Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
Conditions Precedent to the Obligations of the Purchasers to Purchase Securities on the Closing Date. The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations. OF BUYER TO CLOSE ----------------------------- The obligation of Buyer to close the Transactions contemplated hereby is subject to the fulfillment by Seller prior to Closing of each of the following conditions, which may be waived in whole or in part by Buyer:
Conditions Precedent to the Obligations of the Shareholders and the ------------------------------------------------------------------- Company. The obligations of the Shareholders and the Company under this ------- Agreement are subject to the satisfaction of each of the following conditions, unless waived by the Shareholders and the Company in writing to the extent permitted by applicable law:
Conditions Precedent to the Obligations. OF THE PASS THROUGH TRUSTEES The obligation of each Applicable Pass Through Trustee listed on Schedule 2 to make the secured loan described in Section 2.1(a) and to participate in the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent:
Conditions Precedent to the Obligations. OF EACH PARTY TO CONSUMMATE THE MERGER The respective obligations of each party to consummate the Merger shall be subject to the satisfaction or waiver, at or before the Effective Time, of each of the following conditions:
Conditions Precedent to the Obligations of the ---------------------------------------------- Purchasers. The obligations of each Purchaser hereunder are subject to the ---------- satisfaction or waiver by such Purchaser, on or before the Closing Date, of the following conditions:
Conditions Precedent to the Obligations of the Vanguard Trust ------------------------------------------------------------- The obligations of the Vanguard Trust to complete the transactions provided for in this Agreement will be subject, at its election, to the performance by the Xxxxxxxx Trust of all the obligations to be performed by it under this Agreement on or before the Closing Date and, in addition to those obligations, the following conditions:
7.1 All representations and warranties of the Xxxxxxxx Trust contained in this Agreement will be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Xxxxxxxx Trust will have delivered to the Vanguard Trust a statement of the Selling Fund's assets and liabilities, together with a list of the Selling Fund's portfolio securities showing the tax costs (and, if different from tax costs, book costs) of those securities by lot and the holding periods of the securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Xxxxxxxx Trust;
7.3 The Xxxxxxxx Trust will have delivered to the Vanguard Trust on the Closing Date a certificate executed in its name, and on behalf of the Selling Fund, by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Vanguard Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Xxxxxxxx Trust made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Vanguard Trust shall reasonably request; and
7.4 The Vanguard Trust will have received on the Closing Date a favorable opinion of Ropes & Xxxx, counsel to the Xxxxxxxx Trust, dated as of the Closing Date, in a form reasonably satisfactory to the Vanguard Trust, covering the following points:
(a) the Selling Fund is a separate investment series of the Xxxxxxxx Trust, a business trust that is duly organized, validly existing and in good standing under the laws of the State of Delaware and the Xxxxxxxx Trust has the corporate power to own all of the Selling Fund's properties and assets and to carry on the Selling Fund's business as presently conducted;
(b) the Xxxxxxxx Trust is registered as an investme...
Conditions Precedent to the Obligations. OF THE PURCHASER The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to either the date of this Agreement, the Closing Date, or both as specified in this Article VI of the following conditions.
Conditions Precedent to the Obligations of the Purchasers to Purchase Shares at the Closing. The obligation of each Purchaser listed on Annex A hereto to acquire Shares at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):
