CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE Sample Clauses

CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE. The obligation of Seller and Stockholder to consummate this Agreement and the Collateral Agreements is subject to the satisfaction of the following conditions, unless waived by Seller and Stockholder:
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CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE. The respective obligations of Seller and Stockholder hereunder are subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions, compliance with which, or the occurrence of which, may be waived, in writing, in whole or in part by Seller and Stockholder, respectively.
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CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE. The obligation of Sellers and Stockholders to consummate the transactions contemplated by this Agreement at the Closing is subject to the following conditions precedent, any or all of which may be waived by Sellers and Stockholders in their sole discretion (other than those set forth in Sections 12.7 and 12.8):
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CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE. The obligation of Sellers and Stockholder to consummate the transactions contemplated by this Agreement at the Closing is subject to the following conditions precedent, any or all of which may be waived by Sellers and Stockholder in their sole discretion (other than those set forth in Sections 12.7 and 12.8): 12.1 Opinion of CCC's, Citadel's and CLI's Counsel. Sellers and Stockholder shall have received an opinion of counsel for CCC, Citadel and CLI, dated the date of the Closing, in form and substance reasonably satisfactory to Sellers and Stockholder, to the effect that: (a) Each of CCC, Citadel and CLI is a corporation validly existing and in good standing under the laws of the State of Nevada. (b) Citadel is duly qualified to do business as a foreign corporation in, and is in good standing under the laws, of the State of Michigan. (c) Each of CCC, Citadel and CLI has the corporate power and authority to execute and deliver this Agreement and each of the other documents and instruments required to be executed or delivered by CCC, Citadel and CLI in connection with the transactions contemplated hereby (collectively with this Agreement, the "Citadel Transaction Documents") and to perform its obligations hereunder and thereunder. (d) Each of CCC, Citadel and CLI has duly authorized, by all necessary corporate action, the execution and delivery of the Citadel Transaction Documents to which it is a party and the performance of its obligations thereunder. (e) Each of the Citadel Transaction Documents has been duly executed and delivered by CCC, Citadel and CLI (to the extent a party thereto), and constitutes a valid and binding obligation of CCC, Citadel and CLI (to the extent a party thereto), enforceable against each of them in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies. (f) Neither the execution and delivery of the Citadel Transaction Documents by CCC, Citadel or CLI, nor the consummation of the transactions contemplated thereby by CCC, Citadel or CLI, (i) violates or will violate any provision of the Articles of Incorporation or Bylaws of CCC, Citadel or CLI; (ii) violates or will violate any law, rule or regulation or, to the knowledge of such counsel, any writ, judgment, injunction, decree, determination, award or other order of any Governmental Authority; or...
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Related to CONDITIONS TO SELLER’S AND STOCKHOLDER’S OBLIGATION TO CLOSE

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Buyer’s Obligation to Close Buyer’s obligation to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

  • Conditions to Purchaser’s Obligation to Close The obligations of Purchaser to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser in writing:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to Seller’s Obligation Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

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