Conditions to Obligations of DGHG Sample Clauses

Conditions to Obligations of DGHG. The obligations of DGHG to consummate the Exchange shall be subject to the fulfillment, or written waiver by DGHG, at or prior to the Closing of each of the following conditions:
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Conditions to Obligations of DGHG. The obligations of DGHG to consummate the Exchange shall be subject to the fulfillment, or written waiver by DGHG, at or prior to the Closing of each of the following conditions: (a) BANYAN shall have delivered to DGHG each of the documents required by Section 2.2(b) of this Agreement; (b) The BANYAN Owners shall have delivered to DGHG the documents required by Section 2.2(c) of this Agreement; (c) The representations and warranties of BANYAN and the BANYAN Owners set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time; 15 (d) BANYAN shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by BANYAN on or prior to the Closing Date; (e) All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Governmental Authority or Person as provided herein shall have been obtained; (f) DGHG shall have completed a due diligence review of the business, operations, financial condition and prospects of BANYAN and shall have been satisfied with the results of its due diligence review in its sole and absolute discretion; (g) There has been no Material Adverse Effect on the business, condition or prospects of BANYAN until the Closing Date; (h) BANYAN shall have paid all of the costs and expenses of BANYAN associated with the transactions contemplated herein; (i) Holders of at least 48% of BANYAN Interests shall have become party to the Exchange; and (j) DGHG, at its option, shall have received such opinions from BANYAN’s auditors as may be reasonably required by DGHG and its counsel. ARTICLE VIII INDEMNIFICATION Section 8.1
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Related to Conditions to Obligations of DGHG

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time 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 Obligations of the Buyer The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

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