Conditions to Obligations of the Members. The obligations of the Members to consummate the transactions contemplated hereby are subject to the fulfillment, at or before the Closing Date, of the conditions set forth in this Section 6.3, any one or more of which may be waived by the Members in writing in their discretion; provided however, such waiver will not waive or diminish the right of the Members to indemnification pursuant to Article 5, unless so stated:
Conditions to Obligations of the Members. The obligations of Members to effect the Closing shall be subject to the fulfillment of the following conditions prior to or at Closing, each of which may be waived (as conditions to its obligations) in writing by the Members:
Conditions to Obligations of the Members. The obligations of the Members to consummate the Closing are also subject to the satisfaction or waiver (by the Securityholder Representative), at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of the Members. All of the obligations of the Members and the Company to consummate the transactions contemplated by this Agreement 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 Members or the Company:
Conditions to Obligations of the Members. The obligations of the Members to sell the Company Interests and to cause the other transactions contemplated hereby to occur at the Closing shall be subject, except as the Members may waive in writing, to the satisfaction of each of the following conditions at or prior to the Closing, except that no such waiver shall be deemed to affect the survival of the representations and warranties of Parent and Buyer contained in Article III hereof:
Conditions to Obligations of the Members. The obligations of the Members to consummate the transactions contemplated hereby are subject to the fulfillment, at or
Conditions to Obligations of the Members. The obligations of the Members to perform this Agreement are subject to the satisfaction of the following conditions on or prior to the Closing Date, unless waived in writing by the Members, and SFX shall use commercially reasonable to cause such conditions to be fulfilled:
Conditions to Obligations of the Members. The obligations of the Members to consummate the Unwind shall be subject to the fulfillment by Iron, or written waiver by the Members, at or prior to the Closing, of each of the following conditions:
(i) The representations and warranties of Iron set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;
(ii) Iron shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by Iron on or prior to the Closing Date;
(iii) Iron shall have caused to be delivered to the Members the certificates evidencing Iron Sub Shares coupled with medallion signature guarantees, duly endorsed to Milwaukee Iron Professional Arena Football, LLC and including, where applicable, resolutions or other forms of authorization.
(iv) Iron shall have delivered to the Members the Release described in Section 3(a);
(v) Iron shall have caused to be delivered to the Members Indemnification Agreement described in Section 3(e).
Conditions to Obligations of the Members. The obligations of the Members to contribute the Shares shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
Conditions to Obligations of the Members. The obligations of the Members to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Members’ waiver, at or prior to the Closing, of each of the following conditions:
(a) All representations and warranties of Buyer set out in this Agreement, the Related Agreements and any certificate or other writing delivered pursuant hereto or thereto shall be true and accurate in all material respects 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 qualified by a materiality qualification which shall be true and correct in all respects 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.
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Related Agreements to be performed or complied with by it prior to or on the Closing Date.
(c) The Members shall have received a certificate, dated the Closing Date and signed by a representative of Buyer, that each of the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.
(d) The Related Agreements (other than this Agreement) to which Buyer or its Affiliates are a party shall have been executed and delivered by such parties and true and complete copies thereof shall have been delivered to the Members.
