Conditions to the Obligation of the Backstop Parties Sample Clauses

Conditions to the Obligation of the Backstop Parties. The obligations of each Backstop Party to consummate the transactions contemplated hereby shall be subject to (unless waived in accordance with Section 7.02) the satisfaction of the following conditions:
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Conditions to the Obligation of the Backstop Parties. 45 Section 7.02 Waiver of Conditions to Obligation of Backstop Parties 47 Section 7.03 Conditions to the Obligation of the Company 47 Article 8 INDEMNIFICATION AND CONTRIBUTION Section 8.01 Indemnification Obligations 49 Section 8.02 Indemnification Procedure 50 Section 8.03 Settlement of Indemnified Claims 50 Section 8.04 Contribution 51 Section 8.05 Treatment of Indemnification Payments 51 Section 8.06 No Survival 51 Article 9 TERMINATION Section 9.01 Termination Rights 51 Section 9.02 Effect of Termination. 54 Article 10 GENERAL PROVISIONS Section 10.01 Notices 54 Section 10.02 Assignment; Third Party Beneficiaries 55 Section 10.03 Prior Negotiations; Entire Agreement 55 Section 10.04 Governing Law; Venue 56 Section 10.05 Waiver of Jury Trial 56 Section 10.06 Counterparts 56 Section 10.07 Waivers and Amendments; Rights Cumulative 57 Section 10.08 Headings 57 Section 10.09 Specific Performance 57 Section 10.10 Damages 57 Section 10.11 No Reliance 58 iii Section 10.12 Publicity 58 Section 10.13 Settlement Discussions 58 Section 10.14 No Recourse 59 Section 10.15 Severability 59 SCHEDULES AND EXHIBITS Schedule 1 Backstop Commitment Percentages Exhibit A Form of Joinder Agreement
Sample 1
Conditions to the Obligation of the Backstop Parties. 45 Section 7.02 Waiver of Conditions to Obligation of Backstop Parties 47 Section 7.03 Conditions to the Obligation of the Company 47
Sample 1

Related to Conditions to the Obligation of the Backstop Parties

  • Conditions to the Obligations of the Buyer Each and every obligation of the Buyer under this Agreement shall be subject to the satisfaction by the Seller and the Company, on or before the Closing Date, of each of the following conditions unless waived in writing by the Buyer:

  • Conditions to the Obligation of the Company The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:

  • Conditions to the Obligation of the Underwriter The obligation of the Underwriter to purchase the Certificates shall be subject to the accuracy in all material respects of the representations and warranties on the part of WFASC and Wells Fargo Bank contained herein as of the date of the applicable Texxx Xgreement and as of the Closing Date, to the accuracy of the statements of WFASC and Wells Fargo Bank made in any officer's certificate pursuant to the prxxxxxons hereof, to the performance in all material respects by WFASC of its obligations hereunder and to the following additional conditions:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Conditions to the Obligations of the Underwriters The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

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