Conditions to Obligations of Buyers. (a) [Reserved].
(b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions:
(i) The General Seller Representations and the IP Representations shall be true and correct in all respects as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.
(ii) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.
(iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b).
(iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied.
(v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller.
(vi) [Reserved].
(vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.
Conditions to Obligations of Buyers. The obligation of each Buyer to effect the transactions contemplated hereby is also subject to the satisfaction, or waiver by each Buyer, at or prior to the Closing Date, of the following conditions:
Conditions to Obligations of Buyers. The obligations of Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Buyers. The obligations of Buyers to consummate the transactions contemplated by this Purchase Agreement at each Closing are, at the option of Buyers, subject to each of the following conditions, and Seller shall use all reasonable efforts to cause each such condition to be timely satisfied:
Conditions to Obligations of Buyers. The obligations of Buyers to consummate the Closing are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Buyers in their sole discretion); provided, that Buyers may not rely on the failure of any such condition to be satisfied if such failure was caused by the breach by a Buyer of any of its obligations set forth in this Agreement:
Conditions to Obligations of Buyers. The obligation of the Buyers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:
(a) all representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Closing, and the consummation of the sale by the Seller of the Assets hereunder shall constitute a reaffirmation by the Seller that all the representations and warranties of the Seller contained in this Agreement are true and correct as of the Closing;
(b) the Seller shall have satisfied all of its obligations under Section 2.3; and
(c) the Buyers shall have received copies of all documents which the Buyers may have reasonably requested from the Seller in connection with the transactions contemplated by this Agreement, such documents where appropriate to be certified by proper limited liability company or governmental authorities.
Conditions to Obligations of Buyers. The obligations of Buyers to effect the Closing shall be subject to the following conditions except to the extent waived in writing by Buyers:
Conditions to Obligations of Buyers. The obligations of Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer Parent’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Sellers contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.24, the representations and warranties of Sellers contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.24 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
Conditions to Obligations of Buyers. The obligations of Buyers to make the deliveries and payments under this Article VII are subject to the fulfillment prior to or at the Closing Date of each of the following conditions, any one or more of which may be waived by Enterprises:
Conditions to Obligations of Buyers. The obligations of Buyers under this Agreement are subject to the following conditions (unless waived by Buyers in writing):
