CONDITIONS TO SELLER'S CLOSING. All obligations of the Seller under this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions, it being understood that the Seller may, in its sole discretion, waive any or all of such conditions in whole or in part:
CONDITIONS TO SELLER'S CLOSING. The obligations of Seller to sell, transfer, convey and deliver the Purchased Assets and to proceed with the Closing are subject to the satisfaction (or waiver in writing by Seller) at or prior to the Closing of the following conditions:
CONDITIONS TO SELLER'S CLOSING. The continued accuracy in all material respects of the representations and warranties set forth in Section 3.03 above shall be a condition precedent to the Seller's obligation to close hereunder. If any representation or warranty set forth in Section 3.03 above shall not be correct in any material respect at or before closing, Seller may terminate this Agreement and retain the Deposit pursuant to Section 7.02 hereof.
CONDITIONS TO SELLER'S CLOSING. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction on or before the Closing of the following conditions, any one or more of which may be waived by Sellers at their option:
(a) the representations and warranties of Buyer contained in this Agreement shall be true and correct, both on the date of this Agreement and at and as of the Closing, except for representations or warranties made as of some other specified date, which as of the Closing shall remain true and correct as of such specified date;
(b) Buyer shall have discharged, performed or complied with, in all material respects, all covenants and agreements contemplated by this Agreement to be performed or complied with by Buyer at or prior to the Closing; and
(c) Buyer shall have delivered, or caused to be delivered, to Sellers each of the documents required by Section 7.2.
CONDITIONS TO SELLER'S CLOSING. All obligations of Seller hereunder are subject to fulfillment, prior to or on the Closing Date, of the following conditions:
(a) All representations, warranties, covenants and statements given by Buyer are true, complete and accurate from and after the Execution Date to and including the Closing Date and shall survive the Closing.
(b) No law, rule, regulation, order, writ or judgment of any court, arbitrator, or other agency of government shall have prevented or prohibited the consummation of the transaction contemplated hereby.
CONDITIONS TO SELLER'S CLOSING. The obligations of Seller to consummate and effect the Closing provided for herein shall be subject to the following conditions:
10.2.1 The representations and warranties of Buyer set forth in this Agreement are true when made and as of the Closing Date as if made on and as of such time, except as expressly contemplated or permitted by the Agreement and except for representations and warranties relating to a time or times other than the Closing Date which were or will be true at such time or times;
10.2.2 The Buyer tenders the Cash at Closing as provided in Section 4 hereof; and
10.2.3 Counsel for Buyer shall have delivered an opinion to the effect that (a) Buyer is duly organized and existing and in good standing in the State of Delaware, (b) that Buyer has full power and authority to buy the property and assets to be conveyed and assigned under this Agreement, (c) that all corporate proceedings required to be taken by Buyer to authorize it to enter into this Agreement and any other instrument evidencing such conveyance and assignment and to perform its obligations hereunder have been duly and properly taken, and (d) this Agreement and any related documents are binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency or similar laws affecting Creditors' rights generally or the availability of equitable remedies.
CONDITIONS TO SELLER'S CLOSING. The obligations of Seller to consummate and effect the Closing provided for herein shall be subject to the following conditions:
CONDITIONS TO SELLER'S CLOSING. Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions (it being understood that each such condition is solely for the benefit of Seller and may be waived in writing by Seller, without notice, liability or obligation to any Person):
(i) The representations and warranties of Buyer set forth in Section 4 above, and each of these representations and warranties (considered individually), were true and correct in all material respects as of the Agreement Date and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except in the case of such representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date; (ii) Buyer shall have duly performed and complied with all of its covenants and obligations hereunder and in the Ancillary Agreements in all material respects required to be performed prior to the Closing; and
CONDITIONS TO SELLER'S CLOSING. Except as may be waived by Dentsply, the obligation of Sellers to close the transaction described herein is subject to the fulfillment of the following conditions: (i) the waiting period (and any extension thereof) under Hart-Scott-Rodino xx xxxxx xxx material applicable domestic or foreign Laws that suspends the right to close the transactions contemplated hereby shall have expired without any action being filed by the government thereunder; (ii) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or provision challenging Buyer's proposed acquisition of the Business, shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Authority, seeking any of the foregoing be pending; (iii) Buyer shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement (or in any of the other documents or instruments to be delivered in connection herewith) to be performed or complied with by Buyer prior to the Closing; (iv) Dentsply shall have received a certificate signed by an executive officer of Buyer, dated as of the Closing, to the effect that all of the conditions to closing set forth in Section 3.2 have been satisfied or waived by Dentsply; and
CONDITIONS TO SELLER'S CLOSING. All obligations of Seller hereunder are subject to fulfillment or waiver by Seller, prior to or on the date of Closing, of the following conditions:
(a) All representations, warranties, covenants and statements given by Buyer are true, complete and accurate in all material respects from and after the date hereof to and including the date of Closing.
(b) Buyer shall have complied in all material respects with all of its obligations hereunder required to be performed prior to or at Closing.
(c) No law, rule, regulation, order, writ or judgment of any court, arbitrator, or other agency of government shall have prevented or prohibited the consummation of the transactions contemplated hereby.
