Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Seller in writing:
Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to sell its Containers pursuant to this Agreement is subject to the fulfillment on or prior to the Closing of the following conditions, any one or more of which may be waived by it; provided, however, that, to the extent that a condition waived would constitute a breach of a provision of this Agreement, the waiver of such condition shall, in addition, constitute a waiver of the breach of such provision:
Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to consummate the sale of the Business Shares to Buyer under the terms of this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent (any one or more of which may be waived by Seller in writing).
Conditions Precedent to the Obligation of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are, unless waived by Seller 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 Seller 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 hereby and thereby shall have been obtained and shall be in full force and effect and Seller 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, the Assigned Contracts and each of the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 4.5 attached hereto.
(v) Except for changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchaser set forth in Article 4 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) Purchaser shal...
Conditions Precedent to the Obligation of Seller to Close. 9 9.01 Representations, Warranties and Covenants 9
Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to sell 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 Seller to Close. The obligation of Seller to consummate the transactions contemplated herein shall be subject to the fulfillment, at or before the Closing Date, of all the conditions set forth below in this ARTICLE XI.
Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to assign the Assigned Property to Purchaser pursuant to this Agreement and the Purchase Agreement Assignment is subject to the fulfillment on or prior to Delivery of the following conditions, any one or more of which may be waived by Seller in writing:
Conditions Precedent to the Obligation of Seller to Close. The obligation of Seller to sell the Property or to otherwise effect the transactions contemplated by this Agreement on the Closing Date is subject, at the option of Seller, to the satisfaction or fulfillment, on or prior to the Closing Date, of all the following conditions precedent to the Closing.
(a) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
(b) All of the terms, conditions and covenants to be complied with and performed by the Purchaser, on or prior to the Closing Date, shall have been complied with and performed in all material respects.
(c) The consummation of the transactions contemplated by the Other Agreement shall have taken place immediately prior to Closing hereunder, or Escrow Agent 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.
(d) All documents and instruments required to be executed by Purchaser to consummate this Agreement on the Closing Date, shall be reasonably satisfactory in form and substance to counsel for Seller.
Conditions Precedent to the Obligation of Seller to Close. 11.1 Accuracy of Representations 56 11.2 Approval and Vesting Order in Effect 56 11.3 Buyer's Performance 56 11.4 No Order 56 11.5 Buyer's Deliveries 56 12.1 Termination Events 57 12.2 Effect of Termination 59 12.3 Disposition of Deposit and the Escrow Agreement 59 12.4 Termination for Default of Deposit 60
