CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to consummate the transactions herein contemplated is subject to the satisfaction at or prior to the Closing of each of the following conditions, and if the Purchaser shall not consummate such transactions by reason of the failure of any of such conditions to be met as herein provided, the Purchaser shall have no liability to the Company:
CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions:
(a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
(b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date.
(c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable.
(d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements.
(e) The Seller shall have delivered each of the items described in Section 3.2.
CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions:
(a) The representations and warranties of certain of the Seller set forth in this Agreement shall be true and correct in all material respects, with respect to representations and warranties not qualified by materiality, or in all respects, with respect to representations and warranties qualified by materiality, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.
(b) The Seller shall have performed in all material respects the covenants required to be performed by it under this Agreement at or prior to the Closing Date.
(c) The Seller shall have executed and delivered each of the Ancillary Agreements, as applicable.
(d) There shall be no effective or pending Law or Order that would prohibit the Closing, and the Seller shall have obtained all necessary approvals of any Governmental Entities in connection with the transactions contemplated hereby and by the Ancillary Agreements.
(e) The Seller shall have delivered each of the items described in Section 3.2.
(f) Seller shall not have made changes to current levels of compensation unless agreed upon by the Parties or paid any dividends prior to the Close.
(g) Seller shall have conducted its business only in the ordinary course and shall not have acquired or agreed to acquire as part of the business all or any substantial portion of the assets or business of any other business organization by merger or consolidation, stock purchase or asset purchase without Purchaser’s approval in writing.
(h) Seller shall have completed the approval of this Agreement and Ancillary Agreements as required under its articles of organization, operating agreements, and the laws of the jurisdictions where it is subject.
(i) There were no appraisal rights (dissenter’s rights) asserted by any owner of Seller in connection with this transaction.
CONDITIONS TO CLOSING BY THE PURCHASER. The Purchaser’s obligation to purchase the Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:
CONDITIONS TO CLOSING BY THE PURCHASER. The Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser:
CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to effect the transactions contemplated hereby is subject to the satisfaction or waiver by the Purchaser of the following conditions:
CONDITIONS TO CLOSING BY THE PURCHASER. The Seller shall have delivered to the Purchaser at Closing the following items:
(i) the originally-executed copy of this Agreement;
(ii) a Certificate of Good Standing from the Secretary of State of the State of Delaware, and a copy of the Certificate of Formation of the Seller, and all amendments thereto, certified by the Secretary of State of the State of Delaware;
(iii) copies of the resolutions of the Members of the Seller authorizing the entry into and performance of this Agreement, and the sale of the Seller Member Units to the Purchaser in consideration of delivery to it of the Purchaser Shares at Closing, as contemplated herein; and
CONDITIONS TO CLOSING BY THE PURCHASER. The obligations of Purchaser under this Agreement are, at the option of the Purchaser, subject to the satisfaction, at or prior to the Closing Date, of the conditions set out below in this Section 6. Purchaser may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Purchaser of any of its other rights or remedies at law or in equity, if the Shareholder shall be in default of any of their representations, warranties or covenants under this Agreement.
CONDITIONS TO CLOSING BY THE PURCHASER. The obligations of the Company to issue and of the Purchasers to accept the Senior Unsecured Notes at the Closing is subject to: (i) the satisfaction or waiver at or prior to the Closing of all conditions contained in the Merger Agreement to the consummation of the Merger and the Recapitalization; (ii) the Senior Lender and the Company having executed and delivered the Senior Loan Agreement and, subject to the terms and conditions contained therein, the Senior Lender shall have made available to the Company a revolving loan facility in the aggregate maximum principal amount of $50,000,000 (the "Revolving Loan") and a term loan in the maximum principal amount of $100,000,000 (the "Term Loan"), and (iii) no Senior Event of Default or event which with the lapse of time or notice or both would constitute a Senior Event of Default shall have occurred, and no term or condition of the Senior Loan Agreement shall have been modified, amended or waived in any material respect without the consent of the Purchaser. .
CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to purchase the Note at the Closing is subject to the fulfillment to the Purchaser’s satisfaction of each of the following conditions:
