Conditions to Obligations of Sellers and Buyer Sample Clauses

Conditions to Obligations of Sellers and Buyer. The respective obligations of each party to effect the Contemplated Transactions shall be subject to the satisfaction (or waiver by the parties) at or prior to the Closing Date of the following conditions: (a) any waiting period applicable to the consummation of the Contemplated Transactions under the HSR Act and any applicable foreign antitrust or competition laws shall have expired or been terminated and all necessary approvals under applicable antitrust or competition Laws shall have been obtained; and (b) no statute, rule, regulation, executive order, decree, decision, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated, or enforced by any U.S. federal or state court or foreign Governmental Authority that prohibits, restrains, enjoins, or restricts the consummation of the Contemplated Transactions that has not been withdrawn or terminated.
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Conditions to Obligations of Sellers and Buyer. The respective obligations of Sellers and Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) All applicable waiting periods (and any extensions thereof) to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (b) All Consents of Governmental Authorities referred to in Sections 5.3 and 6.4 shall have been received. (c) No Action shall be pending or threatened in writing before any Governmental Authority wherein an unfavorable Order would prevent consummation of the transactions contemplated by this Agreement, or cause any of the transactions contemplated by this Agreement to be rescinded.
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Conditions to Obligations of Sellers and Buyer. The respective obligations of each party to effect the Contemplated Transactions shall be subject to the satisfaction (or waiver by the parties) at or prior to the Closing Date of the following conditions: (a) any waiting period applicable to the consummation of the Contemplated Transactions under the HSR Act and any applicable foreign antitrust or competition laws that could reasonably be expected to prevent the consummation of the Contemplated Transactions shall have expired or been terminated; provided, however, that if the consummation of the purchase of the Tokheim Assets is prohibited but the consummation of the purchase of the Gasboy Assets is not prohibited, this condition shall be deemed met with respect to the Gasboy Assets. (b) no statute, rule, regulation, executive order, decree, decision, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated, or enforced by any U.S. federal or state court or foreign Governmental Authority that prohibits, restrains, enjoins, or restricts the consummation of the Contemplated Transactions that has not been withdrawn or terminated; provided, however, that if the consummation of the purchase of the Tokheim Assets is prohibited but the consummation of the purchase of the Gasboy Assets is not prohibited, this condition shall be deemed met with respect to the Gasboy Assets.
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Conditions to Obligations of Sellers and Buyer. The respective obligations of Sellers and Buyer to effect the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver (where permitted) by Sellers and Buyer of the following conditions: (i) All governmental approvals as set forth in Annex 4.2.1 (a) shall have been obtained, or (ii) any waiting period under the Merger Control Laws set forth in Annex 4.2.1 (a) shall have expired or been terminated by the competent authorities, provided in both cases that the applicable Merger Control Laws require the Parties to suspend the completion of the transactions contemplated herein until the approval under the Merger Control Laws is obtained or the respective waiting period has expired or been terminated by the competent authority. (b) No action shall be pending or threatened in writing and no order, injunction or decree of any court, administrative body or arbitration tribunal exists which seeks to enjoin the consummation of the transactions contemplated hereunder. (c) There shall not have been a change in the assets, liabilities or financial position of the Group taken as a whole which fundamentally and sustainably adversely impairs the value of the Group as a whole, and which was not already known and was and could not reasonably be expected to have been taken into account by Sellers and Buyer at the date of this Agreement, and which is not (a) the result of a general economic decline at large or in the conditions of the medical technology industry, the securities markets or the currency exchange rates developments, (b) the result of the announcement or the consummation of the transaction contemplated by this Agreement, or (c) the result of changes in laws, regulations or governmental policies.
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Conditions to Obligations of Sellers and Buyer. The obligations of each of the Sellers and Buyer to consummate the transactions contemplated by this Agreement are subject, at the option of each party, to the satisfaction or waiver by all parties of the following conditions: (a) Prohibition of Transactions. No state or federal statute, rule, regulation or action shall exist or shall have been adopted or taken, and no judicial or administrative decision shall have been entered (whether on a preliminary or final basis), that would prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement or make illegal the payments due hereunder.
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Conditions to Obligations of Sellers and Buyer a. If the representations of Buyer in Section 7 hereof are not true and correct in all material respects at the Closing, Sellers, at their election, shall have the right to terminate this Agreement. b. If the representations of (i) S&W as to Corporate Matters in Section 4 hereof or (ii) of SWOC as to Corporate Matters in Section 5 hereof, or (iii) if the representations as to Evaluated Assets in Section 6 hereof are not true and correct in all material respects at the Closing, Buyer or Sellers', at their election, shall have the right to terminate this Agreement; provided, however, the right to terminate due to the inaccuracy of the representations contained in Section 6 shall be limited to the circumstance in which the potential damage or loss relating to such inaccuracy plus the Sales Price Adjustment for Material Title Defects provided in Section 11 is in excess of $500,000 and further provided that if neither party elects to terminate, Buyer shall receive a downward adjustment equal to the loss or damage. In the event that there is an inaccuracy in the representations contained in Section 6 and the loss or damage attributable to such inaccuracy plus the Sales Price Adjustment for Material Title Defects provided in Section 11 is less than $500,000, but more than $100,000, neither Buyer nor Sellers shall be entitled to terminate this Agreement, however, Buyer shall be entitled to a downward adjustment to the Purchase Price in an amount equal to the sum of the loss or damage attributable to the inaccuracy of the representation and the adjustment to the Sales Price for Material Title Defects. c. In the event of termination by Sellers under Section 12.a or by Buyer or Seller under Section 12.b, the Earnxxx Xxxey Deposit shall be returned by the Escrow Agent to Buyer and no party hereto shall have any further right or duty hereunder.
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Conditions to Obligations of Sellers and Buyer. 21 ---------------------------------------------- 5.1 Withdrawal by Sellers ............................................ 21 5.2
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Conditions to Obligations of Sellers and Buyer 
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Related to Conditions to Obligations of Sellers and Buyer

  • 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 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:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • 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 the Obligations of Sellers The obligation of Sellers to consummate the Acquisition shall be subject to satisfaction of each of the following conditions, which may be waived in writing by TMM: (a) For purposes of this Section 8.3(a), the accuracy of the representations and warranties of KCS and KARA Sub set forth in this Agreement shall be assessed as of the date of this Agreement and shall be assessed as of the Closing Date with the same effect as though all such representations and warranties had been made again on and as of the Closing Date (provided, however, that the representations and warranties that speak as of a specific date other than the date of this Agreement shall speak only as of such date) and such representations and warranties shall be true and correct in all material respects; (b) Each of KCS and KARA Sub shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) Each of KCS and KARA Sub shall have delivered to TMM a certificate, dated as of the Closing Date, signed on behalf of KCS or KARA Sub, as the case may be, by its Chief Executive Officer and Chief Financial Officer confirming the satisfaction of the conditions contained in Sections 8.3(a) and 8.3(b); (d) Each of the Ancillary Agreements shall have been duly executed and delivered by or on behalf of KCS, and Sellers shall have no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time; (e) TMM shall have received an opinion dated the Closing Date of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, counsel to KCS, and Xxx Xxxxxxx, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-2, respectively, with such exceptions and qualifications as are reasonably acceptable to TMM; (f) There shall not exist any event or combination of events that, individually or in the aggregate, will (or would reasonably be expected to) prevent KCS from performing any of its post-Closing obligations under this Agreement or any Ancillary Agreement at or after the Effective Time; (g) Since December 31, 2002, there has not been any KCS Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to have a KCS Material Adverse Effect of which TMM did not have knowledge prior to the date of this Agreement; (h) TMM shall have received copies of all other consents, approvals, authorizations, qualifications and orders of all Governmental Authorities and all other Persons party to contracts with KCS or any of its Subsidiaries that are required in respect of the transactions to be consummated at Closing, other than those that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a KCS Material Adverse Effect and such consents and other items shall remain in full force and effect as of the Closing Date; (i) TMM shall have received the consents of the holders of the 2003 Notes and of the 2006 Notes referred to in Section 5.5, provided that TMM shall have used its commercially reasonable efforts to obtain such consents; and. (j) TMM shall have received the release referred to in Section 7.15.

  • 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 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 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 the Buyer The obligations of the Buyer under this Agreement are subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer:

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