Conditions Precedent to Obligation of Sellers. The obligation of Sellers to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at Closing of the following conditions, any one or more of which may be waived in whole or in part by Sellers at Sellers' sole option:
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to effect the Transactions shall be further subject to the satisfaction, or waiver by Sellers on or prior to the Closing Date, of each of the following conditions:
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Sellers in their sole discretion:
(a) The Company shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, as if made and updated as of the Closing Date.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.
(e) Sellers and Purchaser shall have agreed upon the terms and provisions of, and shall have executed and delivered, the Restated Operating Agreement
(f) All other conditions precedent to Sellers’ obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement shall have been satisfied on or before the Closing Date. In the event any of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Sellers to fully comply with its obligations under this Agreement, Sellers shall have the right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Sellers shall refund the Deposit to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Sellers hereunder, then Purchaser’s and Sellers’ respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 5.
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate and cause the consummation of the transaction contemplated by this Agreement shall be subject to the satisfaction (or waiver by Sellers) on or prior to the Closing Date of each of the following conditions.
(i) The representations and warranties of Buyer contained in Article 4 (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and word of similar import set forth therein) shall have been accurate on the date of this Agreement and shall be accurate as of the Closing Date as though made on and as of the Closing Date, except as has not, or would not, individually or in the aggregate, reasonably be expected to, prevent or materially delay the ability of Buyer to perform its obligations under this Agreement (including to consummate the transactions contemplated hereby).
(ii) Buyer shall have performed and complied in all material respects with all covenants contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing.
(iii) Buyer shall have delivered a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 5.4(b)(i) and Section 5.4(b)(ii) have been satisfied.
(iv) Buyer shall have executed, or caused to be executed, and delivered to Sellers the documents set forth in Section 5.3, and each such agreement and document shall be in full force and effect.
Conditions Precedent to Obligation of Sellers. The obligations of Sellers to sell, transfer, convey and deliver the Assets and to consummate the Non-License Transfer or to proceed with the Closing, as applicable, are subject to the satisfaction (or waiver in writing by Sellers) at or prior to the Non-License Transfer or the Closing, as applicable, of each of the following conditions:
Conditions Precedent to Obligation of Sellers. Each Seller’s obligation to consummate the Transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right or remedy available to any Seller in connection with the Transactions will be deemed waived by any of the following actions or inactions by or on behalf of any Seller (regardless of whether Buyer is given notice of any such matter): (i) consummation by Sellers of the Transactions, (ii) any inspection or investigation, if any, of Buyer, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to Buyer, or (iv) any other action, in each case at any time, whether before, on or after the Closing Date.
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller Contract Agent in its sole discretion:
4.7.1 Sellers shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
4.7.2 Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
4.7.3 All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
4.7.4 Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions: (a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date; the representations and warranties of the Purchaser contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as if made at and as of such date; and the Sellers shall have received a certificate of the chairman of the board, the president, an executive vice president, a senior vice president, or the chief financial officer of the Purchaser as to the satisfaction of this condition; and (b) the 363 Order and 365 Order shall have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement (unless Sellers shall have agreed to modify such form) and shall not have been reversed, stayed, modified or amended in any manner adverse to the Sellers.
Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Sellers:
(a) Certificate Regarding Representations and Warranties. The representations and warranties made by Purchaser in ARTICLE VI hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; and Sellers shall have received a certificate dated the Closing Date, executed by an authorized officer of Purchaser, to such effect.
Conditions Precedent to Obligation of Sellers. The obligation of Sellers, Principals and Trusts to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, unless waived by each Seller, Principals and Trusts in writing:
