Conditions to KO’s Obligations Sample Clauses

Conditions to KO’s Obligations. The obligation of KO to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by KO, in whole or in part): (a) The representations and warranties of Monster and NewCo set forth in Article VI of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date), except where the failure to be true and correct would not, individually or in the aggregate, have a Monster Material Adverse Effect; (b) All of the covenants and agreements Monster or NewCo is required to perform or comply with under this Agreement on or before the Closing Date shall have been duly performed and complied with in all material respects; (c) Prior to or at the Closing, Monster shall have delivered to KO a certificate signed by an officer of Monster, dated the Closing Date, to the effect that, to the knowledge of such officer (but without personal liability therefor), the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(d) have been satisfied; (d) Since the date of this Agreement, there shall have occurred no Monster Material Adverse Effect; and (e) All of the conditions set forth in Section 10.1 and Section 10.2 (other than Section 10.2(f)) of the Transaction Agreement shall have been satisfied or waived (other than those conditions that by their nature can only be satisfied at the Closing, subject to the satisfaction or waiver of such conditions at the Closing), and the consummation of the transactions contemplated by the Transaction Agreement shall occur concurrently with the Closing; provided, however, that KO shall not have the right to assert that the foregoing condition set forth in this Section 8.2(e) has not been satisfied if the failure to satisfy such condition results primarily from KO’s failure to perform or comply with its obligations under the Transaction Agreement.
Sample 1Sample 2
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Conditions to KO’s Obligations. 58 7.01 Conditions to the Threshold Closing. . . . . . . . . 58 7.02 Conditions to the Subsequent Closing . . . . . . . . 59 7.03
Sample 1

Related to Conditions to KO’s Obligations

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to Buyer’s Obligations The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to Purchaser’s Obligations The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

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