Conditions Precedent to the Obligations of Seller to Close. The obligation of Seller to close the Transactions is subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller:
Conditions Precedent to the Obligations of Seller to Close. Subject to Section 5.5, the obligations of Seller to proceed with the Closing hereunder with respect to Seller’s sale of the Acquired Interests are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller in its sole discretion):
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met:
(a) Each of the representations and warranties of Buyer contained in Article V that is: (i) qualified by materiality (whether by reference to the terms “material,” “Material,” or similar qualifiers set forth therein) shall be true and correct in all respects on and as of the Closing Date (giving effect to such materiality qualification) as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all respects as of such time); and (ii) not so qualified by materiality shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than any such representation or warranty that by its terms addresses matters only as of another specified time, in which case such representation or warranty shall have been true and correct in all material respects as of such time).
(b) Except for covenants, agreements and conditions qualified by “material” “Material” or “materiality” in which case such covenants, agreements and conditions must be performed and complied with in all respects by Buyer prior to or at the Closing, Buyer shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Seller) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.
(c) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any Governmental Authority seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Seller under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) Seller is not in breach of its obligations hereunder, this Agreement may, at the option of Seller, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under Article XIV, Section 11.01(d) and Section 15.06, which will survive such termination).
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to proceed with the Closing hereunder with respect to Xxxxxx’s sale of the Acquired Interests and the WIFN Loan are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller in its sole discretion):
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the each of the following conditions being met:
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to proceed with the Closing hereunder with respect to Xxxxxx’s sale of the Acquired Interests and the NPC Loans are subject to the fulfillment prior to or at Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller in its sole discretion):
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to complete the Closing are subject to the fulfillment on or prior to the Closing Date of all of the following conditions:
Conditions Precedent to the Obligations of Seller to Close. The obligation of Seller to enter into and complete the Closing is subject, at Seller's option acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment of the following conditions, any one or more of which may be waived, to the extent permitted by law:
Conditions Precedent to the Obligations of Seller to Close. The obligations of Seller to close this Agreement are subject to the satisfaction on or before the Closing of all of the conditions set forth below in this Article 3.
Conditions Precedent to the Obligations of Seller to Close. All of the obligations of Seller to sell the Cayman Companies Shares shall be contingent upon and subject to the satisfaction, on or before the Closing Date, of each and every one of the following conditions, all or any of which may be waived, in whole or in part, by Seller for purposes of consummating such transactions.
