Common use of Conditions to Obligation of the Seller to Close Clause in Contracts

Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the warranties set forth in Section 3.2(i) - (iv) hereof shall be true, accurate, and not misleading in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Escrow Account shall have been opened in accordance with the Escrow Agreement; (v) the Purchaser shall have delivered to the Seller a certificate in the form of Exhibit G-2 to the effect that each of the conditions specified above in Section 7.2(i)-(iv) is satisfied in all respects; (vi) the Parties and the Company shall have received all authorizations, consents, and approvals of governments and governmental agencies necessary for the transactions contemplated by this Agreement, including, without limitation, such authorizations, consents, and approvals referred to in Section 3.1(ii), Section 3.2(ii) and Section 4.3 hereof (including any necessary approvals of the transactions contemplated herein by the UAC); and (vii) the Purchaser shall have received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and Telki Holding Company B.V. The Seller may waive any condition specified in this Section 7.2 if in writing and executed by a duly authorized executive officer of the Seller at or prior to the Closing.

Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to Transaction shall be performed by it in connection with the Closing is subject to satisfaction of each of the following conditionsconditions on or prior to the Closing Date unless specifically waived in writing by Seller in whole or in part at or prior to the Closing: (ia) the Buyer shall have executed and delivered all documents, instruments and certificates required to be executed and delivered pursuant to this Agreement; (b) the representations and warranties set forth of Buyer contained in Section 3.2(i) - (iv) 3.1 hereof shall be true, accurate, accurate and not misleading in all material respects at and complete as of the Closing Date; (ii) , with the Purchaser same effect as though made at such date and time, except to the extent waived by the Seller, and the Buyer shall have performed and complied with all of its material covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement and agreements to be rescinded following consummation (performed and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Escrow Account shall have been opened in accordance complied with the Escrow Agreement; (v) the Purchaser shall have delivered to the Seller a certificate in the form of Exhibit G-2 to the effect that each of the conditions specified above in Section 7.2(i)-(iv) is satisfied in all respects; (vi) the Parties and the Company shall have received all authorizations, consents, and approvals of governments and governmental agencies necessary for the transactions contemplated by this Agreement, including, without limitation, such authorizations, consents, and approvals referred to in Section 3.1(ii), Section 3.2(ii) and Section 4.3 hereof (including any necessary approvals of the transactions contemplated herein by the UAC); and (vii) the Purchaser shall have received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and Telki Holding Company B.V. The Seller may waive any condition specified in this Section 7.2 if in writing and executed by a duly authorized executive officer of the Seller Buyer at or prior to the ClosingClosing Date; (c) Buyer shall have tendered the Consideration, including delivering the shares of Stock required pursuant to Section 2.3, as evidence by a fully valid stock certificate delivered to Seller’s counsel, Cxxxxxxxxxx Xxxxxxxxx, Esq., Bxxxxxxx Ingersoll & Rooney, PC, One Oxford Centre, 300 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, XX 00000-0000; (d) no injunction shall have been obtained restraining, delaying or prohibiting, and no suit, action or other legal proceeding shall be pending before any court, arbitral panel, or governmental authority in which it is sought to restrain, delay or prohibit, the consummation of any part of the Transaction contemplated by this Agreement; and (e) the Sale Order shall have been entered and shall have become a Final Order.

Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the warranties set forth in Section 3.2(i) - (iv) 3.2 hereof shall be true, accurate, complete and not misleading accurate in all material respects at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Escrow Account shall have been opened in accordance with the Escrow Agreement; (v) the Purchaser shall have delivered to the Seller a certificate in the form of Exhibit G-2 to the effect that each of the conditions specified above in Section 7.2(i)-(iv) is satisfied in all respects; (vi) the Parties and the Company shall have received all authorizations, consents, and approvals of governments and governmental agencies necessary for the transactions contemplated by this Agreement, including, without limitation, such authorizations, consents, and approvals referred to in Section 3.1(ii), Section 3.2(ii) ), and Section 4.3 hereof (including any necessary approvals of the transactions contemplated herein by the UAC, and, if necessary, receipt by the Seller of a license from the National Bank of Ukraine to maintain the Purchase Price in the escrow account pursuant to the Escrow Agreement for six months); and (vii) the Purchaser Call Option Agreement shall have received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and Telki Holding Company B.V. been executed. The Seller may waive any condition specified in this Section 7.2 if in writing and executed by a duly authorized executive officer of the Seller at or prior to the Closing.

Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to Transaction shall be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) : the representations and warranties set forth contained in Section 3.2(i) - (iv) 3.1 hereof shall be true, accurate, true and not misleading correct in all material respects at and as of the Closing Date; (ii) , with the Purchaser same effect as though made at such date and time, except to the extent that any such representation and warranty is expressly made as of a specified date, in which case such representation and warranty shall have been accurate, true and correct as of such date; provided, however, that the failure of any such representation and warranty to be accurate, true and correct as of the Closing Date shall not constitute a basis for the Seller to refuse to consummate the Transaction unless such failure, either individually or in the aggregate, has resulted in or would reasonably be expected to result in a Buyer Material Adverse Effect; and the Buyer shall in all material respects have performed and complied with all covenants and agreements to be performed and complied with by the Buyer at or prior to the Closing Date; all actions by the Buyer required by paragraphs (a), (c), (e), (g), (h), (i), (l), (o) and (q) of its covenants hereunder in all material respects through Section 2.6 hereof shall have been taken to the Closing; (iii) reasonable satisfaction of the Seller; no actioninjunction shall have been obtained restraining, delaying or prohibiting, and no suit, action or other legal proceeding shall be pending or threatened before any court Governmental Authority in which it is sought to restrain, delay or quasi-judicial or administrative agency of any federalprohibit, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Escrow Account shall have been opened in accordance with the Escrow Agreement; (v) the Purchaser shall have delivered to the Seller a certificate in the form of Exhibit G-2 to the effect that each of the conditions specified above in Section 7.2(i)-(iv) is satisfied in all respects; (vi) the Parties ; and the Company shall have received all authorizations, consents, members and approvals of governments and governmental agencies necessary for the transactions contemplated by this Agreement, including, without limitation, such authorizations, consents, and approvals referred to in Section 3.1(ii), Section 3.2(ii) and Section 4.3 hereof (including any necessary approvals of the transactions contemplated herein by the UAC); and (vii) the Purchaser shall have received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and Telki Holding Company B.V. The Seller may waive any condition specified in this Section 7.2 if in writing and executed by a duly authorized executive officer managers of the Seller at or prior to shall have approved the ClosingTransaction.

Conditions to Obligation of the Seller to Close. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the warranties set forth in Section 3.2(i3.2 (i) - (iv) hereof shall be true, accurate, complete and not misleading accurate in all material respects and the warranties set forth in Section 3.2(ii) shall be true, complete and accurate without the qualification contained therein at and as of the Closing Date; (ii) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the Escrow Account shall have been opened in accordance with the Escrow Agreement; (v) the Purchaser shall have delivered to the Seller a certificate in the form of Exhibit G-2 to the effect that each of the conditions specified above in Section 7.2(i)-(iv) is satisfied in all respects; (vi) the Parties and the Company shall have received all authorizations, consents, and approvals of governments and governmental agencies necessary for the transactions contemplated by this Agreement, including, without limitation, such authorizations, consents, and approvals referred to in Section 3.1(ii), Section 3.2(ii) ), and Section 4.3 hereof (including any necessary approvals of the transactions contemplated herein by the UAC); (vii) the novation agreements referred to in Section 5.13 has been fully executed by all parties thereto substantially in the form attached hereto as Exhibit G; and (viiviii) the Purchaser shall have received, if necessary pursuant to Russian legislation, a license from the Central Bank of the Russian Federation in connection with its issuance of the Guarantees dated the date hereof between the Purchaser and Telki Holding Company B.V. the Seller. The Seller may waive any condition specified in this Section 7.2 if in writing and executed by a duly authorized executive officer of the Seller at or prior to the Closing.