Conditions to Obligations of Fund Sample Clauses

Conditions to Obligations of Fund. The obligations of Fund, ----------------------------------- Xxxxxx, SFG, Inc., SFG-I, LLC and SFG-II, LLC on the Effective Date shall be subject to the (i) delivery to Fund of the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form of Exhibit 14.3(c), (ii) the representations and warranties made by the SFEC Entities being true and correct as of the Effective Date, as if made on and as of the Effective Date (except to the extent specifically made as of an earlier date), each of the covenants of the SFEC Entities to be complied with prior to the Effective Date having been complied with, and the SFEC Entities having delivered a certificate signed by an officer of each of them confirming the foregoing and (iii) the delivery to Fund, within five days after the date of this Agreement, of the tax opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP.
Sample 1
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Conditions to Obligations of Fund. The obligations of Fund, Xxxx (solely in his capacity as general partner of Fund), Flags' Directors, L.C.C., and FD-II on the Effective Date shall be subject to the (i) delivery to Fund of the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx substantially in the form of Exhibit 13.3(c)(i), (ii) delivery to Fund of the opinion of Fulbright & Xxxxxxxx, or another Texas law firm satisfactory to Fund in its reasonable judgment, substantially in the form of Exhibit 13.3(c)(i), relative to the legal, valid and binding nature of the Flags II Limited Partnership Agreement and its enforceability against each of the parties thereto in accordance with its terms, (iii) the representations and warranties made by each of the SFEC Entities being true and correct as of the Effective Date, as if made on and as of the Effective Date (except to the extent specifically made as of an earlier date), each of the covenants of each of the SFEC Entities to be complied with prior to the Effective Date having been complied with, and each of the SFEC Entities having delivered a certificate signed by an officer of each of them confirming the foregoing and (iv) the delivery to Fund, within 5 days following the date hereof, of the tax opinion of Xxxxx, Day, Xxxxxx & Xxxxx.
Sample 1

Related to Conditions to Obligations of Fund

  • 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 the Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • 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 Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of the Seller The obligations of the Seller 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 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:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

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