CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. The obligations of Holdings under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. THE COMPANY AND THE SELLERS ---------------------------------------- The obligations of Holdings, the Company and the Sellers to consummate the transactions contemplated by this Agreement shall, at their respective options, be subject to the satisfaction on or prior to the Closing Date, of the following conditions: 8.1. No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by Purchaser in the performance of any of its covenants and agreements herein; each of the representations and warranties of Purchaser contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for (a) representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), (b) representations and warranties which are not qualified by a material adverse effect (which need be true and correct except for such inaccuracies as in the aggregate would not have a Material Adverse Effect) and (c) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Holdings and the Company; and there shall have been delivered to Holdings a certificate to such effect, dated the Closing Date and signed by a Group Board Director of Purchaser.
CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. The obligation of Holdings, the Vidara Companies and the New Companies to consummate the Transactions are subject to the satisfaction (or waiver by Holdings) of the following conditions precedent on or before the Closing:
CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. All obligations of Holdings arising under this Agreement are subject to the satisfaction of each of the following conditions, unless expressly waived in writing by Holdings.
CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS. The obligations of Holdings to consummate the Redemption and Purchase with respect to each Redeeming Stockholder or Selling Warrantholder are subject to the satisfaction at or prior to the Closing of each of following conditions; provided that Holdings shall have no obligation to consummate the Redemption and Purchase with respect to any Redeeming Stockholder or Selling Stockholder unless and until each of such conditions shall have been satisfied with respect to the Primary Stockholders: (a) The representations and warranties of such Redeeming Stockholder or such Selling Warrantholders contained in Section 4 hereof shall be true and correct in all Material respects at and as of the Closing; (b) Such Redeeming Stockholder or Selling Warrantholder shall have delivered to Holdings and the Purchaser Representative a release of any and all claims (other than claims arising out of or relating to the rights of such Redeeming Stockholder or Selling Warrantholder under this Agreement and the Related Agreements or, in the case of Redeeming Stockholders and Selling Warrantholders other than the Primary Stockholders, claims arising out of or relating to any past or present employment of the Redeeming Stockholders or Selling Warrantholders with Holdings or the Subsidiaries), whether matured or contingent, known or unknown, from and after the Closing (the "Sellers' Releases") in the form attached hereto as Schedule 7.2(b); (c) The Primary Stockholders and their respective Affiliates shall have fully and indefeasibly terminated all contractual relationships with Holdings and/or the Subsidiaries (including that certain Third Amended and Restated Consulting Agreement, dated as of October 30, 1996 (the "Consulting Agreement")); provided, however, that the indemnity provided by Section 14 of the Consulting Agreement shall survive the termination thereof in accordance with its terms. (d) Such Redeeming Stockholder or Selling Warrantholder shall have performed in all Material respects its obligations under this Agreement required to be performed by it at or prior to the Closing; (e) No Government Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of prohibiting consummation of the Redemption and Purchase or the provision of the Financing necessary for such transaction; (f) All consents necessary to undertake the Redem...

Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF HOLDINGS

  • 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 DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:

  • 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 Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each 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 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 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 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 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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