Conditions to Obligations of Sellers to Effect the Closing. The obligations of Sellers to effect the Closing shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
Conditions to Obligations of Sellers to Effect the Closing. The obligations of Sellers to consummate the Closing shall be subject to the satisfaction, (or, to the extent permitted by applicable Law, waiver by Sellers), on or prior to the Closing Date, of each of the following conditions:
(a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Closing Date as if made on such date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except for such breaches or inaccuracies of the representations and warranties of Buyer that would not, individually or in the aggregate, have a Material Adverse Effect with respect to Buyer;
(b) Buyer shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by it as of the Closing Date, including the satisfaction of the delivery requirements set forth in Section 1.6; and
(c) No Law shall be in effect which would prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement and no Governmental Entity shall have issued any order, decree or ruling (and no proceeding seeking any of the foregoing shall be pending), which restrains, enjoins or prohibits the consummation of the transactions contemplated by this Agreement or the Collateral Agreements.
Conditions to Obligations of Sellers to Effect the Closing. The obligations of Sellers to consummate the Closing shall be subject to the satisfaction, or waiver by the Seller Representative, on or prior to the Closing Date, of each of the following conditions:
(a) The representations and warranties of Purchaser contained in this Agreement and in any certificate or instrument delivered by Purchaser pursuant hereto (i) shall be true and correct in all respects as of the date hereof and (ii) shall be true and correct as of the Closing Date as if made as of such date (other than representations and warranties that expressly speak as of a specific date or time, which need only be true and correct as of such date or time), with only such exceptions in the case of clause (ii) as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect;
(b) Purchaser shall have performed in all material respects all of the covenants and obligations hereunder required to be performed by Purchaser, at or prior to the Closing Date;
(c) No event, occurrence, change, development or effect shall have occurred or come to exist since the date of this Agreement that, individually or in the aggregate, has had or resulted in (or would reasonably be expected to have or result in) a Purchaser Material Adverse Effect;
(d) All corporate or other proceedings of Purchaser in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory to Seller and its counsel, and Seller and its counsel shall have received copies of all documents and instruments incident thereto, as may be reasonably requested; and
(e) On the Closing Date, the Purchaser shall have acquired from each Seller the Subordinated Note made in favor thereof, for a purchase price of $125,000 per Subordinated Note.
Conditions to Obligations of Sellers to Effect the Closing. The obligations of Sellers to effect a Closing with respect to any Acquired Asset are subject to the satisfaction of the following conditions with respect to such Acquired Asset, unless waived in writing by Sellers:
