Conditions to Obligations of Liberty. The obligation of Liberty to effect the Reorganization is also subject to the satisfaction, or waiver by Liberty, at or prior to the Closing, of the following conditions:
Conditions to Obligations of Liberty. The obligation of Liberty to effect the Reorganization is also subject to the satisfaction, or waiver by Liberty, at or prior to the Closing, of the following conditions: (a) Representations and Warranties. (i) The representations and warranties of PRISA contained in Section 7.1, 7.2 and 7.3 shall be true and correct in all material respects, in each case on and as of the date of the Original BCA, on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date), (ii) the representations and warranties of PRISA contained in Section 7.4 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, (iii) all other representations and warranties set forth in Article VII of this Agreement shall be true and correct (without regard to any materiality or Material Adverse Effect qualifier contained therein) as of the Closing Date as if made on and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct as of the specified date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not have a Material Adverse Effect on PRISA. Liberty shall have received a certificate signed on behalf of PRISA by the Chief Executive Officer and the Chief Financial Officer of PRISA to the foregoing effect. (b) Performance of Obligations of PRISA. PRISA shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Liberty shall have received a certificate signed on behalf of PRISA by the Chief Executive Officer and the Chief Financial Officer of PRISA to such effect. (c) Material Adverse Effect. No Material Adverse Effect (without regard to clause (b) of the definition thereof) on PRISA shall have occurred since the date of this Agreement. (d) Executive Employment Agreement. Employment Arrangements. PRISA shall have entered into an employment agreement with Xxxx Xxxx Xxxxxxx providing for an employment term of no fewer than three (3) years and such other terms as are mutually agreeable to PRISA and Xx. Xxxxxxx. -64-
Conditions to Obligations of Liberty. All of the obligations of Liberty under this Agreement 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 it:
Conditions to Obligations of Liberty. The obligation of Liberty to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: Each of the representations and warranties of Company set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for inaccuracies that would not individually or in the aggregate have a Material Adverse Effect on either Party. All of the obligations, covenants and agreements with which Company is required to comply or that Company is required to perform under this Agreement at or prior to the Closing shall have been complied with and performed in all material respects. The documents required to be delivered by Company pursuant to this Agreement shall have been delivered simultaneously with the Closing.
Conditions to Obligations of Liberty. The obligations of LIBERTY to effect the Merger are subject, unless waived by LIBERTY, to the satisfaction on or prior to the Effective Time of the following conditions:
