Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Seller Parties’ waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in ARTICLE IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
(c) Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied.
(d) Seller shall have received a certificate of the Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.
(e) Buyer shall have delivered, or caused to be delivered, to the Seller Parties stock certificates or a stock ledger in book entry form evidencing that the Buyer Shares have been transferred to the Seller Parties in the amounts set forth opposite each such Seller Party’s name on Section 2.01(a) of the Disclosure Schedules effective upon the Closing.
Conditions to Obligations of Seller Parties. The obligations of Seller Parties 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:
(a) Other than the representations and warranties of Buyer contained in Section 5.
Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions provided for hereby are subject, in the discretion of the Seller Parties, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Seller Parties:
Conditions to Obligations of Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated hereby are also subject to the fulfillment or written waiver by SL Bancorp prior to the Closing Date of each of the following conditions:
Conditions to Obligations of Seller Parties. The obligation of Seller Parties to consummate the transaction contemplated by this Agreement is subject to the following conditions, any of which may be waived by him, her or it in his, her or its sole discretion:
Conditions to Obligations of Seller Parties. The obligation of the Seller Parties to consummate the Closing are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Principal Seller (in the Principal Seller’s sole discretion):
Conditions to Obligations of Seller Parties. The obligation of the Seller Parties to consummate the Closing are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Agent (in the Agent’s sole discretion):
(a) The representations and warranties of the Buyer Parties in Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.7(a), 7.8 and 7.9 shall be true and correct in all respects as of the Execution Date and as of the Closing Date as if remade on the Closing Date (except, in each case, for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date).
(b) The representations and warranties of the Buyer Parties in Sections 7.6, and 7.7(b) shall be true and correct in all respects as of the Closing Date as if remade on the Closing Date (except, in each case, for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), with only such failures to be so true and correct as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Each Buyer Party shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such Buyer Party on or prior to the Closing Date.
(d) The Parent Share Consideration shall have been listed or authorized for listing on the New York Stock Exchange, subject to official notice of issuance.
Conditions to Obligations of Seller Parties. The obligation of the Seller Parties to proceed to Closing is subject to the satisfaction of the following additional condition:
(a) the representations, warranties and covenants of the Purchaser Parties set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing, except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does not have a Material Adverse Effect on the Purchaser Parties or a Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.
Conditions to Obligations of Seller Parties. All of the obligations of the Seller Parties to consummate the Transaction are subject to the fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, any or all of which may be waived, in whole or in part, by the Seller Parties:
Conditions to Obligations of Seller Parties. The obligations of Seller Parties to effect the Closing shall be subject to the following conditions except to the extent waived in writing by the Seller:
