Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion:
(a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing.
(b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable).
(c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts.
(d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect.
(e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or ...
Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Buyers in their sole discretion:
Conditions to Obligations of the Buyers. The obligations of the Buyers to effect the Transaction are subject to the satisfaction or waiver by the Buyers at or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Buyers. The obligations of the --------------------------------------- Buyers to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions:
Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement to be consummated at a Closing shall be subject to the satisfaction or prior written waiver, at or prior to such Closing, of each of the following conditions:
(i) The representations and warranties of Westerman and the Trust contxxxxx xx this Agreement shall have been true and correct when made and shall be true and correct as of such Closing, except to the extent such representations and warranties are as of another date, in which case such representations and warranties shall be correct as of that date, and (ii) the covenants and agreements contained in this Agreement to be complied with by Westerman and the Trust on ox xxxxxx such Closing shall have been complied with in all material respects;
(b) No Order shall have been entered by or with any Governmental Authority seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement to be consummated at such Closing;
(c) With respect to the Second Closing and any Option Closing, the Board of Directors of the Company (the "Board") shall have (i) waived, in accordance with subsection 7(g) of Article III of the Company's Articles of Incorporation (the "Articles") and by the requisite majority as provided therein, the voting limitation set forth in subsection 7(b) of Article III of the Articles with respect to the Buyers and (ii) approved the sale of the Second Purchased Shares and the Option Shares by the Trust to the Buyers in accordance with the provisions of subsection 78.438(1) of Title 7 of the Nevada Revised Statutes and (iii) approved the acquisition by the Buyers, whether by merger or otherwise, of control of the Company (an "Acquisition Transaction") (clauses (i), (ii) and (iii) being collectively, the "Board Approvals"), provided, however, that the approval described in the foregoing clause (iii) is subject to any decision of the Board to withdraw such approval;
(d) With respect to the Second Closing and any Option Closing, neither the Articles nor the bylaws of the Company shall have been amended in a manner that would prevent, restrain or otherwise adversely affect the transactions contemplated by this Agreement to be consummated at such Closing; and
(e) With respect to the Second Closing and any Option Closing, the 10% Nevada Gaming Approval shall have been obtained.
Conditions to Obligations of the Buyers. The obligation of the Buyers to consummate the Closing is subject to the satisfaction of the following further conditions:
Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Buyers’ waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the Excepted Representations, the representations and warranties of the Company and the Sellers contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and 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, the accuracy of which shall be determined as of that specified date in all respects). The Excepted Representations shall be true and correct in all respects on and as of the date hereof and on and 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, the accuracy of which shall be determined as of that specified date in all respects).
(b) The Company and each Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, each Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) No Action shall have been commenced against the Buyers, any Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.
(d) All approvals, consents (including in the case of a consent from any landlord of Leased Real Property, an estoppel certificate) and waivers that are listed on Section 7.02(d) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Buyers...
Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement will be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion:
(a) Each Seller’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and of the Closing Date (except for those representations and warranties which address matters only as of an earlier date which shall have been true and correct as of such earlier date), subject to Section 3.29;
(b) As of the Closing Date, each Seller shall have performed its respective material obligations hereunder and all deliveries to be made at Closing by such Seller pursuant to Section 7.1 and Section 7.3 shall have been tendered;
(c) no Governmental Authority having issued any order or injunction, or taken any other action, restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, or having commenced any proceeding for the purpose of obtaining any such order or injunction;
(d) no provision of any applicable Law prohibiting the consummation of the transactions contemplated by this Agreement;
Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated hereby are subject to the satisfaction, on or before the Closing, of the following conditions (unless waived in writing by BioAnalysis in the manner provided in Section 6.2 hereof):
Conditions to Obligations of the Buyers. The obligation of the Buyers to consummate the transactions contemplated to occur at the First Closing is subject to the satisfaction at or prior to the First Closing of the following conditions unless waived in writing, in whole or in part, by the Buyers:
