Conditions to the Obligation of Seller Sample Clauses

Conditions to the Obligation of Seller. The obligation of Seller to effect the Closing is subject to the satisfaction (or waiver by Seller) prior to the Closing of the following conditions:

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4.

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing, any of which may be waived, in whole or in part, by Seller in its sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled:

Conditions to the Obligation of Seller. The obligation of Seller to effect the Closing shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be so true and correct as of such date. (b) Buyer shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by Buyer at or before the Closing.

Conditions to the Obligation of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date, including, without limitation, compliance with the provisions of Section 2.4; (b) the representations and warranties of Buyer in this Agreement shall be true and correct in all material respects, as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement; and (c) Buyer shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied.

Conditions to the Obligation of Seller. The obligation of Seller to effect the Closing shall be subject to the waiver by Seller or satisfaction on or prior to the Closing Date of each of the following conditions: (a) Performance of Obligations of Purchaser. Purchaser shall have performed in all material respects its agreements and covenants contained in or contemplated by this Agreement which are required to be performed by Purchaser at or prior to the Closing.

Conditions to the Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction (or waiver by Seller) of each of the following conditions: (a) Acquiror and its Subsidiaries shall have in all material respects performed the obligations and complied with the covenants required by this Agreement to be performed or complied with by it or them at or prior to the Closing; (b) (i) the representations and warranties of Acquiror contained in Article III of this Agreement (other than the Acquiror Specified Representations), which for purposes of this clause (i) shall be read as though none of them contained any materiality or “Acquiror MAE” qualifications, shall be true and correct as of the Closing as though made at and as of the Closing (except that any representation and warranty in any Section that is made as of a specific date shall be true and correct as of such specified date), except where the failures of such representations and warranties to be true and correct would not in the aggregate have an Acquiror MAE, and (ii) the Acquiror Specified Representations shall be true and correct in all material respects as of the Closing with the same effect as if made at and as of the Closing; (c) Seller shall have received a certificate of Acquiror dated the Closing Date, signed by an officer of Acquiror on Acquiror’s behalf and without personal liability, confirming the matters set forth in Sections 5.03(a) and 5.03(b); and (d) Acquiror shall have delivered all of the items required to be delivered pursuant to Section 1.12(b).

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transac tions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing Date, any of which may be waived, in whole or in part, by Seller in its sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled:

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions described in this Agreement is subject to the fulfillment prior to or at the closing of each of the following conditions (any of which may be waived by Seller): (a) All representations and warranties of each Purchaser hereunder shall be true and correct in all material respects as of the time of the closing. (b) Each Purchaser shall have paid or deposited in escrow its portion of the Purchase Price with respect to the portion of the Property being acquired pursuant to Section 3 and shall have performed or satisfied all other obligations under this Agreement it is required to perform pursuant to this Agreement. (c) Seller shall have received the Closing Documents required to be delivered by each Purchaser pursuant to Section 10.

Conditions to the Obligation of Seller. The obligation of Seller to effect the Closing is subject to Xxxxxx delivering, or causing to be delivered, to Seller at the Closing $400,000 and Zanett delivering, or causing to be delivered, to Seller at the Closing $100,000.