Common use of Conditions to Obligations of the Selling Parties Clause in Contracts

Conditions to Obligations of the Selling Parties. The obligation of the Selling Parties to close the Transaction are subject to the satisfaction at or before the Closing of each of the following conditions: (a) No claim, suit, action or other proceeding shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement, the other Transaction Documents or the consummation of the Transaction and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement, the Transaction Documents or such transactions. (b) Each of the representations and warranties of the Buying Parties made in or pursuant to this Agreement shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding the Closing. (c) The Buying Parties shall have performed and complied with all covenants and conditions required of the Buying Parties under this Agreement to be performed or complied with by it at or prior to the Closing, and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding the Closing. (d) The Buyer shall have delivered all documents required to be delivered by it at the Closing pursuant to Section 7.3 hereof. (e) Subject to the terms of this Agreement, all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Sellers’ Representative, and the Sellers’ Representative shall have received all documents, certificates and other papers reasonably requested by him in connection therewith.

Conditions to Obligations of the Selling Parties. The Each and every obligation of the Selling Parties to close be performed at the Transaction are Closing Date shall be subject to the satisfaction at as of or before the Closing of each such time of the following conditions:conditions (unless waived in writing by the Selling Parties): (a) No claim, suit, action or other proceeding shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement, the other Transaction Documents or the consummation of the Transaction and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement, the Transaction Documents or such transactions. (b) Each of the The representations and warranties of the Buying Parties made Purchaser set forth in or pursuant to this Agreement shall Section 5 (i) that are qualified by materiality will be true and correct and (ii) that are not qualified by materiality will be true and correct in all material respects, in each case on and as of the Closing Date with the same force and effect as if they had been made on the Closing Date (except for any such representations and warranties that, by their terms, speak only as of a specific date or dates, in which case such representations and warranties that are qualified by materiality will be true and correct, and such representations and warranties that are not qualified by materiality will be true and correct in all material respects, on and as of such specified date or dates). (b) All the covenants contained in this Agreement to be complied with by Purchaser on or before the Closing Datewill have been complied with in all material respects. (c) No Governmental Body will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction, judgment, decree or other order (whether temporary, preliminary or permanent) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions. (d) No suit, claim, cause of action, arbitration, investigation or other proceeding contesting, challenging or seeking to alter or enjoin or adversely affect the sale and purchase of the Purchased Assets or any other transaction contemplated hereby will be pending or threatened. (e) Purchaser will have made the other deliveries required of Purchaser under the provisions of Section 3.3. (f) The shareholders of Parent shall have approved this Agreement and the Sellers’ Representative Transactions as contemplated in Section 7.6 herein. (g) Purchaser will have received from E*Law Group, counsel to Purchaser, an opinion substantially in the form of Exhibit H. (h) Xxxxx Xxxx, Xxxxxxx Xxxxxx and the employees identified in Section 9.1(h) shall have received a certificate signed on behalf of each of released the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding Seller from any further obligations under any existing employment agreements effective upon the Closing. (ci) The Buying Parties shall have performed form and complied with substance of all covenants certificates, instruments, opinions and conditions required of the Buying Parties other documents delivered or to be delivered to Purchaser under this Agreement to be performed or complied with by it at or prior to the Closing, and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed reasonably satisfactory to be a representation Purchaser and warranty of the Buying Parties as of the time immediately preceding the Closingits counsel in all respects. (d) The Buyer shall have delivered all documents required to be delivered by it at the Closing pursuant to Section 7.3 hereof. (e) Subject to the terms of this Agreement, all actions, proceedings, instruments, and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Sellers’ Representative, and the Sellers’ Representative shall have received all documents, certificates and other papers reasonably requested by him in connection therewith.

Conditions to Obligations of the Selling Parties. The obligation of the Selling Parties to close consummate the Transaction are transactions contemplated by this Agreement shall be subject to the satisfaction at or waiver, on or before the Closing of each Date, of the following conditions: (a) No claimThe consents, suitauthorizations, action registrations or approvals of or with Governmental Authorities or any other proceeding shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief Person required in connection with this Agreement, the other Transaction Documents or the consummation of the Transaction and no investigation transactions contemplated by this Agreement, each of which is set forth in Section 12.3(a) of the Seller’s Disclosure Letter, to have been filed, made, given or inquiry obtained by each Buying Party shall have been made filed, made, given or commenced obtained and copies thereof shall have been delivered to Seller, provided that the obligation of the Selling Parties to consummate the transactions contemplated by this Agreement shall not be subject to the satisfaction or waiver of the condition set forth in this Section 12.3(a) if any Governmental Body in connection with this Agreement, of the Transaction Documents or such transactionsSelling Parties fails to satisfy its obligations under Section 9.1(c). (b) Each of the representations and warranties of the any Buying Parties made Party contained in or pursuant to this Agreement that is qualified as to materiality shall be true and correct, and each of the representations and warranties of any Buying Party that is not so qualified shall be true and correct on in all material respects, in each case as of the date of this Agreement and as of the Closing Date with the same effect as if though made on and as of the Closing DateDate (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed warranties to be true and correct as so made does not have and would not be reasonably likely to have, in each case individually or in the aggregate, a representation and warranty of material adverse effect on any Buying Party or on their ability to perform their obligations under this Agreement or the Buying Parties as of the time immediately preceding the ClosingAncillary Agreements to be executed by them. (c) The Each Buying Parties Party each shall have performed or complied with, in all material respects, all agreements and complied with all covenants and conditions required of the Buying Parties under by this Agreement to be performed or complied with by it at on or prior to the Closing, and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding the Closing. (d) The Buyer Each Buying Party shall have delivered all documents required or caused to be delivered by it at to Seller the Closing pursuant to items set forth in Section 7.3 hereof3.2(b). (e) Subject to the terms of this Agreement, all actions, proceedings, instruments, Each Buyer Parent and documents reasonably required to carry out this Agreement or incidental hereto, and all other related legal matters, Buyer shall have been reasonably approved as to entered into an amended and restated limited liability company operating agreement in respect of such Buyer substantially in the form and substance by the Sellers’ Representative, and the Sellers’ Representative shall have received all documents, certificates and other papers reasonably requested by him in connection therewith.of Exhibit M.

Conditions to Obligations of the Selling Parties. The obligation obligations of the Selling Parties to close consummate the Transaction Reorganization are subject to the satisfaction at or before the Closing waiver of each of the following conditionsconditions precedent: (a) No claim, suit, action or other proceeding The representations and warranties of Vistana set forth in Article III which are qualified by materiality thresholds shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief true and correct in connection with all respects on the date of this Agreement, the other Transaction Documents or the consummation of the Transaction and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement, the Transaction Documents or such transactions. (b) Each of the representations and warranties of the Buying Parties made Vistana set forth in or pursuant to this Agreement Article II which are not qualified by materiality thresholds shall be true and correct in all material respects on the date of this Agreement, and, in each case, shall also be true and correct in all respects or in all material respects, as of the Closing Date as if made appropriate, on and as of the Closing Date, with the same force and the Sellers’ Representative shall have received a certificate signed effect as though made by Vistana on behalf of each of the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding Closing Date (for purposes of this Section 5.2(a) only, a representation shall be false or inaccurate if the Closing.factual matter that is the subject of the representation is false or inaccurate notwithstanding any lack of knowledge of or notice to the warrantor); (cb) The Buying Parties Vistana shall have performed and complied with all covenants of its covenants, obligations and conditions required of the Buying Parties under agreements contained in this Agreement to be performed or complied with by it at on or prior to the Closing, and the Sellers’ Representative shall have received a certificate signed on behalf of each of the Buying Parties to such effect and such certificate shall be deemed to be a representation and warranty of the Buying Parties as of the time immediately preceding the Closing.Closing Date; (dc) The Buyer shall have delivered all All documents and instruments required to be delivered by it at the Closing or on behalf of Vistana or any Vistana Entity pursuant to Section 7.3 hereof.6.1 shall have been so delivered; (d) There shall not have occurred any Vistana Material Adverse Effect or any circumstances which could be reasonably likely to result in a Vistana Material Adverse Effect (excluding any such effect resulting from changes generally applicable to the timeshare industry as a whole); (e) Subject No action or proceeding by any governmental authority or other person shall have been instituted or threatened in writing which in the Selling Parties' reasonable opinion could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provisions of this Agreement or the consummation of the transactions contemplated hereby; (f) If the Closing occurs on or prior to October 15, 1997, the Fair Market Value of Vistana Common Stock determined as of the close of trading on the last trading day prior to the terms Closing Date shall not be less than $10 (it being understood that for purposes of this Agreement, all actions, proceedings, instruments, and documents reasonably required the term "Fair Market Value" shall mean the average of the closing prices of Vistana Common Stock on the NASDAQ National Market System on each day for a period of 20 consecutive trading days prior to carry out this Agreement or incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Sellers’ Representative, and date specified in the Sellers’ Representative shall have received all documents, certificates and other papers reasonably requested by him in connection therewith.applicable provision hereof);