Common use of Conditions Precedent to Obligations of Sellers Clause in Contracts

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 6.1. Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion. (a) All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date; (b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (d) The Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and to consummate the transaction transactions contemplated by this Agreement shall be is subject to the satisfactionfulfillment, at on or prior to the ClosingClosing Date, of all of the following conditions precedent set forth (which may be waived in this Section 6.1. writing by Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All The representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents Purchaser herein shall be true and correct in all material respects as of the date hereof or thereof of this Agreement and as of the Closing Date;Date as though made on the Closing Date (except to the extent that any representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); provided, however, that this condition shall be deemed satisfied so long as any failure of such representations and warranties to be true and correct in all material respects, individually or in the aggregate, has not had a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement. (b) Buyer Purchaser shall have performed and complied with, in all material respects, all covenants, with its obligations and conditions covenants required by this Agreement to be performed or complied with by Buyer it on or prior to or on the Closing Date;, in all material respects. (c) No injunctionPurchaser shall have delivered to Sellers a certificate, order or decree dated the Closing Date and signed by an officer of any Governmental Authority shall be Purchaser, stating that the conditions in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;Sections 7.2(a) and (b) have been satisfied. (d) The Sellers Purchaser shall have received delivered the documents required to be delivered by Buyer pursuant to listed in Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof8.2.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and to consummate the transaction contemplated by sale under this Agreement shall be is subject to the satisfactionfulfillment, at or prior to or at the Closing, of all each of the following conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.which may be waived by Sellers): (a) All all representations and warranties of Buyer and Parent contained in this Agreement or shall have been true and correct in any of the Buyer Documents all material respects when made, and shall be true and correct in all material respects as of the date hereof or thereof at and as of the time of the Closing Datewith the same effect as though made again at, and as of, that time; (b) Buyer and Parent shall have performed and complied with, with in all material respects, respects all covenants, obligations and conditions covenants required by this Agreement to be performed or complied with by Buyer and Parent prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (dc) The Sellers shall have received been furnished with the documents required referred to be delivered by Buyer pursuant to in Section 5.3 hereof8.2; (ed) The form no provision of any applicable law or regulation shall prohibit, and substance there shall not be in effect any injunction or restraining order issued by a court of all Buyer Documents shall be reasonably satisfactory competent jurisdiction in any action or proceeding against the consummation of the sale and purchase of the Assets pursuant to this Agreement, including the Sellers; and (f) Buyer shall have paid purchase of the Total Purchase Price to the Sellers in accordance with Section 1.2 hereofStock.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 6.15.1. Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion. (a) All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date; (b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (d) The Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 2.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer the Interests and to consummate the transaction contemplated by this Agreement shall be Transactions are subject to the satisfactionfulfillment, at or prior to or on the ClosingClosing Date, of all each of the following conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, which may be waived by Sellers in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All the representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct (without giving effect to any materiality limitations, such as “material,” “in all material respects as of the date hereof respects” or thereof “Buyer Material Adverse Effect”, set forth therein) on and as of the Closing DateClosing, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, except for any failure of any such representation and warranty to be so true and correct that has not had, individually or in the aggregate, a Buyer Material Adverse Effect; (b) Buyer shall have performed and complied with, in all material respects, respects with all covenants, obligations and conditions agreements required by in this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; (c) No injunction, order or decree Sellers shall have received from Buyer a certificate signed by an authorized officer of any Governmental Authority shall be Buyer on behalf of Buyer certifying that the conditions set forth in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;‎Section 7.3(a) and ‎Section 7.3(b) have been satisfied; and (d) The Sellers Buyer shall have received delivered (or caused to be delivered) each of the documents required and instruments to be delivered by Buyer at the Closing pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof‎Section 2.4.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and to consummate the transaction transactions contemplated by this Agreement shall be is subject to the satisfactionfulfillment, at on or prior to the ClosingClosing Date, of all of the following conditions precedent set forth (which may be waived in this Section 6.1. writing by Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All The representations and warranties of Buyer contained Purchaser in this Agreement or (i) that are qualified as to materiality shall be true and correct in any of the Buyer Documents all respects and (ii) that are not so qualified shall be true and correct in all material respects as of the date hereof or thereof respects, at and as of the Closing Date;Date with the same force and effect as though made at and as of the Closing Date (except to the extent that any representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct as of such date). (b) Buyer Purchaser shall have performed and complied with, in all material respects, all covenants, with its obligations and conditions covenants required by this Agreement to be performed or complied with by Buyer it on or prior to or on the Closing Date;, in all material respects. (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (d) The Sellers Purchaser shall have received delivered to Sellers a certificate, dated the documents required to be delivered Closing Date and signed by Buyer pursuant to Section 5.3 hereof; Purchaser’s chief executive officer and chief financial officer and its corporate secretary, stating that the conditions in Sections 8.2(a) and (eb) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereofbeen satisfied.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer the Interests and under this Agreement to consummate the transaction transactions contemplated by this Agreement shall hereby will be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 6.1. Sellers may waive any or all of these following conditions, in whole any one or in part, without prior notice, in its sole and absolute discretion.more of which may be waived at the option of Sellers: (a) All representations and warranties of Buyer contained Purchaser made in this Agreement or in any of the Buyer Documents exhibit, schedule or document delivered pursuant hereto shall be true and correct complete in all material respects as of the date hereof Closing Date as if made on and as of that date. (b) All of the terms, covenants and conditions to be complied with and performed by Purchaser on or thereof and prior to the Closing Date shall have been complied with or performed. (c) Sellers shall have received a certificate, dated as of the Closing Date; , executed on behalf of Purchaser by an authorized officer thereof, certifying in such detail as Seller may reasonably request that the conditions specified in Sections 5.5(a) and (b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;been fulfilled. (d) The Sellers waiting period under the HSR Act shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 hereof;expired or terminated. (e) The form and substance of all Buyer Documents No suit, action, claim or governmental proceeding shall be reasonably satisfactory to the Sellers; and (f) Buyer pending against, and no order, decree or judgment of any court, agency or other Governmental Authority shall have paid been rendered against, any party hereto which would render it unlawful, as of the Total Purchase Price Closing Date, to effect the Sellers transactions contemplated by this Agreement in accordance with Section 1.2 hereofits terms.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests Wavemaker Shares and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 6.15.1. Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion. (a) 5.1.1. All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date, and Sellers shall have received a certificate signed by the Buyer to the foregoing effect; (b) 5.1.2. Buyer shall have performed and complied with, in all material respects, all covenants, obligations obligations, and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date, and Sellers shall have received a certificate signed by the Buyer to the foregoing effect; (c) 5.1.3. No injunction, order order, or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (d) 5.1.4. The Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 2.3 hereof; (e) 5.1.5. The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and; (f) 5.1.6. Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer the Interests and to consummate the transaction transactions contemplated by this Agreement shall be are subject to the satisfactionfulfillment, at or prior to or on the ClosingClosing Date, of all each of the conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, which may be waived by Sellers in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All the representations and warranties of Buyer contained Purchaser hereunder in this Agreement or in any of the Buyer Documents Article V shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Dateand; (b) Buyer shall have the other Parties have, performed and complied with, in with all material respects, all covenants, obligations and conditions agreements required by this Agreement hereunder to be performed or complied with by Buyer them on or prior to or on the Closing Date;; and (c) No injunctionno legal proceedings shall have been instituted or threatened or claim or demand made against any Party or any of her/his/its Affiliates, order seeking to restrain or decree of any Governmental Authority shall be in effect which restrains prohibit, or prohibits to obtain substantial damages with respect to, the consummation of the transaction transactions contemplated hereby, and there shall not be in effect any Order by this Agreement at a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Closing; (d) The Sellers shall have received consummation of the documents required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereoftransactions contemplated hereby.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer the Interests and to consummate the transaction transactions contemplated by this Agreement shall be are subject to the satisfactionfulfillment, at or prior to or on the ClosingClosing Date, of all each of the conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, which may be waived by Sellers in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All the representations and warranties of Buyer contained Purchaser hereunder in this Agreement or in any of the Buyer Documents Article V shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Dateand; (b) Buyer shall have the other Parties have, performed and complied with, in with all material respects, all covenants, obligations and conditions agreements required by this Agreement hereunder to be performed or complied with by Buyer them on or prior to or on the Closing Date;; and (c) No injunctionno legal proceedings shall have been instituted or threatened or claim or demand made against any Party or ay of her/his/its Affiliates, order seeking to restrain or decree of any Governmental Authority shall be in effect which restrains prohibit, or prohibits to obtain substantial damages with respect to, the consummation of the transaction transactions contemplated hereby, and there shall not be in effect any Order by this Agreement at a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the Closing; (d) The Sellers shall have received consummation of the documents required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereoftransactions contemplated hereby.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer proceed with the Interests and to consummate the transaction contemplated by this Agreement Closing shall be subject to the satisfaction, at on or prior to the ClosingClosing Date, of all each of the following conditions precedent set forth in this Section 6.1. Sellers precedent, any of which may waive any or all of these conditions, be waived in whole or in part, without prior notice, in its sole and absolute discretion.part by the Sellers: (a) All representations and warranties of made by Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects on and as of the date hereof or thereof Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date; (b) , except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer shall have performed and or complied with, in all material respects, respects with all covenants, obligations agreements and conditions required by contained in this Agreement on its part required to be performed or complied with by Buyer at or prior to or on the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits All material consents and approvals relating to the consummation of the transaction contemplated by this Agreement at the Closing; (d) The Sellers shall have received the documents Company required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form obtained from Governments, including without limitation under the HSR Act, and substance of all Buyer Documents from third parties under Contracts shall be reasonably satisfactory to the Sellershave been obtained; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof.

Conditions Precedent to Obligations of Sellers. The obligation obligations of the Sellers to sell and transfer the Interests and to consummate the transaction transactions contemplated by this Agreement shall be are subject to the satisfactionfulfillment, at on or prior to the ClosingClosing Date, of all each of the following conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, which may be waived by Sellers in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All the representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall Article IV must be true and correct in all material respects as of the date hereof or thereof and as of the Closing DateDate as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that has not had a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby (without giving effect to any updates provided by Buyer pursuant to Section 5.8 of this Agreement); (b) Buyer shall have performed and complied with, in all material respects, respects with all covenants, obligations and conditions required by provisions of this Agreement required to be performed or complied with by Buyer it on or prior to or on the Closing Date; (c) No injunction, order or decree of any Governmental Authority there shall not be in effect which restrains any Order restraining, enjoining or prohibits otherwise prohibiting the consummation of the transaction transactions contemplated by this Agreement at the Closing;hereby; and (d) The Sellers Buyer shall have received delivered the documents and instruments required to be delivered by Buyer it pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereof2.5(b).

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell the Shares to Buyers and transfer the Interests and otherwise for Sellers to consummate the transaction contemplated by this Agreement shall transactions that are to be consummated at the Closing is subject to the satisfaction, at or prior as of the Closing Date, of the following conditions (any of which may be waived, to the Closingextent permitted by Law, of all of the conditions precedent set forth in this Section 6.1. by Sellers may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.): (a) All The representations and warranties of Buyer Buyers contained in this Agreement Agreement, the other Transaction Documents and any certificate or in any of the Buyer Documents other writing delivered pursuant hereto and thereto shall be true correct and correct complete in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects as (in the case of the date hereof any representation or thereof and warranty not qualified by materiality or Material Adverse Effect) as of the Closing Date;Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be correct and complete in all respects as of that specified date). (b) Buyer Buyers shall have performed and complied withperformed, in all material respects, all covenants, covenants and obligations and conditions required by this Agreement to be performed by Buyers on or complied with by Buyer prior to or on before the Closing Date;. (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing; (d) The Sellers shall have received the documents required to be delivered following from Buyers: (i) a certificate executed by Buyer pursuant to Buyers stating that the conditions set forth in Section 5.3 hereof5.2(a) and Section 5.2(b) have been duly satisfied; (eii) The form the Software Purchase Agreements, executed by ETI-NET; (iii) the Escrow Agreement, duly executed by the Escrow Agent and substance of all Buyer Documents shall be reasonably satisfactory to the SellersSeller; and (fiv) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereofPrice.

Conditions Precedent to Obligations of Sellers. The obligation of the Sellers to sell and transfer the Interests and each Seller to consummate the transaction transactions contemplated by this Agreement shall be is subject to the satisfactionfulfillment, at on or prior to the ClosingClosing Date, of all each of the following conditions precedent set forth in this Section 6.1. Sellers may waive (any or all of these conditions, which may be waived by Sellers in whole or in part, without prior notice, in its sole and absolute discretion.part to the extent permitted by applicable Law): (a) All (i) the representations and warranties of Buyer contained set forth in Section 4.1 (Organization; Authority) shall be true and correct in all respects, (ii) the representations and warranties of Buyer set forth in this Agreement (other than Section 4.1) that are qualified by materiality (whether by reference to the terms “material” or “Material Adverse Effect,” any threshold amount or otherwise) shall be true and correct in any all respects, and (iii) the representations and warranties of the Buyer Documents that are not so qualified by materiality (other than Section 4.1) shall be true and correct in all material respects respects, in each case, as of the date hereof or thereof of this Agreement and at and as of the Closing DateDate (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) Buyer shall have performed and complied with, in all material respects, respects with all covenants, obligations and conditions agreements required by in this Agreement to be performed or complied with by Buyer prior to or on the Closing Date;; and (c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction transactions contemplated by this Agreement at the Closing; (d) The Sellers Maritech APA and the MIPSA shall have received the documents required to be delivered by Buyer pursuant to Section 5.3 hereof; (e) The form and substance of all Buyer Documents shall be reasonably satisfactory to the Sellers; and (f) Buyer shall have paid the Total Purchase Price to the Sellers in accordance with Section 1.2 hereofbeen consummated.