CONDITIONS TO CLOSING BY PURCHASER. The obligations of the Purchaser to complete the Closing are subject to the fulfillment on or prior to the Closing Date of the following conditions by each of the Selling Shareholder, any one or more of which may be waived by the Purchaser in writing:
CONDITIONS TO CLOSING BY PURCHASER. The obligation of Purchaser to purchase the Note and the Warrants, as the case may be, on the Closing Date is subject to the fulfillment to its satisfaction at or prior to the Closing Date of each of the following conditions:
CONDITIONS TO CLOSING BY PURCHASER. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing of each of the following conditions:
CONDITIONS TO CLOSING BY PURCHASER. The obligation of Purchaser to amend and restate the Existing Note and the Series A and Series B Warrants is subject to the fulfillment, to Purchaser's satisfaction, of each of the following conditions at or prior to the Closing: 4.01
CONDITIONS TO CLOSING BY PURCHASER. 38 6.1 Compliance..................................................................................... 38 6.2 Consents, Authorizations, Etc.................................................................. 38 6.3 No Action or Proceeding........................................................................ 38
CONDITIONS TO CLOSING BY PURCHASER. The obligations of the Purchaser under this Agreement are subject to the satisfaction of the following conditions precedent by the Sellers and the Beneficiaries (jointly and severally) on or before the Closing, which may be waived by the Purchaser in whole or in part at its sole discretion:
CONDITIONS TO CLOSING BY PURCHASER. The obligations of Purchaser under this Agreement shall be subject to and conditioned upon the accuracy of the representations and warranties of Seller contained in this Agreement and the Exhibits hereto, and to the compliance by Seller with his Agreements, covenants, warranties and stipulations, all as set forth in this Agreement, and to the following further conditions, any or all of which may be waived in writing by Purchaser.
CONDITIONS TO CLOSING BY PURCHASER. The obligations of Purchaser under this Agreement are subject to the fulfillment of the following conditions precedent prior to the date and time of Closing; provided, however, that -------- ------- Purchaser may conditionally or unconditionally waive one or more of these conditions:
(a) Each of the representations and warranties of Seller contained in this Agreement shall be true as of the date of the Closing.
(b) Seller shall have complied with, fulfilled and performed each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller under this Agreement.
(c) All of the documents and information furnished by Seller to Purchaser as provided in this Agreement shall be in the form and substance satisfactory to Purchaser.
(d) No order, decree or ruling of any governmental authority or court shall have been entered, and no governmental or other action, suit, claim, investigation or proceeding shall be pending or threatened, challenging the legality, validity or propriety of, or otherwise relating to, the transactions contemplated by this Agreement.
(e) Either (i) Purchaser shall have determined to its reasonable satisfaction that no filing is required with respect to the transactions contemplated by this Agreement under the HSR Act or (ii) filings shall have been made under the HSR Act and all applicable waiting periods under the HSR Act shall have expired or been the subject of early termination.
(f) Purchaser shall have satisfied itself in its reasonable discretion that the rights under the Issuer's "poison pill" rights agreement will not be exercisable, triggered or otherwise effective as a result of the transactions contemplated by this Agreement.
CONDITIONS TO CLOSING BY PURCHASER. Purchaser shall not be obligated to consummate the transactions contemplated hereby unless each of the following conditions is fulfilled or performed (unless expressly waived in writing by Purchaser) prior to or at the Closing:
CONDITIONS TO CLOSING BY PURCHASER. The obligations of ---------------------------------- Purchaser hereunder, are specifically contingent on the following conditions to be met on or before Closing, each of which may be waived by Purchaser in its sole discretion:
(a) Receipt of all approvals, if any, from the New York State Education Department and the Massachusetts Department of Education required by such authorities prior to closing a sale of assets of Seller.
(b) Satisfaction by counsel to Purchaser that the corporate status and proceedings of Seller are in satisfactory order, that Seller, except to the extent otherwise excepted in this Agreement, has good and marketable title to the Assets and that Seller can transfer the Assets, subject to such exceptions, free and clear of any and all liens and encumbrances.
(c) Approval of the transaction by all lenders and financing entities of Seller and its Affiliates where such approval is required under the terms of any financing document.
(d) Seller shall have completed and filed (or filed appropriate extensions of time to file accompanies with payment of taxes shown as due thereon) of all Federal and State tax returns for the year ending October 31, 2002.
(e) Seller and Purchaser shall have complied with any and all applicable provisions of federal and state securities laws, rules and regulations, including the submission of financial information in such form as required thereby.
(f) Receipt of all required approvals and consents to assignment of all Material Contracts.
