Conditions to Seller’s Obligations to Close. The obligations of Seller to effect the sale of the Purchased Assets and to consummate the transactions contemplated hereby shall be subject to the fulfillment, or waiver in writing by Seller, at or prior to the Closing Date, of each of the following conditions:
Conditions to Seller’s Obligations to Close. The obligations of Seller to consummate the transactions provided for in this Agreement shall be subject to the satisfaction of all conditions under Article 3 and each of the following conditions on or before the Closing, subject to the right of Seller to waive, in writing, any one or more of such conditions:
Conditions to Seller’s Obligations to Close. The obligation of the Sellers to proceed with the Closing is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:
Conditions to Seller’s Obligations to Close. 9.01 The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or written waiver by the Sellers), at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects, and the Sellers shall have received a certificate from the Purchaser to such effect signed by a duly authorized officer thereof.
(b) No Action shall have been commenced by or before any Governmental Authority against any of the Company or Sellers, on the one hand, or the Purchaser, on the other, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Sellers, is likely to render it impossible or unlawful to consummate such transactions.
(c) The Purchaser and the Sellers shall have received, each in form and substance satisfactory to the Sellers’ Representative in its good faith determination, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents which are necessary for the consummation of the transactions contemplated by this Agreement.
(d) The Purchaser shall have executed and delivered to the Sellers the Escrow Agreement.
(e) The Purchaser shall have transferred via wire transfer to the Sellers the Adjusted Purchase Price.
Conditions to Seller’s Obligations to Close. The obligations of Sellers to sell the Purchased Assets and to otherwise consummate the Closing shall be subject to the satisfaction (or waiver by Sellers) of the following conditions: The representations and warranties of Purchaser contained herein shall be true and correct in all respects at the Closing (without giving effect to any materiality, knowledge or Material Adverse Effect qualifications or exceptions contained in such representations and warranties), in each case with the same effect as though made at and as of such time (other than representations and warranties that are made as of a specific date, which need be true and correct as of such date), except where the failure to be true and correct has not had, and is not likely to have, a Material Adverse Effect. Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by Purchaser at or prior to the Closing (except to the extent waived hereunder in writing by Sellers). Purchaser shall have delivered to Sellers a certificate, dated as of the Closing Date, executed by an officer of Purchaser to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) of this Agreement have been fulfilled.
Conditions to Seller’s Obligations to Close. The Seller’s obligation to effect the Mergers at the Closing is subject to the fulfillment on or before the Closing of the following conditions, unless waived in writing by the Seller:
Conditions to Seller’s Obligations to Close. The obligation of Seller to consummate the sale of the Property as contemplated by this Agreement is subject to the fulfillment of each of the following conditions (in addition to such other items as are set forth elsewhere in this Agreement as conditions to Seller’s obligations to close), any or all of which may be waived in whole or in part by Seller to the extent permitted by applicable law:
Conditions to Seller’s Obligations to Close. The obligations of Seller to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction or waiver (to the extent permitted by applicable Law) by Purchaser of the following conditions precedent:
(a) On or before the Closing Date, Purchaser shall have provided the closing deliverables identified as being deliverable by Purchaser as set forth in Section 3.2.
(b) Each of Purchaser’s representations and warranties hereunder shall be true and correct in all material respects at and as of the Closing Date, or, in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date.
(c) Purchaser shall have performed or complied in all material respects with the covenants and obligations required to be performed by it under this Agreement as of or prior to the Closing, excluding, for the avoidance of doubt, any covenants and obligations that are only capable of being performed and complied with after (or are otherwise not required to be performed until) the Closing.
(d) At or before the Closing Date (i) no judgment, order, decree, stipulation or injunction by any governmental entity shall be in effect which prevents consummation of the transaction contemplated by this Agreement and (ii) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the transactions contemplated by this Agreement that prohibits the consummation of the transactions contemplated by this Agreement.
Conditions to Seller’s Obligations to Close. Section 7.2.1(4) of the Agreement is hereby amended and restated in its entirety as follows:
Conditions to Seller’s Obligations to Close. At the Closing, it shall be a condition to Sellers’ obligation to consummate the Contemplated Transactions that the following shall be true:
