Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):
Conditions to the Obligation of the Seller. The obligation of the Seller to proceed with the Closing contemplated hereby is subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by the Seller:
(a) The representations and warranties of the Buyer set forth in this Agreement shall be true and correct (without giving effect to any materiality standard or Material Adverse Effect qualification) as of the date of this Agreement and on the Closing Date as if made on such 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 (without giving effect to any materiality standard or Material Adverse Effect qualification) as of such specified date, except, in each case, to the extent that failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Material Adverse Effect. The Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the time of the Closing. The Buyer shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an authorized officer of the Buyer, confirming the foregoing matters set forth in this Section 5.2(a) (the “Buyer Closing Certificate”).
(b) All necessary filings with and material consents, approvals, clearances, licenses, permits, orders and authorizations of any Governmental Authority required for the consummation of the transactions contemplated in this Agreement (including any required by the HSR Act, but excluding, for purposes of this Section 5.2(b), any consents, approvals, clearances, licenses, permits, orders and authorizations of the FERC not specifically set forth in Section 5.1(g)) shall have been made and obtained without conditions materially adverse to the Seller or any Affiliate of the Seller, and all waiting periods with respect to filings made with Governmental Authorities in contemplation of the consummation of the transactions described herein shall have expired or been terminated.
(c) All material consents of any Person not a party hereto required for the consummation of the transactions contemplated in this Agreement shall have been made and obtained.
(d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction...
Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the Closing shall be subject to the fulfillment, on or before the Closing Date, of the following additional conditions:
(a) the Purchaser Parent and the Purchaser shall have duly performed and complied in all material respects with all obligations and agreements required to be performed and complied with by it under this Agreement on or before the Closing Date;
(b) the representations and warranties of the Purchaser Parent and the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if made at and as of such date, except that any representations and warranties that are qualified by standards of materiality shall be true and correct in all respects on and as of the Closing Date as if made at and as of such date; and
(c) the Seller shall have received a certificate signed by a senior executive officer of the Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.01(b), Section 7.02(a) and Section 7.02(b) have been satisfied.
Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):
(a) The representations and warranties of the Purchaser in Article 4 must be true and correct in all material respects as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been true and correct in all material respects as of such date);
(b) All of the covenants and obligations that the Purchaser is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; and
(c) The Purchaser must have delivered or caused to be delivered to the Seller each document that Section 2.6(b) requires it to deliver.
Conditions to the Obligation of the Seller. The obligation of the Seller to formalize and complete the Transactions is subject to the warranties and representations of the Buyer contained in this Agreement being true and correct in all the material aspects as of the date of execution of this Agreement and as of the Closing Date, as if they were made on that moment.
Conditions to the Obligation of the Seller. The Seller's obligation to sell, convey, transfer and assign the Initial Shares or the Additional Shares, as the case may be, shall be subject to the satisfaction, at or before the Share Purchase Closing, or the applicable Additional Share Closing, as the case may be, of the following conditions (any of which may be waived, in whole or in part, by the Seller):
Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Seller on or prior to the Closing Date of each of the following conditions:
(a) Each of the representations and warranties of the Purchaser contained in Article IV shall be true and correct in all respects, if qualified by materiality, and shall be true and correct in all material respects, if not qualified by materiality, at and as of the Closing Date with the same effect as though made at and as of such time. The Purchaser shall have duly performed and complied in all material respects with all covenants contained herein required to be performed or complied with by it at or before the Closing Date.
(b) All of the Conditions to Obligations of the Parties and Conditions to Obligations of the Shareholder and Columbian Chemicals set forth in Sections 9.2 and 9.3, respectively, of the Master Agreement shall have been satisfied or waived.
(c) The Purchaser shall have delivered to the Seller a certificate, dated the Closing Date and signed by its President or a Senior Vice President, as to the fulfillment of the conditions set forth in Section 5.2(a) and 5.2(b), it being understood that such certificate shall be deemed to have been delivered only in such officer’s capacity as an officer of the Purchaser (and not in his or her individual capacity) and shall not entitle any party to assert a claim against such officer in his or her individual capacity.
Conditions to the Obligation of the Seller. The obligations of the Seller hereunder at the Closing shall be subject to and conditioned on the following:
(a) The representations and warranties of the Buyer and IDT, respectively, contained herein shall be true and accurate in all material respects.
(b) Each of the Buyer and IDT, respectively, shall have performed and complied, in all material respects, with each and every covenant, agreement and condition required by this Agreement to performed or complied with by it prior to or on the Closing Date (including the execution and delivery of the items set forth in Section 2.7(b) and (c) hereof).
(c) No order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby, and no suit, action, investigation, inquiry or proceeding by any Governmental Authority, or legal or administrative proceeding by any person or entity, shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.
(d) The Court shall have issued a final and nonappealable order approving the transaction contemplated hereunder .
Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):
(a) Accuracy of Representations and Warranties. The representations and warranties of the Purchaser in this Agreement must have been true and correct in all respects as of the date of this Agreement and must be true and correct in all material respects as of the Closing Date (with materiality being measured individually and on an aggregate basis with respect to all breaches of representations and warranties), except for the Purchaser’s representations and warranties that are qualified as to materiality, each of which must have been true and correct in all respects as of the date of this Agreement and must be true and correct in all respects as of the Closing Date, and except to the extent any representation or warranty of the Purchaser speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been true and correct in all respects as of such date;
