CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Each Buyer’s obligation to purchase the Shares and to take the other actions required to be taken by each Buyer 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 each Buyer, in whole or in part):
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. All obligations of the Buyer to close under this Agreement are subject to the fulfillment of each of the following conditions:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The obligation of the Buyer to purchase the Assets and assume the Assumed Liabilities at the Closing is subject to the fulfillment, on or prior to the Closing, of each of the following conditions, any of which may be waived by the Buyer, in whole or in part, in writing:
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Xxxxx's obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer 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 Buyer, in whole or in part):
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Buyer hereunder are, at the option of the Buyer, subject to the satisfaction or fulfillment of each of the following conditions precedent at or prior to the Closing: (a) Seller shall have performed and complied with all agreements, obligations and covenants required by this Agreement, and all of Seller’s representations and warranties shall be true and correct; (b) Seller shall own and be able to transfer its Assets free and clear of all Encumbrances; (c) the property and assets comprising the Assets shall remain in substantially the same condition as on the date hereof and there shall have been no material adverse change in the Business or the Assets; (d) with respect to all contracts and agreements which Buyer is acquiring hereunder from Seller, Buyer has agreed in writing to assume, and whose terms require consent for assignment and/or assumption, Seller shall have obtained from all other parties to such agreements written consents to such assignment to and/or assumption by Buyer and delivered same to Buyer, and, with respect to each such agreement and at Buyer's option, Seller shall have delivered to Buyer after Buyer's request an estoppel certificate executed by the other party to the agreement which provides that no default, or basis for default, to the agreement exists; (e) the shareholders and directors of Seller shall have taken all action required by or under applicable law, the Seller’s articles of incorporation and bylaws, and other applicable agreements to properly approve this Agreement and authorize the officers and directors to close all transactions contemplated by this Agreement in accordance herewith; (f) Buyer's Board of Directors shall have approved this Agreement and the transactions contemplated hereby; (g) the Lease, Restrictive Covenants, and Employment Agreements shall have been executed and delivered; (h) the Buyer shall have received written approval from the Atlanta Federal Reserve to engage in this transaction, which approval has already been requested by Buyer; and (i) if required, the Buyer has been licensed by the Securities and Exchange Commission, Georgia Securities Commission, and any other applicable governmental authority, to act as a registered investment advisor.
CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATION TO CLOSE. The Buyer’s obligation to purchase the Real Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by the Buyer in the Buyer’s sole and absolute discretion. (i)
