Conditions to Seller’s and the Company’s Obligations. The obligations of the Company and each Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date (any one or more of which may be waived in writing at the option of Sellers’ Representative in its sole discretion):
Conditions to Seller’s and the Company’s Obligations. The ---------------------------------------------------- obligation of Seller and the Company under this Agreement to consummate the Closing is subject to the conditions that:
Conditions to Seller’s and the Company’s Obligations. The obligation of Seller and the Company to consummate the Stock Purchase shall be subject to the following conditions, which may be waived in writing by Seller and the Company:
Conditions to Seller’s and the Company’s Obligations. The obligations of Seller and the Company to effect the Closing shall be subject to the satisfaction (or, to the extent permissible under applicable Law, waiver by Seller) at or prior to the Closing of the following conditions: (a) The Buyer Fundamental Representations (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein), shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date. Each of the representations and warranties of Buyer set forth in Article IV, other than the Buyer Fundamental Representations (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein), shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (provided, that if any such representations and warranties are made as of a specific date, such representations and warranties (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) shall be required to be so true and correct in all respects as of such date only), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions. (b) Buyer shall have performed and complied with in all material respects with the obligations or covenants required to be performed or complied with by it at or prior to the Closing. (c) Buyer shall have provided (i) replaced the Business Letters of Credit or (ii) have otherwise provided cash collateral or back to back letters of credit equal to no more than 105% of the amount of such Business Letter of Credit. (d) Buyer shall have delivered or caused to be delivered the following: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Transition Services Agreement executed by Buyer; (iii) the Supply Agreement executed by the Company and the applicable Company Subsidiaries; (iv) the Lease Assignment, executed by the Company or the applicable Company Subsidiary; (v) a certificate (the “Buyer Closing Certificate”) , dated as of the Closing Date, executed by an officer of Buyer certifying the fulfillment of the conditions set forth in Section 6.3(a) and (b); and (vi) such duly executed Section 338(h)(10) Forms as are required to be delivered by Buyer at the Closing pursuant to the last...
