Conditions Precedent to Seller's Obligation. The obligation of Seller to consummate the transaction contemplated hereby on the Closing Date is subject to the satisfaction of each of the following conditions at or prior to the Closing:
Conditions Precedent to Seller's Obligation. The obligations of Seller ------------------------------------------- under this Agreement with respect to the purchase and sale of the Assets shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
(a) The statutory waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act, shall have been terminated or shall have expired.
(b) The limited partners of the joint venturers of Seller shall have approved the transactions contemplated by this Agreement.
(c) Buyer shall have delivered the Purchase Price to Seller in accordance with Paragraph 3 hereof.
Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)):
(a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Seller, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 shall have been given.
(b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided.
(c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement.
(d) Purchaser shall have complied in all material respects with each of its covenants and agreements contained in this Agreement which are required to be performed or complied with by it on or prior to the Closing Date.
(e) The representations and warranties made by Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on the Closing Date provided, however, that the representations and warranties of Purchaser herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct would have a Material Adverse Effect on Purchaser’s ability to consummate the transactions contemplated by the Agreement.
Conditions Precedent to Seller's Obligation. The obligation of each Seller to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing to the extent permitted by applicable Law, in whole or in part, by such Seller for purposes of consummating such transactions:
Conditions Precedent to Seller's Obligation. Seller's obligation to consummate the transaction contemplated by this Agreement shall be contingent upon the following conditions precedent:
Conditions Precedent to Seller's Obligation. The obligation of ------------------------------------------- the Seller to consummate the Closing shall be subject to the satisfaction at or prior to Closing of each of the following conditions:
(a) The representations and warranties of the Buyer pursuant to this Agreement shall be true and correct as of Closing with the same effect as though made or given at Closing;
(b) Buyer shall have performed and complied with all of its obligations under this Agreement that are to be performed or complied with on or prior to Closing;
(c) All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to the Seller in connection with the transactions contemplated by this Agreement shall be satisfactory in all respects to Buyer, and Buyer shall have received the originals or certified or other copies of all such records and documents as Buyer may reasonably request.
Conditions Precedent to Seller's Obligation. Sellers' obligation to consummate the transactions contemplated hereby and make the deliveries required of Sellers in Section 3.2(a) of this Agreement on the Closing Date shall be subject to the satisfaction or waiver by Sellers of each of the following conditions:
(a) all of the representations and warranties of Buyer contained in Section 4.3 shall continue to be true and correct as of the Closing Date in all material respects, all covenants and obligations to be performed by Buyer on or prior to the Closing Date shall have been performed in all material respects, and Buyer shall have certified the foregoing to Sellers in writing; and
(b) Buyer shall have executed and delivered to Sellers such instruments as are deemed necessary or appropriate to effectuate the assumption of the Assumed Liabilities and such other documents, instruments and certificates as Sellers or their counsel may have reasonably requested.
Conditions Precedent to Seller's Obligation. Seller’s obligation to deliver title to the Property shall be subject to compliance by Buyer with the following conditions precedent on and as of the date of Closing:
(a) Buyer shall deliver to Escrow Agent on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and
(b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.
Conditions Precedent to Seller's Obligation. The Sellers obligations to sell the Company Shares and the Real Estate and to take the other actions required to be taken by the Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Sellers, in whole or in part):
Conditions Precedent to Seller's Obligation. The obligation of Seller and the Seller India Affiliate to sell, assign, transfer, convey and deliver the Assets is subject to the satisfaction or waiver on the Closing Date of each of the following conditions precedent (which shall not be construed as covenants):
