Common use of Conditions Precedent to the Obligations of Seller to Close Clause in Contracts

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 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(d11.1(d) and Section 15.0615.6, which will survive such termination).

Conditions Precedent to the Obligations of Seller to Close. The obligations obligation of Seller to consummate sell the Purchased Assets or to otherwise effect the transactions contemplated by this Agreement are subject on the Closing Date is subject, at the option of Seller, to each the satisfaction or fulfillment, on or prior to the Closing Date, of all the following conditions being metprecedent to the Closing: (a) Each of the 9.1. 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 Purchaser 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 this Agreement shall be true and correct in all material respects on and as of the Closing Date. 9.2. All of the terms, conditions, and covenants to be complied with and performed by the Purchaser on or prior to 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 complied with and correct performed in all material respects. 9.3. Seller shall have received on the Closing Date a certificate dated the Closing Date, executed by Purchaser's Secretary, certifying as to: (a) Purchaser's Articles of Incorporation; (b) Purchaser's Bylaws, (c) the resolutions of Purchaser's Board of Directors authorizing the execution and delivery of this Agreement, the performance hereunder, and the transactions contemplated herein (including, without limitation the execution and delivery of the Notes and the Security Agreement); and (d) the incumbency of officers authorized to execute and deliver this Agreement and the other documents and instruments executed and delivered pursuant hereto, in connection herewith, or contemplated hereby. 9.4. Seller shall have received on the Closing Date a certificate dated the Closing Date signed on behalf of Purchaser by its Chief Executive Officer, President, or a Vice President stating that all the representations and warranties of Purchaser set forth in this Agreement are in all material respects as of such time). (b) Except for covenantstrue, agreements correct, 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 accurate as of the Closing Date, and (b) all of the covenants set forth in this Agreement to be performed by Purchaser on or in the event prior to the Closing does not occur on or before Date have been performed in all material respects. 9.5. All consents and approvals necessary for transfer, sale and assignment of the Closing DatePurchased Assets hereunder and for the assumption by Purchaser of the Assumed Obligations, the Contracts and (in either case) Seller is not in breach of its obligations hereunderthe FBO Lease, 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)been obtained.

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(d11.1(d) and Section 15.0615.6, which will survive such termination).