Conditions Precedent to the Obligations of Purchasers. The obligation of the Purchasers to acquire the Shares at the Closing is subject to the satisfaction or waiver by the Purchasers, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations of Purchasers. The obligation of Purchasers to consummate the Transactions is subject to the satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by Purchasers in writing:
(a) The representations and warranties of each of the Members and Sellers contained in Sections 3 and 4 shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date, as though made on and as of the Closing Date. Each other representation and warranty of the Members and Sellers contained in this Agreement shall, if specifically qualified by materiality, be true and correct and, if not so qualified, be true and correct in all material respects in each case as of the date of this Agreement and on and as of the Closing Date, as though made on and as of the Closing Date.
(b) Each of the Sellers shall have performed In all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by each of them prior to or on the Closing Date.
(c) Sellers shall have delivered to Fusion (i) a certificate, dated the Closing Date, signed on behalf of NBS by the Chief Executive Officer, and by each of the other Sellers by a duly authorized person, certifying as to the fulfillment of the conditions specified in Section 8.1, (ii) a certificate of the Manager(s) of NBS, dated the Closing Date, certifying as to (A) the good standing of NBS (with good standing certificate attached), (B) due authorization of this Agreement and the Transactions (with resolutions attached), and (C) true and correct attached copies of the Articles of Organization and Operating Agreement of NBS, and (iii) a certificate of the Manager of NBS certifying, among other things the incumbency of all officers of NBS and Sellers and NBS and Sellers having authority to execute and deliver this Agreement and the agreements and documents contemplated hereby and the Transactions.
(d) All Third Party Consents required under all Company Material Contracts or otherwise hereunder are obtained and copies thereof delivered to Purchasers.
(e) Except as set forth on Schedule 8.1(e), on or before the Closing, Sellers shall have obtained a release and discharge of any and all liens (including Tax Liens), security interests, restrictions, defects and encumbrances which affect NBS or the Business, and shall provide Fusion with all UCC-3 forms where applicable.
(f) T...
Conditions Precedent to the Obligations of Purchasers. The obligation of Purchaser to complete the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived in writing by Purchaser:
Conditions Precedent to the Obligations of Purchasers. The obligation of Purchasers to purchase and pay for the Preferred Stock on the Closing Date shall be subject to the fulfillment on or before the Closing Date of each of the following conditions:
Conditions Precedent to the Obligations of Purchasers. The obligation of each Purchaser to acquire the Purchased Shares at the Closing, and the obligation of Life Sciences to acquire the Special Voting Share 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):
Conditions Precedent to the Obligations of Purchasers. The obligations of Purchasers pursuant to this Agreement are subject to the satisfaction at the Closing of each of the following conditions, any or all of which conditions may be waived by Purchasers in its sole discretion:
Conditions Precedent to the Obligations of Purchasers. The obligations of Purchasers under this Agreement shall be, at the option of Purchasers, subject to the satisfaction of the conditions set forth below, on or prior to the Closing Date. These conditions are solely for the benefit of Purchasers and may be waived by Purchasers at any time in their sole discretion.
Conditions Precedent to the Obligations of Purchasers
