Conditions To Obligations Of Seller Entities Sample Clauses

Conditions To Obligations Of Seller Entities. The obligations of the Seller Entities under this Agreement are subject to the fulfillment of all of the following conditions precedent on or before the Closing Date, each of which may be waived in writing at the sole discretion of Seller. Each of Purchaser and Parent must deliver a certificate executed by it certifying the satisfaction of all of the conditions precedent set forth in this Section 15. If any of the conditions precedent to the obligations of the Seller Entities are not satisfied or waived on the Closing Date, Seller will have the right to elect not to proceed with the Closing and the parties will have no further rights or obligations under this Agreement, the Expert Agreements or otherwise.
Sample 1
AutoNDA by SimpleDocs
Conditions To Obligations Of Seller Entities. The obligations of the Seller Entities to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Buyer shall have performed in all material respects all of its obligations under the Transaction Documents required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in the Transaction Documents and in any certificate or other writing delivered by Buyer pursuant to any Transaction Document, disregarding all qualifications and exceptions contained in such representations and warranties relating to materiality, shall be true in all material respects at and as of the Closing Date, as if made at and as of such date, and (iii) Seller shall have received certificates signed by executive officers of Buyer to the foregoing effect. (b) Any applicable waiting period under the HSR Act relating to the Contemplated Transactions shall have expired or been terminated. (c) Seller shall have received (i) an acknowledgment in form and substance reasonably satisfactory to Seller from the United States Department of the Air Force that consummation of the Contemplated Transactions does not implicate in any respect (including, without limitation, the provisions of paragraph 29 of such Agreement) the USAF Interim Agreement or (ii) any required consent under the USAF Interim Agreement and such consent shall not impose any obligations on Seller that would have a material adverse effect on Seller and its Subsidiaries taken as a whole.
Sample 1
Conditions To Obligations Of Seller Entities. The obligation of the Company and the Seller Entities to effect the Equity Purchase is further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Sample 1
Conditions To Obligations Of Seller Entities. 15.1 Continued Truth of Representations and Warranties 15.2 Absence of Litigation 15.3 No Material Adverse Change
Sample 1

Related to Conditions To Obligations Of Seller Entities

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • 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 the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • 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 PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!