Conditions Precedent to the Seller’s Obligation to Close. The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):
Conditions Precedent to the Seller’s Obligation to Close. The Sellers’ obligation to consummate the transactions to occur at the Closing is subject to the satisfaction of the following conditions (which may be waived by the Sellers in their sole discretion, in whole or in part):
Conditions Precedent to the Seller’s Obligation to Close. The following shall be conditions precedent to the obligation of the Seller to close hereunder, any of which may be waived in whole or in part by the Seller:
9.1 Each of the representations and warranties of Buyer and Rio Vista contained in this Agreement is now and, except as to those expressly limited to the date hereof or some other specified date, at all times after the date of this Agreement to and including the time of Closing shall be, true and correct individually and collectively in all respects.
9.2 Each of the agreements, covenants and undertakings of Buyer and Rio Vista contained in this Agreement, except for those calling for performance after Closing, will have been fully performed and complied with at or before Closing.
9.3 No litigation, governmental action or other proceeding shall be threatened or commenced against Buyer with respect to either the consummation of the transactions provided for herein or any material claim on which the award of damages would be anticipated to jeopardize Buyer’s ability to continue its business as a going concern, and Buyer has no Knowledge of any basis for any such litigation, governmental action or other proceeding.
9.4 All actions, proceedings, instruments and documents required to enable Buyer to perform this Agreement or matters incident thereto (other than matters for which Company and/or Seller are responsible under the terms of this Agreement), and all other legal matters not relating to a default by Company or the Seller of their obligations hereunder, shall have been duly taken, satisfied, executed or delivered, as the case may be, to the reasonable satisfaction of Company and the Seller.
9.5 All documents required to be delivered by Buyer at or prior to Closing shall have been delivered or shall be tendered at the time and place of Closing.
Conditions Precedent to the Seller’s Obligation to Close. All obligations of the Sellers under this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Sellers, in their sole discretion:
Conditions Precedent to the Seller’s Obligation to Close. The obligation of the Sellers to consummate the transactions contemplated herein at Closing is, at the option of the Sellers, subject to the following express conditions precedent:
(a) The representations and warranties of Purchaser contained in this Agreement were true when made and shall be true in all material respects at and as of Closing, as though such representations and warranties had been made at and as of Closing; and
(b) Purchaser shall have delivered all of the items to be delivered by it to the Sellers and the Stockholders at Closing pursuant to Subsection 9 above, and shall not be in default under any other provisions of this Agreement at or prior to Closing.
Conditions Precedent to the Seller’s Obligation to Close. The Selling Stockholder’s obligation to consummate the transactions contemplated by this Agreement shall be contingent on the following conditions as of the Closing Date:
6.02.1 The Corporation shall not be in breach of any of its representations, warranties or covenants set forth in this Agreement; and
6.02.2 all documents, deliveries and other items set forth in Section 1.05 shall have been received by the Selling Stockholder (except for the Repurchase Price, which shall be wired at Closing).
Conditions Precedent to the Seller’s Obligation to Close. All obligations of the Seller to close under this Agreement are subject to the fulfillment of each of the following conditions:
(a) The Buyer shall have executed and delivered to the Seller the original Promissory Note.
(b) The Buyer shall have tendered the Purchase Price to the Seller as required by, and in accordance with, Section 4(a) of this Agreement.
(c) The Buyer shall have executed and delivered to the Seller a copy of a corporate resolution authorizing and approving the consummation of the transactions contemplated by this Agreement and the execution of all documents in connection therewith.
Conditions Precedent to the Seller’s Obligation to Close. The Seller’s obligation to sell the Repurchased Notes and to take the other actions required to be taken by the Seller is subject to the satisfaction, or waiver, of the following conditions:
Conditions Precedent to the Seller’s Obligation to Close. All obligations of Sellers to close under this Agreement are subject to the fulfillment of each of the following conditions prior to or at the Closing:
(a) The representations and warranties made by Purchaser contained herein are true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time.
(b) Purchaser, on or before the Closing, has performed and complied with all terms, covenants, and conditions required by this Agreement to be performed or complied with at or before the Closing.
(c) Purchaser delivers to Sellers a certificate, dated the Closing Date and signed by an appropriate officer of Purchaser, certifying as to the fulfillment of the conditions set forth in Subsections (a) and (b) of this Section 4.3.
(d) The FCC Approval and the Approval Order are obtained.
(e) Sellers' receipt of the Purchase Price in accordance with Section 1.6.
Conditions Precedent to the Seller’s Obligation to Close. Notwithstanding anything contained herein to the contrary, the Seller shall have no obligation to deliver the Deed and to execute and deliver the other documents required for the Closing as set forth herein, unless each of the following conditions has been satisfied (or the Seller, acting in its sole and absolute discretion, has waived such condition in writing) on or before the Closing Date:
