Conditions Precedent to Obligations of AirTran Sample Clauses
Conditions Precedent to Obligations of AirTran. The obligations of AirTran under this Agreement to consummate the transactions contemplated hereby to be consummated at the Closing shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of AirTran:
(a) All representations and warranties of Sellers in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true and correct in all respects (with respect to representations and warranties qualified or limited by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties not so qualified or limited), in each case when made and on and as of the Closing Date as if made on and as of that date (other than any such representations or warranties that expressly speak only as of an earlier date).
(b) All of the terms, covenants and conditions to be complied with and performed by Sellers on or prior to the Closing Date shall have been complied with or performed in all material respects.
(c) AirTran shall have received a certificate or certificates, dated as of the Closing Date, executed on behalf of Sellers, each by an authorized executive officer thereof, certifying in such detail as AirTran may reasonably request that the conditions specified in Section 5.4(a) and Section 5.4(b) hereof have been fulfilled.
(d) The waiting period under the HSR Act or any other applicable competition, merger, control, Antitrust Law or similar Law shall have expired or terminated, and the FAA, DOT and any other Governmental Authorities whose consent is or may be required for consummation of the transactions contemplated hereby shall have issued all approvals required for the transactions contemplated hereby, and no condition or requirement unacceptable to AirTran in its sole discretion shall be imposed on or required of AirTran or any of its Affiliates as a result of or as a condition to any of the foregoing.
(e) All Consents described or referred to in Section 6.6 or referred to on Schedule 6.6 and otherwise required to consummate the Closing hereunder and to enter into the agreements described herein shall have been obtained (without any limitation, restriction or condition not otherwise applicable to the applicable Seller being imposed on AirTran or its ownership or use of any Transferred Assets).
(f) No action, suit or proceeding (including, without limitation, any proceeding over whi...
