Conditions Precedent to Obligations of Purchasers. The obligation of Purchasers 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 Company, in their sole and absolute discretion, in whole or in part to the extent permitted by applicable Law):
(a) the representations and warranties of the Company set forth in this Agreement qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, at and as of the date hereof and the Closing Date as though made on the Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date);
(b) Trident and the Purchasers 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 them on or prior to the Closing Date, and;
(c) 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;
(d) the Company shall have delivered, or caused to be delivered, to Purchasers stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers;
(e) there shall have been no change, event, circumstance, development or effect that has had, individually or in the aggregate, a Material Adverse Effect;
Conditions Precedent to Obligations of Purchasers. The obligations of the Purchasers under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:
Conditions Precedent to Obligations of Purchasers. Except as otherwise provided in this Section 7, the obligations of Purchasers hereunder are, at its option, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions.
Conditions Precedent to Obligations of Purchasers. The obligations of each Purchaser under ARTICLES II and III of this Agreement are subject to the satisfaction or waiver by each Purchaser of the following conditions precedent on or before the Closing Date:
Conditions Precedent to Obligations of Purchasers. The obligation of Purchasers to consummate the Closing 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 Purchasers in whole or in part to the extent permitted by applicable Law):
(a) The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the Closing, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date); provided, however, for purposes of the condition set forth in this Section 8.2(a) (i) any materiality or Material Adverse Effect qualifications in such representations and warranties shall be disregarded, and (ii) in the event of a breach of a representation or warranty (after taking into effect disregarding materiality or Material Adverse Effect qualifications), the condition set forth in this Section 8.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together have had or are reasonably expect to have a Material Adverse Effect, and Purchasers shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect.
(b) Seller 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 it on or prior to the Closing Date, and Purchasers shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, to the foregoing effect.
(c) No Material Adverse Effect shall have occurred.
(d) At the Closing, all documents required to be executed and delivered by Seller (or other Persons) under Section 3.3 have been delivered to Purchasers.
Conditions Precedent to Obligations of Purchasers. The obligation of Lima Energy and USASF to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. The Purchasers shall have the right to waive any condition not so satisfied.
Conditions Precedent to Obligations of Purchasers. Purchasers' obligations hereunder shall be subject to the satisfaction of the following conditions on or before the Closing Date (subject to any waiver of any such condition by Purchasers):
Conditions Precedent to Obligations of Purchasers. 5.1 EFFECTIVENESS OF SENIOR LOAN DOCUMENTS 5.2 EFFECTIVENESS OF SUBORDINATION AGREEMENTS 5.3 MINIMUM AVAILABILITY 5.4 STOCKHOLDERS EQUITY 5.5 ACQUISITION 5.8 NO LITIGATION; CONSUMMATION OF TRANSACTIONS 5.9 DOCUMENTS 5.10 MATERIAL ADVERSE CHANGE 5.11 FEES 5.12 NO EVENT OF DEFAULT 5.13 REPRESENTATIONS AND WARRANTIES 5.14 APPROVALS AND CONSENTS 5.15 MAXIMUM PRO FORMA COMBINED LEVERAGE RATIO 5.16 ENVIRONMENTAL INSURANCE POLICIES
Conditions Precedent to Obligations of Purchasers. Purchasers’ obligations hereunder shall be subject to (a) the performance by the Company of its obligations hereunder which by the terms hereof are to be performed at or prior to delivery of the Senior Subordinated Notes, and (b) the satisfaction of the following conditions on or before the Closing Date:
Conditions Precedent to Obligations of Purchasers. Each Purchaser's obligation to purchase the Shares at the Closing is, at the option of such Purchaser, subject to the fulfillment on or prior to the Closing Date of the following conditions:
