Conditions Precedent to Obligations of Each Seller Sample Clauses

Conditions Precedent to Obligations of Each Seller. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Majority Sellers in whole or in part to the extent permitted by applicable Law, except that (x) the conditions set forth in Sections 7.2(a) and (b) may not be waived without the consent of any Seller(s) that is (are) materially adversely affected by any breach by Purchaser of its representations, warranties or covenants to a greater extent than all Sellers are so affected, (y) the conditions set forth in Sections 7.2(f), (g), (h) and (insofar as the same pertains to the NTA) (i) may be waived by a Seller only with respect to such Seller and the condition set forth in Section 7.2(i) (insofar as the same pertains to the ISCP) may be waived only by those Sellers that are, or whose Affiliates are, or are to be, members of the ISCP Alliance and (z) the conditions set forth in Section 7.2(h), (k) and (n) may only be waived by all Sellers): (a) the representations and warranties of Purchaser to Sellers contained herein shall be true and correct in all material respects at and as of the Closing
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Conditions Precedent to Obligations of Each Seller. The obligation of each Seller to consummate the transactions provided for in this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions, any one more of which may be waived in writing by Seller in its sole discretion:
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Conditions Precedent to Obligations of Each Seller. The obligations of each Seller pursuant to this Agreement shall be contingent on the satisfaction of the following conditions, at or prior to the Closing Date:
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Conditions Precedent to Obligations of Each Seller. The obligations of each Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by each Seller in whole or in part to the extent permitted by applicable Law): (a) (i) the representations and warranties of the Purchaser set forth in Section 4.2 (Authorization) and Section 4.9 (Issuance of Purchaser Common Stock) shall be true and correct in all respects, (ii) the representations and warranties of Purchaser set forth in this Agreement (other than Sections 4.2 and 4.9) that are qualified by materiality (whether by reference to the terms “material” or “Purchaser Material Adverse Effect,” any threshold amount or otherwise) shall be true and correct in all respects, and (iii) the representations and warranties of Purchaser that are not so qualified by materiality (other than in Sections 4.2 and 4.9) shall be true and correct in all material respects, in each case, as of the date of this Agreement and at and as of the Closing Date (except for representations and warranties that by their terms are made as of a specified date or period, which shall be true and correct only as of such specified date or period); (b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) between the date of this Agreement and the Closing Date, no Purchaser Material Adverse Effect shall have occurred; (d) Purchaser shall have delivered to Sellers a certificate of an executive officer thereof, dated the Closing Date, certifying to the effect that the statements set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) are true and correct; (e) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (f) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; (g) Purchaser shall have bound coverage under the R&W Policy in accordance with the terms set forth in this Agreement; (h) Purchaser shall have delivered, or caused to be delivered, to each Seller a counterpart of the assignment or other instrument effecting the transfer of the Equity...
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Conditions Precedent to Obligations of Each Seller. The obligations of each Seller hereunder are conditioned upon:
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Conditions Precedent to Obligations of Each Seller. The obligations of Seller under Sections 2 and 3 and each MOA or Closing Document shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by such Seller:
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Related to Conditions Precedent to Obligations of Each Seller

  • Conditions Precedent to Obligations of Each Party The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller 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 Seller.

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Buyer in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to Obligations of the Purchaser The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchaser, in its sole discretion, in whole or in part): (a) each of the parties to the Transaction Documents, other than the Purchaser, shall have executed and delivered to the Purchaser the Transaction Documents; (b) there shall have been no change, event, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect in the Business, results of operations or condition (financial or otherwise) of the Group Companies, taken as a whole; (c) (i) the representations and warranties in the Company Fundamental Warranties and the Seller Fundamental Warranties shall be true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date), and (ii) the representations and warranties set forth in Article III and Article IV (other than the Company Fundamental Warranties and the Seller Fundamental Warranties) (A) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, and (B) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifiers shall have been true and correct in all respects when made and as of the Closing with the same force and effect as if made as of the Closing, in each case of (A) and (B), other than such representations and warranties that relate to another date (in which case such representations and warranties shall be true and correct in all respects as of such other date with the same force and effect as if made as of such other date); (d) the Parties other than the Purchaser shall have performed and complied with, in all material respects, each of the obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (e) there shall have been no Legal Proceeding pending against the Seller or any Group Company, which may prohibit or restrict the transaction contemplated under this Agreement or have any Material Adverse Effect on the Business or any Group Company; (f) no Group Company shall have been an obligor under any Indebtedness other than any indebtedness incurred or arising in the ordinary course of Business; (g) each of the Outgoing Directors shall have delivered to the board of the directors of the BVI Holdco, the HK Holdco or the Company, as applicable, the signed but undated Resignation and Release Letter; and (h) the Purchaser shall have received a certificate jointly signed by the Parties other than the Purchaser, dated the Closing Date, certifying that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e), Section 7.2(f) and Section 7.2(g) have been satisfied.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by the Seller;

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • Conditions Precedent to Obligations of the Sellers The obligations of the Sellers under this Agreement at the Closing and the consummation by the Sellers of the transactions contemplated hereby are subject to the satisfaction or fulfillment by the Buyer, prior to or at the Closing, of each of the following conditions, unless waived in writing by the Sellers:

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