Conditions to Obligations of Parent and Seller. The obligations of Parent and Seller to consummate the transactions contemplated hereby on the Closing Date are subject, in the discretion of Parent and Seller, to the satisfaction or waiver, on or prior to the Closing Date, of each of the following conditions:
Conditions to Obligations of Parent and Seller. The obligation of Parent and Seller to consummate the Closing shall be subject to the fulfillment, or waiver by Parent in its sole discretion (and, in the case of Section 7.01(f), Parent and Seller in their respective sole discretion), at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Parent and Seller. All obligations of Parent and Seller hereunder to consummate the transactions contemplated herein at the Closing are subject to the fulfillment and satisfaction of each of the following conditions on or prior to the Closing, any or all of which may be waived in whole or in part by Parent and Seller, provided that no such waiver shall be effective unless it is set forth in a writing executed by the party waiving same:
Conditions to Obligations of Parent and Seller. 7.1 Representations, Warranties and Covenants 41 7.2 HSR Act 42 7.3 No Governmental or Other Proceeding; Illegality 42 7.4 Consents 42 7.5 Opinion of Counsel 42 7.6 Certificates 43 7.7 Corporate Documents 43 7.8 Talegen Closing 43 7.9 Restated Certificate of Incorporation 43 7.10 Solvency Matters 43 7.11 Capitalization 43 7.12 Company Certificates 43 7.13Subsidiary Releases 43
