article 4 hereof V shall be true and correct as of the date of this Agreement and in all material respects as of the Closing Date as though made anew on and as of the Closing, unless Closing Date (or only as of the date when made in the latter case the of any representation and warranty which specifically relates refers to an earlier date); provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a material adverse effect on the ability of the Purchaser Entities to consummate the Merger contemplated by this Agreement; (b) Purchasers the Purchaser Entities shall have performed in all material respects performed all obligations and complied in all material respects with all covenants and agreements required to be performed and complied with by it pursuant to this Agreement at or prior to the ClosingAgreement; (c) Seller shall have been released from any and all guarantees of obligations relating to EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedule; (d) Seller shall have received from Purchasers the documents to be delivered to Seller pursuant to Section 2.4; (e) Each of Purchasers Purchaser shall have delivered to Seller a certificate, dated as of the Closing Date and signed by a duly an authorized officerofficer of Purchaser, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) this Section 9.2 have been satisfied; and (d) Seller shall have received from Interim the Interim Joinder.

Conditions Precedent - Seller. The obligations of Seller to effect the sale and transfer of the Shares transactions contemplated hereby shall be subject to the satisfaction or waiver by Seller of the following conditions at or prior to the Closing.Effective Time: (a) The Subject to the MAE Qualification with respect to Buyer, the representations and warranties of Purchasers Buyer set forth in Article 4 IV hereof shall be true and correct in all respects as of the date of this Agreement and such representations and warranties shall be true and correct as of the date of this Agreement Closing Date as though made anew on and in all material respects as of the Closing as though made anew as of the ClosingDate, unless in the latter case the representation and warranty specifically relates to an earlier date; (b) Purchasers Subject to the MAE Qualification with respect to Buyer, Buyer shall have performed in all material respects all obligations and shall have complied in all material respects with all covenants and agreements required to be performed and complied with by it pursuant to this Agreement at on or prior to the ClosingEffective Time; (c) Seller shall have been released from any and all guarantees of obligations relating to EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedule; (d) Seller shall have received from Purchasers the documents to be delivered to Seller pursuant to Section 2.4; (e) Each of Purchasers Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by a duly authorized officerits President and Chief Executive Officer, and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied; and (d) Buyer shall have furnished Seller with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.2 as such conditions relate to Buyer as Seller may reasonably request.

Conditions Precedent - Seller. The obligations of Seller to effect the sale and transfer of the Shares transactions contemplated by this Agreement shall be subject to satisfaction of the following additional conditions at or prior to the Closing.Effective Time unless waived by Seller pursuant to Article VII hereof: (a) The representations and warranties of Purchasers Buyer set forth in Article 4 IV hereof shall be true and correct in all material respects as of the date of this Agreement and in all material respects as of the Closing Effective Time with the same force and effect as though such representations and warranties had been made anew on, as of the Closingof, unless in the latter case the representation and warranty specifically relates with reference to an earlier datesuch Effective Time; (b) Purchasers Buyer shall have performed in all material respects all obligations and complied in all material respects with all covenants and agreements required by this Agreement to be performed and complied with by it pursuant to this Agreement at Buyer on or prior to the before Closing; (c) Seller Buyer shall have been released from any and all guarantees demonstrated its ability to make the deliveries required of obligations relating it pursuant to EQS or EquiServe Trust described in SECTION 6.2(C) of the Seller's Disclosure Schedulethis Agreement; (d) Seller The Company shall have received from Purchasers the documents to be delivered to Seller pursuant to Section 2.4Consents; (e) Each of Purchasers Buyer shall have assumed responsibility for payment of the severance obligations of the Company set forth in Schedule 5.2(e) attached hereto; and (f) All instruments and documents required on Buyer's part to effectuate and consummate the transactions contemplated hereby shall be delivered to Seller a certificate, dated as of the Closing and signed by a duly authorized officer, shall be in form and substance reasonably satisfactory to the effect that the conditions set forth in Sections 6.2(a) Seller and 6.2(b) have been satisfiedits counsel.

Conditions Precedent - Seller. The obligations of Seller to effect the sale and transfer of the Shares transactions contemplated by this Agreement shall be subject to satisfaction of the following conditions at or prior conditions, unless waived by Seller pursuant to the Closing.Section 7.3: (a) The representations and warranties of Purchasers each Purchaser set forth in Article 4 hereof IV shall be true and correct as of the date of this Agreement and in all material respects as of the Closing Date as though made anew on and as of the ClosingClosing Date, unless or on the date when made in the latter case the of a representation and or warranty that specifically relates to an earlier date;. (b) Purchasers Each Purchaser shall have performed performed, in all material respects respects, all obligations and complied in all material respects with all covenants and agreements required to be performed and complied with by it pursuant to this Agreement at on or prior to the Closing;. (c) Seller Each Purchaser shall have been released from provided to Seller any information necessary to make the representations and all guarantees warranties set forth in Article IV of obligations relating to EQS or EquiServe Trust described in SECTION 6.2(C) this Agreement true and correct as of the Seller's Disclosure Schedule;Closing Date, and such information, in the aggregate, shall not reflect a Material Adverse Effect on Purchaser. (d) Between the date of this Agreement and the Closing Date, there shall not have occurred any change or condition, event, circumstance, fact, or occurrence, other than as provided in this Agreement, which may reasonably be expected to have a Material Adverse Effect on the Purchasers. (e) Each Purchaser shall have delivered to Seller all of the items listed in Section 2.3(a). (f) Seller shall have received an opinion from Purchasers the documents to be delivered to Seller pursuant to Section 2.4; (e) Each of Purchasers shall have delivered to Seller a certificateAustin Associates, dated as of the Closing and signed by a duly authorized officer, LLC to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfiedterms of the Agreement are fair to Seller from a financial point of view.