CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. The obligations of Buyers hereunder are subject to the satisfaction, on or prior to the Closing Date, of the following conditions unless waived in writing by Buyers:
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. Notwithstanding anything herein to the contrary, the obligations of Buyers to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Bxxxxx at the Closing:
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. All of the agreements and obligations of Buyers under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Buyers:
(a) The representations and warranties of Seller set forth in this Agreement and shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of each of such dates;
(b) Seller shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date;
(c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and
(d) Buyers shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 7, and no approval, licenses or consent granted by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers;
(e) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. The obligations of Buyers to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. Each and every obligation of the Buyers to be performed on the Closing Date shall be subject to the satisfaction before or at the Closing of the express conditions precedent set forth below (unless expressly waived in writing by the Buyers at any time at or before the Closing), and the Sellers shall use reasonable best efforts to cause each of such conditions to be satisfied.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. The obligations of Buyers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, except to the extent KTNQ-KLVE shall have waived in writing satisfaction of such condition:
(a) The representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the date of this Agreement and on the Closing Date as though such representations and warranties were made on such date.
(b) Seller shall have performed and complied in all material respects with all covenants, agreements, representations, warranties and undertakings required by this Agreement to be performed or complied with by it prior to or at the Closing.
(c) No action, suit or proceeding before any court or any governmental or regulatory authority shall have been completed which restrains, enjoins, rescinds, prevents or changes the transactions contemplated hereby in a material manner.
(d) Seller shall have delivered to Buyers all of the documents required by Section 10.1 hereof.
(e) The conditions set forth in Section 5.1 regarding the FCC Consent shall have been satisfied.
(f) Any applicable waiting period under the HSR Act shall have expired or been terminated.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. The obligations of Buyers to consummate the transactions contemplated by this Framework Agreement, including the sale and purchase of the Shares pursuant to Article II, are subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions precedent, or the waiver thereof by Buyers:
(i) There shall have been no failure by any of the Sellers to duly perform or fulfil any of Sellers’ covenants, agreements and obligations herein.
(ii) None of the representations and warranties of Sellers shall fail to be true and correct in all respects on the date hereof and on the Closing Date.
(iii) Any necessary regulatory, governmental and third party approvals, waivers and consents shall have been obtained.
(iv) No Governmental Authority (including, without limitations, Argentine, Uruguayan and Brazilian Central Bank or securities market authorities) shall have enacted, issued, promulgated or enforced or entered any Applicable Laws, statute, rule, regulation, executive order, decree, injunction or other order which prevents or prohibits the consummation of any of transactions contemplated by this Framework Agreement, including the acquisition of the Shares by Buyers.
(v) Sellers shall have taken all corporate actions to change the corporate names of Gainvest Financial Advisors and Gainvest Chile S.A., and also shall have taken all actions to amend the ip address, webpage, stationery, etc. of those companies so that none of such ip address or the other referred items contain the word ‘Gainvest’, and deliver to Buyers thereof; provided however that with respect to wealth management services of the former, the Parties agree to take all commercially reasonable actions in order to minimize the impact of the business assignment until the Pershing Agreement is finally transferred to Buyers.
(vi) Selles shall have caused Gainvest Financial Advisors to agree upon with Buyers on a letter under which that company commits to provide ordinary financial services (as per its corporate purpose) at cost to the Companies for a 2-year term after Closing, and deliver to Buyers satisfactory evidence thereof.
(vii) No material adverse event shall have taken place that may significantly affect the Buyers’ understanding on the terms and conditions of this Framework Agreement.
(viii) Sellers shall have cause the Companies to hold stockholders, quotaholders or members meetings, as applicable, in which, through the unanimous consent of the shareholders, quotaholders ...
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. 105 8.1 Representations and Warranties Accurate . . . . . . . . . . . . . . . . . . . . . . . . . . 105 8.2 Performance by the Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 8.3 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 8.4 Delivery of Assets and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106 8.5 Opinions of Counsel for the Sellers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 8.6 HSR Act, Etc.; Authorizations; Financing; Legal Prohibition . . . . . . . . . . . . . . . . 109
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. The obligation of the Buyers under this Agreement to consummate the purchase of the Assets and the obligation of the Company to consummate the assumption of the Assumed Liabilities at the Final Closing shall be subject to the satisfaction, at or prior to the Final Closing, of all of the following conditions, any one or more of which may be waived by the Buyers by written notice to the Sellers:
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. Each and all of the obligations of Buyers to consummate the transactions contemplated by this Agreement are subject to fulfillment prior to or at the Auburn Closing of the following conditions, except to the extent that Buyers may waive any one or more thereof:
