CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRED COMPANIES Sample Clauses

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRED COMPANIES. All of the obligations of the Acquired Companies to consummate the transactions contemplated by this Agreement shall be contingent upon and subject to the satisfaction of each and every one of the following conditions, all or any of which may be waived in writing by the Acquired Companies prior to the Closing Date, which shall be delayed if necessary in order for there to be a full fifteen (15) day cure period, as described below. Notwithstanding any other provision herein to the contrary, in the event that prior to the Closing Date Atlantic gives the Acquired Companies notice of any misrepresentation or breach of any covenant or warranty or the occurrence of a Subsequent Event (which in the case of Atlantic relates to its inability to deliver the certificate described in Section 7.2), Atlantic shall have fifteen (15) days from Atlantic's discovery thereof within which to cure such misrepresentation or breach of covenant or warranty or effects of such Subsequent Event which cure period shall in no event extend beyond the Closing as delayed for a full cure period. In the event that such misrepresentation, breach or effects of such Subsequent Event remains uncured, and the loss attributable to it is reasonably anticipated to be less than One Million Dollars ($1,000,000.00), the parties shall close the transactions contemplated by this Agreement regardless and the Acquired Companies shall have the right to indemnification pursuant to the provisions of Article IX hereof. In the event that such reasonably anticipated Loss is equal to or greater than One Million Dollars ($1,000,000.00), the Acquired Companies may elect not to close the transactions contemplated hereby. In the event that the Acquired Companies elect to close the transactions contemplated hereby notwithstanding any such uncured misrepresentation, breach or effects of such Subsequent Event the Loss attributable to which is reasonably anticipated to be equal to or greater than One Million Dollars ($1,000,000.00), such Closing shall be deemed a waiver of the Acquired Companies' right to seek indemnification for such misrepresentation, breach or effects of such Subsequent Event in excess of One Million Dollars ($1,000,000.00), but the Acquired Companies shall have the right to seek indemnification pursuant to Article IX for up to One Million Dollars ($1,000,000.00). The foregoing shall not be construed to prohibit the Acquired Companies from not closing if the conditions to close set forth in Sections...
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Related to CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRED COMPANIES

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER The obligations of the Buyer to effectuate the Closing is subject to the fulfillment, prior to the date of Closing, of each of the following conditions (any one or more of which may be waived by the Buyer unless such condition is a requirement of law).

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchasers 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 All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions Precedent to the Obligations of the Seller The obligations of the Seller to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by the Seller):

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing:

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser in its sole discretion:

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