Conditions to Company Obligations. The obligations of Company with respect to the Closing are subject to the satisfaction or waiver in writing, by Company, in its commercially reasonable discretion, of the following prior to the applicable period specified in this Section:
Conditions to Company Obligations. The Company's obligation to sell and issue the Class C Common Shares, Warrants and Rights pursuant to this Agreement is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by the Company as to any one or more of the Purchasers if such waiver will not adversely affect the other Purchasers:
Conditions to Company Obligations. The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
Conditions to Company Obligations. The obligations of Company to accept the contribution of the Conveyed Assets on the Closing Date shall be subject to the satisfaction of the following conditions:
(a) All representations and warranties of First Sierra contained in this Agreement shall be true and correct on the Closing Date with the same effect as though such representations and warranties had been made on such date;
(b) All information concerning the Conveyed Assets provided to Company shall be true and correct as of the Cut-Off Date in all material respects;
(c) First Sierra shall have delivered to Company a List of Leases as of the Cut-Off Date and shall have substantially performed all other obligations required to be performed by the provisions of this Agreement;
(d) First Sierra shall have recorded and filed, at its expense, any financing statement with respect to the Leases and the other Conveyed Assets to be transferred from time to time to Company from First Sierra pursuant to this Agreement meeting the requirements of applicable state law in such manner in such jurisdictions as are necessary to perfect the transfer and contribution of the Leases and the other Conveyed Assets from First Sierra to Company, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to Company; and
(e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Company, and Company shall have received from First Sierra copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as Company may reasonably have requested.
Conditions to Company Obligations. The Company’ obligations hereunder are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
(a) the accuracy in all material respects of the representations and warranties of the Purchasers contained herein;
(b) all obligations, covenants and agreements of the Purchasers required to be performed hereunder shall have been performed; and
(c) the Company shall be in receipt of an executed Amendment to the 2005 Transaction Documents, the form of which is attached hereto as Exhibit B, which shall be executed by each of the Purchasers (as defined in the 2005 Purchase Agreement).
Conditions to Company Obligations. The Company's obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by the Company in accordance with the provisions of Section 11.1 hereof:
Conditions to Company Obligations. The obligations of the Company to consummate any Share Subscription or deliver any Shares to the Investor in connection therewith are subject to the satisfaction, or waiver by the Company, on the Applicable Closing Date, of each of the following conditions:
Conditions to Company Obligations. The obligation of the Company to issue the D Preferred Shares and Warrants to each Investor is subject to the satisfaction, or waiver by the Company, at or prior to the applicable Closing, of each of the following conditions:
(a) The representations and warranties of such Investor contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects (other than those qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing, with the same force and effect as if made as of the Closing, other than such representations and warranties as are made as of another date (which shall be true and correct as of the other date), and the covenants and agreements contained in this Agreement to be complied with by the Investor as of or before the Closing Date shall have been complied with in all material respects;
(b) Any applicable waiting period under the HSR Act shall have expired or been terminated; and
(c) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental authority that would, as of the Closing Date, prevent the issuance of the Securities or the Conversion Shares or Warrant Shares or render it unlawful to consummate the transactions contemplated hereby or by the Ancillary Agreements; and no action, suit or proceeding shall be pending against the Company or any of its Subsidiaries before any court, arbitrator or governmental authority which seeks to prevent the issuance of the Securities or the Conversion Shares or Warrant Shares or the consummation of such transactions.
Conditions to Company Obligations. Except for as may be waived in writing by Company and as provided in Section 4.1(a) below, all of the obligations of Company under this Agreement are subject to the fulfillment, prior to or at the Closing of each of the following conditions:
Conditions to Company Obligations. Company's obligations under Section 5.3 are conditioned upon Aventis giving (a) Company written notice of the Claim within five (5) business days of the date that Aventis first becomes aware of the Claim, or earlier if necessary to prevent prejudice to Company, and (b) reasonable assistance in the defense of any Claim, including but not limited to provision of documents, witness testimony, and interviews. Company shall have the sole right to choose counsel to defend any Claim, and Company shall have the right to settle or otherwise resolve any such Claim without the prior written consent of Aventis so long as such settlement or resolution involves only the payment of money by Company and provides a complete release of Aventis. Aventis, at its own expense, may be represented by separate counsel in addition to counsel selected by Company pursuant to this Section. In the event that representation of Company and Aventis by the same counsel would be a conflict of interest for such counsel, Aventis may select its own independent counsel without relieving Company of its responsibilities pursuant to this Section. Notwithstanding the terms of Section 5.4(a), Company's obligations under Section 5.3 shall not be relieved if Aventis provides Company with notice of a Claim in sufficient time to permit Company to timely answer, plead, or otherwise respond to such Claim without prejudice.
