CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sample Clauses

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Sellers' obligation to sell the Shares and to take the other actions required to be taken by 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 Sellers, in whole or in part):

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Seller) of each of the following conditions at or prior to Closing: A. The representations and warranties of Purchaser shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time provided, however, to the extent that any representation or warranty of Purchaser contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1A; B. Purchaser shall have performed in all material respects all of its covenants and agreements contained in this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Purchaser contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.1B; C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement; D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Seller and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Purchaser in such approvals have been met; E. Purchaser shall have executed and delivered any documents required by this Agreement or reasonably requested by Seller; F. Purchaser shall have acknowledged receipt of the Transfer Payment made under Section 1.4; G. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and H. Purchaser shall have delivered to Seller a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been satisfied.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to sell the Property is subject to satisfaction, on or before the Closing Date of the following conditions, any of which may be waived in writing by Seller, in Seller’s sole and absolute subjective discretion:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligations of Sellers under this Agreement with respect to the purchase and sale of the Purchased Assets shall be subject to the fulfillment on or prior to the Closing of each of the following conditions, any of which may be waived in writing by Sellers (provided that if any condition shall not have been satisfied due to the actions or inaction of Sellers or their Affiliates that constitutes a breach of this Agreement, such condition shall be deemed to have been satisfied or waived by Sellers):

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to close the purchase and sale of the Acquired Assets as contemplated in this Agreement is conditioned upon the occurrence or waiver by Seller of the following: (a) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer shall be true and correct on and as of the Closing date with the same force and effect as if made on and as of that date. (b) Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing Date.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell the Shares and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction as of the Closing Date of each of the following conditions (each of which may be waived by Seller, in whole or in part): (a) the representations and warranties of Purchaser contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made on the Closing Date; and (b) Purchaser shall have performed all of the covenants and obligations that Purchaser is required to perform or to comply with at or prior to the Closing pursuant to this Agreement.

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Company's obligation to consummate the Merger and to take the other actions required to be taken by the Company or 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 Company, in whole or in part):

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Each and every obligation of Seller to be performed on the First Closing Date or the Second Closing Date shall be subject to the satisfaction on or prior thereto of each of the following conditions:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller shall be obligated to consummate the sale of the Assets as contemplated by this Agreement, provided the following conditions precedent have been satisfied or have been waived in writing by Seller:

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligation to close shall be subject to the satisfaction of Seller on or prior to the Closing Date, unless waived, of the conditions set forth in this Article 8. The conditions precedent to Seller's obligation to close are as follows: