Conditions Precedent to the Obligations of the Parties. Each and every obligation of the parties to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent (it being the understanding of the parties that any of such conditions may be waived by the parties):
Conditions Precedent to the Obligations of the Parties. The obligation of each of the Parties to consummate the transactions described in this Agreement shall be subject to the fulfillment on or before the Closing of the following conditions precedent, each of which may be waived by a Party in its sole discretion:
Conditions Precedent to the Obligations of the Parties. 8.01. Conditions to the Obligations of Rurban and Merger Corp. The obligations of Rurban and Merger Corp. under this Agreement shall be subject to the satisfaction, or written waiver by Rurban and Merger Corp. prior to the Closing Date, of each of the following conditions precedent:
(a) The representations and warranties of NBM set forth in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect.
(b) NBM shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this Agreement; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect.
(c) NBM shall have obtained the consent or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basis.
(d) From the date of this Agreement, there shall not have occurred any material adverse effect on NBM and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on NBM and its Subsidiaries on a consolidated basis.
(e) With respect to each loan by Bank of Montpelier in excess of $250,000 which has a USDA/FSA guarantee, NBM shall have delivered or caused to be delivered to Rurban a written confirmation by the USD...
Conditions Precedent to the Obligations of the Parties. The obligations of the parties under this Agreement are subject to the fulfillment and satisfaction of each of the following conditions:
Conditions Precedent to the Obligations of the Parties. The obligations of each of the Parties to consummate the Transaction shall be subject to the satisfaction or waiver of all of the following conditions; provided, however, that the foregoing shall be applicable only to a Party to whom the failure of any of the following conditions is not attributable:
(a) The consummation of the Transaction shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law;
(b) No order, injunction, judgment or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of Transaction shall be in effect; and
(c) No proceeding initiated by any Governmental Authority shall be pending or threatened that seek to restrain, enjoin or otherwise prevent the consummation of the Transaction.
Conditions Precedent to the Obligations of the Parties. The obligations of the parties under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following express conditions precedent, except such conditions as may be waived by the party to which the obligation is owed.
Conditions Precedent to the Obligations of the Parties. The ------------------------------------------------------- respective obligations of each of the Parties under this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the conditions precedent set forth in this Section 11.1.
Conditions Precedent to the Obligations of the Parties. The obligations of each Party to consummate the transactions contemplated hereby at the Closing shall be subject to the completion, satisfaction or written waiver (where permissible), at or prior to the Closing for the Avalon transaction (unless otherwise specified) of the following conditions precedent:
Conditions Precedent to the Obligations of the Parties. 4.1 Conditions to the Obligations of Purchaser. The obligation of Purchaser to close this Agreement is, at its option, subject to the following conditions:
Conditions Precedent to the Obligations of the Parties. The obligations of each of the parties to effect the transactions contemplated hereby are subject to the satisfaction, at or prior to the Effective Time, of each of the following conditions:
(a) There being, at the Effective Time, no (i) threatened, instituted or pending action, proceeding, application, claim or counterclaim by or before any court or governmental authority or agency seeking to restrain or prohibit the consummation of the transactions contemplated hereby or by the Underwriting Agreement or (ii) statute, rule, regulation, decree, order or injunction promulgated, enacted, entered or enforced by any court or governmental agency or authority restraining or prohibiting the consummation of such transactions;
(b) The Registration Statement shall have been declared effective by the SEC and, at the Effective Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending before the SEC or any state securities or "blue sky" commissioner or authority; and
(c) All conditions precedent to the obligations of the Underwriters to consummate the purchase of the Shares from Old Long Beach pursuant to the Underwriting Agreement (except the consummation of the Reorganization) shall have been satisfied or waived and each of the parties to Underwriting Agreement shall be prepared to consummate the transactions contemplated thereby.
