Conditions to Obligations of Transferor Sample Clauses

Conditions to Obligations of Transferor. The obligation of Transferor to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Transferor), on or prior to the Closing Date, of the following additional conditions, which the Company agrees to use reasonable good faith efforts to cause to be fulfilled.
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Conditions to Obligations of Transferor. The obligations of the Transferor under this Agreement to enter into and complete the Closing are subject to the following condition precedent:
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Conditions to Obligations of Transferor. The obligation of Transferor to effect the Transfer is further subject to the satisfaction or (to the extent permitted by Law) waiver by Transferor on or prior to the Closing Date of the following conditions:
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Conditions to Obligations of Transferor. ‌ The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferor’s waiver, at or prior to the Closing, of each of the following conditions: 7.3.1. The representations and warranties of Transferee contained in Article 5 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the Closing Date with the same effect as though made at and as of such date. 7.3.2. Transferee 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. 7.3.3. Transferee shall have delivered to Transferor duly executed counterparts to the Transaction Documents and such other documents and deliveries set forth in Section 3.2.3.
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Conditions to Obligations of Transferor. The obligation of Transferor to complete the transfer of the Assets and the EMS Operations on the Closing Date is, at its option, subject to the satisfaction of each of the following conditions:
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Conditions to Obligations of Transferor. The obligations of --------------------------------------- each party in its capacity as Transferor to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver by such party in writing to the extent permitted by applicable Legal Requirements at or prior to the Closing Date, of each of the following conditions: 9.3.1. All representations and warranties of the other party contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for changes permitted or contemplated by this Agreement. 9.3.2. The other party in all material respects has performed and complied with each obligation, agreement, covenant and condition required by this Agreement to be performed or complied with by it at or prior to the Closing. 9.3.3. The other party has executed and delivered to such party in its capacity as Transferor an assumption agreement in the form set forth in Exhibit G. --------- 9.3.4. The other party has delivered to such party the following: (i) a certificate dated the Closing Date, signed by an executive officer of each of the entities comprising the other party without personal liability, stating that to his or her knowledge, the conditions set forth in Sections 9.3.1 and 9.3.2, are satisfied and (ii) such other documents as such party may reasonably request in connection with the transactions contemplated by this Agreement.
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Conditions to Obligations of Transferor. The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Transferor’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Acquiror contained in Section 5.01, Section 5.02 and Section 5.04, the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Acquiror Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Acquiror Material Adverse Effect) on and as of the Effective Date 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 representations and warranties of Acquiror contained in Section 5.01, Section 5.02 and Section 5.04 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. (b) Acquiror 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, Acquiror shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 5.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Transferor at or prior to the Closing. (e) Acquiror shall have delivered to Transferor the Acquisition Consideration and duly executed counterparts to the Transaction Documents (other than this Agreement) to which Acquiror is a party and such other documents and deliveries set forth in Section 3.02(b). (f) Transferor shall have received a certificate, dated the Closin...
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Conditions to Obligations of Transferor. The obligations of Transferor hereunder to transfer the Interests are subjected to the fulfillment, at or before the Execution Date, of each of the following conditions (all or any of which may be waived in whole or in part by Transferor in its sole discretion).
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Related to Conditions to Obligations of Transferor

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Conditions to Obligations of Purchaser The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer 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 Buyer:

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to effect the Merger are subject to the satisfaction of, or waiver by the Company, on or prior to the Closing Date of the following additional conditions:

  • Conditions to Obligations of the Company The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the Purchase shall be subject to the fulfillment on or prior to the Closing of each of the following conditions: (a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions to be consummated at Closing; (b) The waiting period required by the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. (c) Each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date) and the Company shall have delivered to the Purchasers a certificate, dated the Closing Date and signed by the Company to the effect set forth in this Section 5.1(c); (d) The holders of Common Stock of the Company present in person or by proxy at a duly called meeting of the Company’s stockholders shall have authorized and approved the issuance and sale of the Securities to the Purchasers by the affirmative vote of a majority of the votes cast at such meeting, provided that the total votes cast on the proposal represent at least 50% of the Common Stock entitled to vote thereon (the “Company Stockholder Approval”). (e) The Company in all material respects shall have performed, satisfied and complied with each of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at Closing; (f) The Purchasers and the Company shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A; (g) The Purchasers, the PCP Entities and Penske shall have executed a stockholders agreement substantially in the form agreed prior to the date hereof (the “Stockholders Agreement”); (h) The Purchasers, the Company and the other parties thereto shall have executed a termination of the Second Amended and Restated Stockholders Agreement substantially in the form agreed prior to the date hereof; and (i) The Purchasers shall have received an opinion, addressed to them, and dated the Closing Date, from counsel to the Company in form and substance reasonably satisfactory to the Purchasers with respect to completion of corporate action and enforceability.

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