Conditions to Obligations of the. Stockholders and the ----------------------------------------------------- Company. The obligations of the Stockholders and the Company to consummate the ------- Stock Exchange and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by all of the Stockholders:
(a) The representations and warranties of Buyer set forth in Article III of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (1) to the extent such representations and warranties are by their express provisions made as of a specified date (which shall be true and correct in all respects as of such date) and (2) for the effect of transactions contemplated by this Agreement, except, in each case, where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere with the Stockholders obtaining the benefit of their bargain hereunder, without regard to materiality qualifications in individual representations and warranties.
(b) Buyer shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.
(c) Buyer shall have furnished the Stockholders with a certificate dated the Closing Date signed on behalf of it by its Chairman, President or any Vice President to the effect that the conditions set forth in Sections 5.2(a) and (b) have been satisfied.
(d) The Company shall have received an opinion of the Company's counsel, in form and substance reasonably satisfactory to the Company (as determined by the Stockholders) on which the U.S. Stockholders shall be permitted to rely (subject to terms and conditions thereof) dated as of the Closing Date, to the effect that the Stock Exchange will constitute a reorganization within the meaning of Section 368(a) of the Code and that Buyer (and any subsidiary of Buyer to which this Agreement is assigned pursuant to Section 7.10) and the Company shall each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such tax opinion, such counsel may require and rely upon reasonably requested representations contained in certificates of Buyer, the Company and the Stockholders.
Conditions to Obligations of the. HTP Parties, the Blocker Parties and the Company 98
Conditions to Obligations of the. Parties to Consummate the Merger. The respective obligation of each party to consummate the Merger shall be subject to the satisfaction of each of the following conditions:
Conditions to Obligations of the. Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to the fulfillment (or waiver by the Company, to the extent permissible under applicable Law) on or prior to the Closing Date of the following conditions:
Conditions to Obligations of the. Parties Under this --------------------------------------------------- Revolving Purchase Agreements. The obligation of each Party to take the actions ----------------------------- to be taken by it under this Revolving Purchase Agreement on any Revolving Purchase Date shall be subject to the fulfillment or waiver on such Revolving Purchase Date of the following specified conditions precedent set forth in Section 3.02 or Section 3.03 (except that the obligation of any Party shall not be subject to such Party's own performance or compliance):
(a) in the case of the Parent, the Distributor, the Program Servicer Agent, the Transferor and the Seller, the fulfillment to their satisfaction, or waiver by them, of the conditions precedent set forth in clauses (a), (j) and (k) of Section 3.02;
(b) in the case of each of the Program Administrator and Revolving Purchaser, the fulfillment to its satisfaction, or waiver by it, of the conditions precedent set forth in all clauses of Section 3.02 or in Section 3.03 as applicable; and
(c) in the case of the Funding and Collection Agent, the fulfillment to its satisfaction, or waiver by it, of the conditions set forth in clauses (a), (d), (e) (f), (j) and (k) of Section 3.02.
Conditions to Obligations of the. Company. The obligations of the Company to effect the ------- Closing shall be subject to the prior fulfillment of each of the following conditions:
Conditions to Obligations of the. Stockholders --------------------------------------------- The obligations of the Stockholders 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 Stockholders' Representative (subject in all cases, to Section 16 hereof), who shall have the power and authority to bind all of the Stockholders:
Conditions to Obligations of the. Company to Effect the ------------------------------------------------------ Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:
(a) The representations and warranties of Parent and Buyer in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time;
(b) The representations and warranties of Parent and Buyer in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time;
(c) Parent and Buyer shall have performed in all material respects all obligations required to be performed by them under this Agreement; and
(d) Parent and Buyer shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 6.3(a), (b) and (c) is satisfied in all respects.
Conditions to Obligations of the. SELLERS The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions, unless waived in writing by each of the Sellers:
Conditions to Obligations of the. Companies at a Closing. The Companies’ obligation to issue and sell the Notes and Warrants at a Closing to each respective Purchaser is subject to the fulfillment, on or prior to a Closing, of the following conditions by such Purchaser:
