Conditions Precedent to Buyer’s Obligation to Effect Closing Sample Clauses

Conditions Precedent to Buyer’s Obligation to Effect Closing. The obligation of Buyer to consummate the Closing shall be subject to the satisfaction, or waiver by Buyer, on or prior to the Closing Date, of each of the following conditions: (a) (i) (x) The Seller Fundamental Representations (as defined below) (other than with respect to Section 2.2 (Capitalization)) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made as of the Closing (except that the representations and warranties that are made as of a specified date, time or time period will be true and correct in all material respects as of such specified date, time or time period), and (y) the representation and warranties of the Company in Section 2.2 (Capitalization) shall be true and correct except for de minimis inaccuracies as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if made as of the Closing (except that the representations and warranties that are made as of a specified date, time or time period will be true and correct except for de minimis inaccuracies as of such specified date), and (z) each of the other representations and warranties of the Company and Sellers contained in Article II and Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as if made as of the Closing (except that the representations and warranties that are made as of a specified date, time or time period will be true and correct as of such specified date, time or time period), except where the failure of such representations and warranties to be so true and correct does not constitute, individually or in the aggregate, a Material Adverse Effect (without giving effect to any “materiality”, “Material Adverse Effect”, “material adverse effect” or similar materiality qualifications contained in such representations and warranties, provided, however, that, in no event will (A) “Material Contract” be interpreted to mean “Contract” or (B) the representation set forth in Section 2.15be interpreted to exclude the term “Material Adverse Effect”); and (ii) Sellers and the Company shall have performed or complied, in all material respects, with all covenants and agreements contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. Sellers shall deliver to Buyer at the Closing a certificate of...
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Related to Conditions Precedent to Buyer’s Obligation to Effect Closing

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligations of Buyer to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Buyer:

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • Conditions Precedent to the Buyer’s Obligations The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

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