Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to effect the Acquisition and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Sellers), at or prior to the Closing, of the following conditions:
Conditions Precedent to Obligation of the Sellers. The obligation of the 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 (i.e., with respect to the occurrence or likely occurrence of a Purchaser Material Adverse Effect or 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 dates, except with respect to representations and warranties which speak as to an earlier date, which shall be at and as of such dates, and the Sellers shall have received a certificate signed by an officer of the Purchaser as to the satisfaction of this condition; and
(b) the Sale Order shall have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement (unless the Sellers shall have agreed to modify such form) and shall not have been reversed, stayed, modified, or amended in any manner materially adverse to the Sellers and shall have become a Final Order.
Conditions Precedent to Obligation of the Sellers. The obligation of the Seller 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 to the extent permitted by Law, in whole or in part, by the Seller but without prejudice to any other right or remedy which the Seller may have hereunder as a result of any misrepresentation by, or breach of any covenant or warranty of Buyer contained in this Agreement, or any certificate or instrument furnished by it hereunder:
Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to consummate the transactions provided for in this Agreement is subject to fulfillment of each of the following conditions:
Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by the Sellers at or prior to the Closing of the following conditions:
(a) the Purchaser shall have performed in all material respects the covenants under this Agreement required to be performed by the Purchaser at or prior to the Closing; and
(b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date (except to the extent such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be so true and correct (disregarding any exception or qualification in such representations and warranties relating to “material” or “materiality”) would not, individually or in the aggregate, materially impair or materially delay the Purchaser’s ability to perform its obligations under this Agreement.
Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to effect the sale of the Stock shall be subject to the satisfaction at or before the Closing Date of the following further conditions, which may be waived in writing by the Sellers:
Conditions Precedent to Obligation of the Sellers. The obligation of the 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 (which conditions may be waived by Sellers in Sellers' sole discretion):
(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;
(b) with respect to those representations and warranties qualified by any materiality standard, the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all respects and, with respect to all other representations and warranties, such representations and warranties 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
(c) the Purchaser shall have delivered to the Sellers all items required to be delivered by them pursuant to Section 2.2.
Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver in writing by Radio Unica in its sole discretion at or prior to the Closing Date of the following additional conditions precedent:
(a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as if made on the Closing Date (except for representations and warranties that relate to a specified date which shall be true and correct as of such specified date) without giving effect to any qualifications regarding materiality or Material Adverse Effect set forth therein with only such exceptions as individually or in the aggregate do not constitute, and would not be reasonably expected to constitute, a Material Adverse Effect on the Purchaser;
(b) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed at or prior to the Closing Date, including, without limitation, payment of the Adjusted Purchase Price;
(c) the Sellers shall have received a certificate, in form and substance to the reasonable satisfaction of the Sellers, dated as of the Closing Date, executed on behalf of the Purchaser by an authorized officer of the Purchaser, certifying in such detail as the Sellers may reasonably request, that the conditions of Sections 9.2(a) and 9.2(b) have been fulfilled;
(d) the Purchaser shall have delivered to Radio Unica and the Sellers the other deliverables required to be made by it pursuant to Section 4.2(b) hereof; and
(e) the FCC Consent shall have been granted and shall be a Final Order.
Conditions Precedent to Obligation of the Sellers. The obligation of the Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:
(a) the Purchasers shall have performed in all material respects their obligations under this Agreement required to be performed by the Purchasers at or prior to the Closing Date; and
(b) the representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made at and as of such date except as otherwise contemplated by this Agreement.
Conditions Precedent to Obligation of the Sellers. If There Has ------------------------------------------------------------------- Been No Escrow Funding. If the Escrow Funding has not occurred, the obligation ---------------------- of the Sellers to consummate the transactions provided for in this Agreement is subject to fulfillment of each of the following conditions:
