Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions, unless the Requisite Shareholders waive any condition specified in this Paragraph 8.2 by executing a writing so stating at or prior to the Closing, provided, however, that in the event eCom breaches, violates or fails to satisfy any covenant, representation, warranty, term or condition set forth in this Agreement, and prior to Closing any such breach, violation or failure has been disclosed in writing to any Shareholder or is specifically acknowledged by any Shareholder to be known, and notwithstanding such disclosure or actual knowledge Closing occurs, then such breach, violation, or failure shall be deemed fully, completely and irrevocably waived by Shareholders in all respects and eCom shall have no liability whatsoever to Shareholders by reason thereof:
(a) the representations and warranties set forth in Paragraph 4.2 above shall be true and correct in all material respects at and as of the Closing Date;
(b) eCom shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(c) no action, suit, or proceeding shall be pending against eCom 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the transactions contemplated by this Agreement (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect) (C) adversely affect the right of any of the Shareholders to own the eCom Shares or (D) materially and adversely affect the right of eCom to own its assets and to operate its business;
(d) eCom shall have delivered to the Shareholders a certificate to the effect that each of the conditions specified above in Paragraph 8.2
(a) 8.2(c) is satisfied in all respects; and
(e) the Shareholders shall have received from counsel to eCom an opinion in form and substance as set forth in Exhibit 8.2(e) attached hereto, addressed to the Shareholders and dated as of the Closing Date; and
(f) all actions to be taken by eCom in connection with consummation of the transactions contemplated hereby and all certificates, opi...
Conditions to Obligation of the Shareholders. The obligations of the Shareholders to effect the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, unless waived by the Shareholders:
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions:
(a) the Buyer's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing;
(b) the Buyer shall have performed and complied with all of its covenants hereunder through the Closing Date;
(c) the Buyer shall have delivered to the Shareholders a certificate to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects;
(d) the Other Buyer Agreements shall have been executed and delivered by the Buyer;
(e) the Shareholders shall have received from counsel to the Buyer an opinion in form and substance as set forth in Exhibit 6.2(e), addressed to the Shareholders and dated as of the Closing; and
(f) the Buyer shall have paid and deposited the purchase price for the Shares pursuant to Section 2.2. The Shareholders' Agent may waive any condition specified in this Section 6.2 at or prior to the Closing.
Conditions to Obligation of the Shareholders. The obligations of the Shareholders to consummate the transactions to be performed by it in connection with the Closing are subject to satisfaction of the following conditions:
(a) the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date;
(b) the Purchaser shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(c) 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); and
(d) all actions to be taken by the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Shareholders. The Shareholders may waive any condition specified in this Section 9(b) at or prior to the Closing in writing executed by the Shareholders.
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to sell the Shares shall be subject to the fulfillment (or waiver by the Shareholders) at or prior to the Closing Date of each of the following conditions:
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the transactions to be performed in connection with the Closing is subject to satisfaction of the following conditions (any of which may be waived, in whole or in part, by the Shareholders):
(a) the representations and warranties of the Buyer set forth in Section 5 will be true and correct in all material respects at and as of the Closing Date;
(b) the Buyer will have performed and complied with all of its covenants hereunder in all respects through the Closing Date;
(c) there will not be any action, suit or proceeding 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 (i) prevent consummation of any of the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation;
(d) the Buyer will have delivered to the Company a certificate to the effect that each of the conditions specified above is satisfied in all respects;
(e) the Buyer will have delivered to the Shareholders an executed counterpart of each of the Ancillary Agreements to which it is a party; and
(f) the Buyer will have delivered to the Shareholders the note or notes payable pursuant to Section 2.3.
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions:
(a) the Buyer's representations and warranties shall be correct and complete at and as of the Closing Date and the Closing;
(b) the Buyer shall have performed and complied with all of its covenants hereunder through the Closing Date;
(c) no action, suit or proceeding shall be pending or threatened before any Governmental Authority or before any other Person wherein an unfavorable Order would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such Order shall be in effect;
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
(i) The representations and warranties set forth in Paragraph "NINTH" above, shall be true and correct in all material respects at and as of the Closing Date;
(ii) Each of Manchester and the Company 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 or any of the transactions contemplated by the 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 Shareholders shall have received from counsel to Manchester an opinion in form and substance as annexed hereto;
(v) All actions to be taken by Manchester in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Shareholders.
Conditions to Obligation of the Shareholders. 37 (i) 3
Conditions to Obligation of the Shareholders. The obligation of the Shareholders to consummate the Transaction is subject to the satisfaction (or waiver by 7LCPEELP in its sole discretion), of the following further conditions, which are for the Shareholders’ exclusive benefit:
(a) The representations and warranties of Investor set forth in this Agreement shall have been true and correct at and as of the date of this Agreement and shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, and Investor shall have executed and delivered or cause to be delivered a certificate to the Shareholders to that effect. The receipt of such certificate at the Closing Date shall not constitute a waiver by the Shareholders of any of the representation and warranties of Investor which are contained in this Agreement.
(b) Investor shall have performed or complied in all Material respects with all obligations and covenants required by this Agreement to be performed or complied with by Investor at or prior to the Closing Date, and Investor shall have executed and delivered or cause to be delivered a certificate to the Shareholders to that effect. The receipt of such certificate at the Closing Date shall not constitute a waiver by the Shareholders of any of the covenants of Investor which are contained in this Agreement.
(c) No Action shall be pending or threatened before any court, judge, arbitrator or arbitration panel or other Governmental Authority or other Person wherein an unfavorable Order would: (i) prevent consummation of any of the transactions contemplated by this Agreement; or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation. No such Order shall be in effect.
