CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. Section 6.1
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. Each Party's obligation to take the actions required to be taken by such Party at the First Closing and the Second Closing is subject to the satisfaction, at or prior to such Closing, of each of the following conditions (any of which may be waived by it in writing, in whole or in part):
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. Section 6.1 Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(ii) the Sellers shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(iii) the Sellers shall have caused the Association to procure all of the third party consents specified in Section 5(b) above;
(iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchaser to own the Shares and to control the Association, or (D) affect adversely the right of the Association to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(v) the Sellers and the Group shall have delivered to the Purchaser a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects;
(vi) the Purchaser shall have received the resignations, effective as of the Closing, of each director and officer of the Association other than those whom the Purchaser shall have specified in writing at least five business days prior to the Closing;
(vii) the Purchaser shall have received from Cohen, Chase, Hoffxxx & Trauxxxx, X.A., counsel to the Sellers and the Association, an opinion as to matters customarily addressed in opinions of counsel in transactions such as that described herein, which opinion shall be in form and substance reasonably acceptable to the Purchaser and its counsel;
(viii) the Group shall have executed and delivered the Service Agreement to the Purchaser;
(ix) the President of the Association shall have executed and delivered to Baker, Donelson, Bearman & Caldxxxx, x professional corporation, and any state healthcare counsel engaged to render the opinion...
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. 8.1 Conditions Applicable to all of the Parties. The obligations of each of the parties to this Agreement to consummate the transactions to occur at the Closing pursuant to this Agreement are subject to satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. 5.1 Conditions to the Obligation of the Purchaser and the Merger Sub. The obligations of the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the conditions set forth in this Section 5.1 (any of which may be waived by the Purchaser and the Merger Sub, in whole or in part, but only in a writing signed by the Purchaser).
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. Either Party may waive any condition specified in this Section 7 if such Party executes a writing so stating at or prior to the Closing. In the event that a Party executes such waiver, such Party shall not be entitled to terminate this Agreement pursuant to Section 10 below for the reason of failure to satisfy the condition so waived.
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. 38 Section 6.1........... Conditions to the Obligation of the Purchaser 38 Section 6.2........... Conditions to the Obligation of the Seller 38
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. 68 6.1 Conditions to the obligation of the Purchaser ................................................................. 68 6.2 Conditions to the obligation of the Sellers ...................................................................... 69 ARTICLE 7 TERMINATION ................................................................................................................... 70 7.1 Termination events .......................................................................................................... 70 7.2 Effect of termination ....................................................................................................... 71 ARTICLE 8
CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE. 18 Section 6.1 Performance of Obligation 18 Section 6.2 Conditions to Obligation of Seller and Company 19 Article 7 Termination 19 Section 7.1 Termination Events 19 Section 7.2 Effect of Termination 20 Section 7.3 Certain Effects of Termination 20 Article 8. Indemnification 20 Section 8.1 Indemnification by the Seller 20 Section 8.2 Indemnification by the Purchaser 20 Section 8.3 Claims Procedure 20 Section 8.4 Survival 21
