Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing of the following conditions, any one or more of which may be waived by it to the extent permitted by law:
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to complete the Initial Closing with respect to the First Note and the Second Closing with respect to the Second Note are subject to the fulfillment on or prior to the Initial Closing Date or the Second Closing Date, as applicable, of all of the following conditions, any one or more of which may be waived by Purchaser in writing and in its sole discretion:
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of the Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing of all of the conditions set forth below in this section 4.
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions:
(i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement.
(ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination.
(iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance.
(iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto.
(v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period.
(vi) Seller shall have performed and ...
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the applicable Aircraft pursuant to this Agreement is subject to the fulfillment on or prior to the applicable Closing of the following conditions, any one or more of which may be waived by it in writing:
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to purchase the Property or to otherwise effect the transactions contemplated by this Agreement on the Closing Date is subject, at the option of Purchaser, to the satisfaction or fulfillment, on or prior to the Closing Date (or earlier if indicated below), of all the following conditions precedent to the Closing:
(a) The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
(b) All the terms, conditions and covenants to be complied with and performed by Seller, on or prior to the Closing Date, shall have been complied with or performed in all material respects.
(c) The Property shall not have been adversely affected in any material way as a result of fire, hurricane, tornado, storm, condemnation, expropriation, or other casualty or act of God and there shall have been no other changes in the Property since the date of this Agreement that would have a material adverse effect on the value of the Property.
(d) The Title Insurance Company is willing, ready and able to close following compliance with all of the terms, conditions and covenants of this Agreement by the Seller.
(e) The consummation of the transactions contemplated by the Other Agreement shall have taken place immediately prior to Closing hereunder, or Escrow shall be prepared to consummate the transactions under the Other Agreement immediately after Closing hereunder. In the event that the foregoing condition is not satisfied on or before the Closing Date, Buyer’s and Seller’s respective sole remedy shall be to terminate this Agreement.
Conditions Precedent to the Obligation of Purchaser to Close. The obligation of Purchaser to consummate the transactions provided for in this Agreement is subject to the satisfaction at or before the Effective Date of each of the following conditions precedent:
(a) Seller shall have delivered to Purchaser such fully executed documents and instruments of assignment, transfer and conveyance as are necessary in the opinion of, and reasonably satisfactory in form to, counsel to Purchaser to transfer good and marketable title to all of the Assets to Purchaser in accordance with the provisions of this Agreement;
(b) All covenants, conditions and obligations on the part of Seller to be performed or satisfied hereunder on or prior to the Effective Date shall have been duly performed or satisfied in all respects;
(c) Seller shall have delivered to Purchaser a certificate executed by the President of Seller on behalf of Seller, dated the Effective Date, stating that (i) all representations and warranties made by Seller and contained in this Agreement are true, complete and accurate in all respects, and (ii) all covenants, conditions and obligations under this Agreement to be performed or satisfied by Seller have been duly performed or satisfied in all respects;
(d) All permits, licenses, consents, authorizations and approvals from, and all declarations, filings and registrations with governmental or regulatory authorities required to consummate the transactions contemplated hereby (if any) shall have been obtained or made; and
(e) An opinion of Seller's counsel in form and content acceptable to Purchaser and Purchaser's counsel, dated as of the Effective Date, shall be delivered to Purchaser (unless waived by Purchaser in its sole discretion).
Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the trans actions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all of the conditions set forth below in this ARTICLE X.
Conditions Precedent to the Obligation of Purchaser to Close. 6.1 Representations, Warranties and Covenants
Conditions Precedent to the Obligation of Purchaser to Close. Without derogating from Section 6, the obligation of the Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all of the conditions set forth below in this Section 7. The Purchaser may waive in its sole discretion any or all of such conditions in whole or in part without prior notice.
