CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES Sample Clauses

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. The respective obligations of the Buyer Parties to effect the Merger and otherwise consummate the Contemplated Transactions are subject to the satisfaction or waiver by the Buyer Parties, as of or prior to the Closing, of each of the following conditions:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. The obligation of the Buyer Parties to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law) on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects (except for (i) representations or warranties qualified by a materiality, a Seller Material Adverse Effect, Company Material Adverse Effect or similar qualifier (including through the use of any defined term containing any such qualifier) and (ii) the Fundamental Representations, which, in each case of the foregoing clauses (i) and (ii), shall be true and correct in all respects subject to any such qualifiers contained therein), in each case, as of the date of this Agreement and as of the Closing as though made at and as of the Closing, unless such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct as of such earlier date); (b) Seller shall have performed and complied in all material respects with all covenants, obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) since the date hereof, there shall not have been any Company Material Adverse Effect; (d) the limited waiver and assignment granted by the Conflicts Committee of the Board of Directors of the General Partner, dated as of the date hereof, with respect to Section 2.1 of the Omnibus Agreement, shall be in full force and effect on the Closing Date and shall not have been rescinded, amended, modified or restated in any manner that is adverse to the Buyer Parties or their Affiliates or Representatives; (e) the Encumbrance on the Subject Interests securing the Seller Credit Agreement shall have been, or shall at the Closing, be released without any Liability in respect thereof on any Buyer Party, Acquired Company or any of their respective Affiliates; (f) the Partnership Credit Agreement shall have been amended, or waivers from the requisite number of lenders thereunder shall have been obtained, in form and substance reasonably satisfactory to the Buyer Parties, such that the transactions contemplated hereby do not result in an Event of Default thereunder or otherwise result in any violation or breach of or constitute (with or without due notice or la...
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. 49 Section 7.1. No Misrepresentation or Breach of Covenants and Warranties ................ 49 Section 7.2. Necessary Consents, Notices and Approvals ........................................... 49 Section 7.3. Antitrust Clearance ................................................................................. 50 Section 7.4. No Restraint ........................................................................................... 50 Section 7.5. Material Adverse Effect .......................................................................... 50 Section 7.6. Delivery of Ancillary Agreements .......................................................... 50 Section 7.7. Release of Lien on MSR Assets and Mortgage Loan Assets.................... 50
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. The obligations of the Buyer Parties under this Agreement to consummate the Transaction will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the Buyer or Merger Sub:
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. Section 8.01.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES. Section 9.1 Accuracy of Representations 71 Section 9.2 Performance of Covenants 72 Section 9.3 Company Officer’s Certificate 72 Section 9.4 Tax Opinion 72 Section 9.5 Options 72 Section 9.6 Limited Partners of Operating Partnership 72 Section 9.7 Common Units 72 Section 9.8 Third Party Consents 72 Section 9.9 Absence of Material Adverse Change 72 Section 9.10 Repayment of Indebtedness; Release of Liens 72 Section 9.11 Development Purchase Agreement 73 Section 9.12 Company Series B Preferred Stock 73 Section 10.1 Accuracy of Representations 73 Section 10.2 Performance of Covenants 73 Section 10.3 Parent Officer’s Certificate 74
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Related to CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER PARTIES

  • 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 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:

  • 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 whole or in part to the extent permitted by Applicable Law): (a) the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V herein shall be true and correct as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except (other than in the case of Section 4.6 hereof) to the extent that all of the breaches of such representations and warranties collectively (without giving effect to any materiality or similar qualification) have not had and would not reasonably be expected to result in a Xxxxxx Material Adverse Effect that cannot be cured by the Outside Date and, in the case of representations and warranties of GM, has not had a material adverse impact on GM's ability to consummate the transactions contemplated by the GM Transaction Agreements; provided, however, that any and all actions required to be taken pursuant to Section 9.4 and the effects thereof on the representations and warranties of GM and Xxxxxx set forth in Article IV and Article V shall be ignored for purposes of this Section 10.2(a); (b) GM and Xxxxxx shall have performed in all material respects all of their respective obligations hereunder to be performed by them on or prior to the Closing Date; (c) GM and Xxxxxx shall have furnished the Purchaser with a certificate dated the Closing Date signed on its behalf by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 10.2(a) and (b) have been satisfied; (d) certificates representing the Shares shall have been, or shall at the Closing be, validly delivered and transferred to the Purchaser, free and clear of any and all Encumbrances; (e) GM shall have provided the Purchaser with an affidavit of non-foreign status that complies with Section 1445 of the Code (a "FIRPTA Affidavit"); (f) there shall not have occurred after the date hereof and be continuing any Xxxxxx Material Adverse Effect; provided, however, that any and all actions taken pursuant to Section 9.4 and the effects thereof shall be ignored for the purposes of this Section 10.2(f); and (g) To the extent that the Ruling (i) includes statements or representations relating to facts that are or will be under the control of the Purchaser or any of its affiliates or (ii) is relevant to, or creates any actual or potential obligations of or limitations on, the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates), such Ruling is reasonably satisfactory to the Purchaser, and the IRS has not notified GM or any party to this Agreement that the Ruling has been withdrawn, invalidated or modified in any manner that is or would reasonably be expected to be adverse to the Purchaser or any of its affiliates (or, for periods after the Split-Off Effective Time, Xxxxxx or its affiliates).

  • 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 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 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 Purchaser The obligation of 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 Purchaser in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of Seller set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that are modified as to materiality or contain a qualification referring to a “Material Adverse Effect” or any similar modification or qualification shall be true and correct in all respects as of said dates; (b) Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them prior to the Closing Date; (c) Purchaser shall have received a certificate signed by an authorized officer of Seller, dated the Closing Date, certifying that the conditions contained in Sections 9.1(a) and 9.1(b) have been fulfilled; (d) there shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents or that could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement or any of the Transaction Documents to Purchaser, and there shall not be pending or threatened on the Closing Date any action in, before or by any Governmental Body that could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability of any such Law to Purchaser or the transactions contemplated by this Agreement or any of the Transaction Documents; (e) there shall not be any action, suit, or proceeding pending or threatened before any Governmental Body that could reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) have a Seller Material Adverse Effect on the right of Purchaser to own the Purchased Shares or to own and operate the Purchased Assets (and no such Order shall be in effect); (f) [Reserved];

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

  • 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.

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