Conditions to Obligations of Xxxxxxxx Sample Clauses

Conditions to Obligations of Xxxxxxxx. The obligations of Xxxxxxxx to carry out the transactions contemplated by this Agreement are subject, at the option of the Xxxxxxxx, to the satisfaction or waiver by Xxxxxxxx, of the following conditions: (a) Resourcing shall have furnished Xxxxxxxx with copies of all necessary corporate action on its behalf approving the execution, delivery and performance of this Agreement. (b) All warranties and representations of Resourcing contained in this Agreement shall be true and correct in all material respects as of the Closing and Resourcing shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed or satisfied by it at or prior to the Closing. (c) As of the Closing Date, no suit, action, or other proceeding, shall be pending or threatened before any court or governmental agency seeking to restrain Xxxxxxxx or Consolidated or prohibit the Closing or seeking damages against Resourcing or Xxxxxxxx or Consolidated as a result of the consummation of this Agreement.
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Conditions to Obligations of Xxxxxxxx xxx. The obligation of Xxxxxxxx.xxx to effect the Merger is further subject to satisfaction or waiver of the following conditions:
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Conditions to Obligations of Xxxxxxxx. The obligation of Xxxxxxxx to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver (if such waiver is permitted by Law) by Xxxxxxxx, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Buyer made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except, in all cases, to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or material adverse effect, as of such earlier date), except in all cases where any failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Buyer Material Adverse Effect. (b) Buyer shall have performed in all material respects all obligations required to be performed by Buyer under this Agreement on or prior to the Closing Date. (c) Xxxxxxxx shall have received a certificate dated as of the Closing Date from Buyer, executed by an authorized officer of Buyer, to the effect that the conditions set forth in Section 10.02(a) and Section 10.02(b) have been satisfied. (d) Xxxxxxxx or Tribune, as applicable, shall have received all of the deliveries required to be made by Buyer as contemplated by Section 2.07(b)(i) and Section 2.07(b)(iii).
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Conditions to Obligations of Xxxxxxxx. The obligations of Xxxxxxxx to purchase the Shares and for Xxxxxxxx and Xxxxxxxx Tanks to take the other actions required to be taken by them at and subsequent to the Closing are subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which Xxxxxxxx and Xxxxxxxx Tanks may waive in whole or in part at or prior to the Closing:
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Conditions to Obligations of Xxxxxxxx. The obligation of Xxxxxxx'x to go forward on the Closing Date with the consummation of the Reorganization and the other transactions contemplated herein is subject to the satisfaction, or waiver by Xxxxxxx'x, of each of the following conditions precedent:
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Conditions to Obligations of Xxxxxxxx. 36 8.1 Accuracy of Representations and Warranties. . . . . . . . . . . . 37 8.2 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 8.3
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Conditions to Obligations of Xxxxxxxx. The obligations of Xxxxxxxx hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Xxxxxxxx, but only in a writing signed on behalf of Xxxxxxxx by its Chief Executive Officer):
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Conditions to Obligations of Xxxxxxxx. The obligation of Xxxxxxxx to perform this Agreement is subject to the satisfaction of the following conditions on or before the Closing unless waived in writing by Xxxxxxxx.
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Conditions to Obligations of Xxxxxxxx. The obligation of XXXXXXXX to effect the Exchange is subject to the satisfaction of the following conditions unless waived by XXXXXXXX:
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Related to Conditions to Obligations of Xxxxxxxx

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

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

  • 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 EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date 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 Buyer The obligation of the Buyer to -------------------------------------- consummate the transactions contemplated by this Agreement is subject to the satisfaction, or waiver by the Buyer, of the following conditions on or prior to the Closing: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as may be required by or with respect to the Company in connection with the transactions contemplated by this Agreement, including, without limitation, those referred to in CLAUSE 2.30 of the Disclosure Schedule; (b) the representations and warranties of the Stockholder set forth in Clause SECOND and Clause THIRD hereof shall be true and correct; (c) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the assets or operations of the Company, and no such judgment, order, decree, stipulation or injunction shall be in effect; (d) the Stockholder shall have delivered to the Buyer the stock certificates representing the Shares, in each case duly endorsed or with duly executed stock powers attached; (e) the Company shall have delivered a certificate, executed by the Secretary of the Company, attaching and certifying as to: (i) the charter documents (estatutos sociales) of the Company and (ii) the resolutions of the Board of Directors of the Company required to authorize this Agreement. (f) to the extent reasonably available in the applicable jurisdiction, the Company shall have delivered certificates of appropriate governmental officials in each jurisdiction in which the Company or the Stockholder is incorporated, resident or required to qualify to do business as a foreign corporation, as to the due qualification (including tax) of the Company or Stockholder, as the case may be, in each such jurisdiction; (g) the Buyer shall have received from Mexican counsel to the Stockholder an opinion as to the matters described in Exhibit 5.1. g) hereto, dated as of the Closing Date; (h) the Company shall have delivered the original corporate minute books of the Company; (i) the signatories to each of the bank accounts of the Company shall have been changed as per the Buyer's instructions; (j) the Buyer or its designee shall have entered into an Employee Agreement with Xx. Xxxxxxx Xxxxxxx Xxxxxxxx; (k) the Stockholder shall have delivered to the Buyer a certificate (in each case without regard to any qualification as to knowledge or materiality set forth in any representation or warranty) to the effect that each of the conditions specified in clauses (a), (b), (c), and (d), of this Clause 5.1 has been satisfied in all respects; and (l) the Stockholder shall have delivered to the Buyer a certificate that establishes the share distribution of the Company, and indicating that no other person other than the Stockholder owns or has any right upon the Shares.

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

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • 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 Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

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