Conditions Precedent to Seller’s Obligations to Close. Seller’s obligation to sell the Assets and to take the other actions required to be taken by Seller 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 Seller, in whole or in part):
Conditions Precedent to Seller’s Obligations to Close. The obligation of Seller to consummate this Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditions:
Conditions Precedent to Seller’s Obligations to Close. The obligations of the Seller to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Seller may waive in writing:
Conditions Precedent to Seller’s Obligations to Close. The obligation of Seller to consummate the Acquisition Transaction on the Closing Date is, at the option of Seller, subject to the satisfaction of the following conditions:
(a) Each of the representations and warranties of Buyer contained in Article V hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date.
(b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.
(c) All corporate actions and proceedings to be taken and all documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller and its counsel.
(d) No order of any court or other Governmental Entity restraining, prohibiting or enjoining the consummation of the transactions contemplated hereby shall be in effect or be threatened or sought by any Governmental Entity.
(e) Seller shall have received the executed counterparts of the Equity LLC Agreement from the parties thereto.
(f) Seller shall have received each of the certificates, documents, agreements and other instruments set forth in Section 3.4(d) hereof.
(g) All conditions precedent to the obligations of the other parties to the Participation Agreement shall have been satisfied or waived other than conditions precedent which are not in the control of Seller or cannot be satisfied prior to the consummation of the Acquisition Transaction contemplated hereby.
Conditions Precedent to Seller’s Obligations to Close. All obligations of Seller to effect the Closing hereunder are, at its option, subject to the satisfaction at Closing of the following conditions precedent:
Conditions Precedent to Seller’s Obligations to Close. The obligation of each Seller to proceed with consummation of the Transaction on the Closing Date and to close such Transaction shall be subject to the satisfaction or waiver by MHP of each of the following conditions precedent:
(a) The Parties shall have obtained the governmental and regulatory consents and approvals required of them under Section 13.4 to effect the Transaction.
(b) Sellers shall have obtained all Canonical approvals necessary to consummate the Transactions, to include without limitation, approval for alienation of stable patrimony.
(c) No suit or action by any third party or any investigation, inquiry, or proceeding by any governmental authority, or any legal or administrative proceeding shall have been instituted or threatened on or before the Closing Date which: (i) questions the validity or legality of this Agreement or any transaction contemplated herein, (ii) seeks to enjoin any transaction contemplated herein, or (iii) seeks Material damages on account of the consummation of the Transaction that would have a Material Adverse Effect.
(d) Purchaser shall have delivered to Sellers the documents to be delivered by it pursuant to Article 6 in the forms provided for herein.
Conditions Precedent to Seller’s Obligations to Close. Sellers' obligations to sell the Shares and Sellers' obligations to take the other actions required to be taken by Sellers at the Closing are 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 writing, in whole or in part):
Conditions Precedent to Seller’s Obligations to Close. The obligation of each Seller to close on the Closing Date under this Agreement is subject to each of the following conditions (any of which may, in Seller's discretion, be waived, in whole or part) existing on the Closing Date or such other applicable date:
Conditions Precedent to Seller’s Obligations to Close. The obligation of Seller to sell the Business and the Assets is subject to the satisfaction, at or before the Closing, of the conditions set out below. The benefit of these conditions are for Seller only and may be waived by Seller in writing at any time in their sole discretion.
Conditions Precedent to Seller’s Obligations to Close. The obligations of SELLERS to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as SELLERS may waive in writing:
(a) (i) paid, at the Closing, the Cash Consideration (as defined in Section 2(a) hereof) in the manner set forth in Section 3(b) hereof; (ii) issued, at the Closing, to SELLERS the Note as set forth in Section 3(b) hereof; and (iii) assumed all of the indebtedness of SELLERS to SPA ETERNITY outstanding as of the date of Closing (and SELLERS will be released from any continuing liability under such indebtedness assumed by PURCHASER).
(b) This Agreement and all other agreements and documents required to be executed at the Closing shall have been duly executed by PURCHASER;
(c) PURCHASER shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; and
(d) the representations and warranties of PURCHASER in this Agreement shall have been true and correct on the date hereof and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing.
