Conditions to the Obligation of the Sellers. The obligation of the Sellers to proceed with the Closing contemplated hereby is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, by HFS:
(a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct (without giving effect to any materiality standard or Buyer Material Adverse Effect qualification) as of the Execution Date 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 specific date or time, as if made on such specific date or time), except to the extent that the failure of such representations or warranties (other than those set forth in Sections 5.1, 5.2, 5.3(a)(i) and 5.6) to be true and correct would not, individually or in the aggregate, result in a Buyer Material Adverse Effect. 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 by the time of the Closing. Buyer shall have delivered to HFS a certificate, dated as of the Closing Date and signed by an authorized officer of Buyer, confirming the foregoing matters set forth in this Section 7.2(a) (the “Buyer Closing Certificate”).
(b) Buyer shall have delivered to HFS all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 3.3, and each such document, certificate or other instrument to which a Person other than Buyer is a party shall have also delivered a duly executed counterpart of such document, certificate or other instrument.
(c) The consents of any Person set forth on Schedule 7.2(c) shall have been obtained, and fully executed copies of such consents shall have been delivered to HFS.
(d) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition initiated by a Third Party or Governmental Authority preventing the consummation of the transactions contemplated hereby shall be in effect.
(e) No Material Adverse Effect shall have occurred.
(f) Any applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contem...
Conditions to the Obligation of the Sellers. The obligation of the Sellers to consummate the Transactions is also subject to the fulfillment, or written waiver by Group, before the Effective Time of each of the following conditions.
Conditions to the Obligation of the Sellers. The obligation of the Sellers to effect the Closing shall be subject to the satisfaction or waiver by each of the Sellers on or prior to the Closing Date of each of the following conditions:
Conditions to the Obligation of the Sellers. The obligation of the Sellers to effect the transactions contemplated hereby is further subject to the satisfaction or, to the extent permitted by applicable Law, waiver at or prior to the Closing of the following conditions:
(a) the representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (without regard to materiality qualifiers contained therein), except (i) to the extent such representations and warranties expressly speak as of an earlier date, in which case as of such earlier date and (ii) for those failures to be true and correct that would not, individually or in the aggregate, have, or be reasonably likely to (x) have a material adverse effect on the ability of the Purchaser to (1) perform their obligations under this Agreement or (2) consummate the transactions contemplated hereby or (y) result in the Sellers incurring a material liability;
(b) the Purchaser, JCF and DSC shall have performed in all material respects each of its respective agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at or prior to the Closing pursuant to the terms hereof; and
(c) each of the Sellers shall have received a certificate signed by an executive officer of the Purchaser, dated the Closing Date, to the effect that, to such executive officer's knowledge, the conditions set forth in Sections 6.2(a) and 6.2(b) hereof have been satisfied.
Conditions to the Obligation of the Sellers. The obligation of each Seller to consummate the Closing is subject to the satisfaction or written waiver by the Shah Seller of the following further conditions:
a) The representations and warranties of the Acquirer in this Agreement shall be true and correct in all material respects on the Closing.
b) The Acquirer shall have performed in all material respects all its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, including that the Acquirer shall make the payments pursuant to Section 1.03 at the Closing.
Conditions to the Obligation of the Sellers. The obligation of the Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by CICC (on behalf of the Sellers) 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 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 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 CICC 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 Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of each of the following conditions:
(a) The representations and warranties made by the Buyer in this Agreement will be true and correct in all material respects (provided that any representation or warranty of the Buyer contained herein that is subject to a materiality, material adverse effect or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Buyer) as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be, subject to the qualifications set forth above, true and correct as of such earlier date).
(b) The Buyer will have performed and complied in all material respects with all agreements and obligations required by this Agreement to be so performed or complied with by it at or prior to the Closing.
Conditions to the Obligation of the Sellers. Notwithstanding anything in this Agreement to the contrary, the obligations of the Sellers to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing of each of the following conditions:
Conditions to the Obligation of the Sellers. The obligation of the Sellers to effect the Closing is subject to the satisfaction or waiver of the following additional conditions on or prior to the Closing Date:
(a) All representations and warranties of the Purchaser will each be accurate in all material respects (without giving effect to any materiality qualifications contained therein) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that such representations and warranties are by their express provisions made as of the date of this Agreement or another specified date; and
(b) All agreements, covenants and obligations required by the terms of this Agreement to be performed and complied with by the Purchaser on or before the Closing Date shall have been so performed or complied with in all material respects.
Conditions to the Obligation of the Sellers. The obligation of the Sellers to consummate the Share Sale is also subject to the fulfillment, or written waiver by Parent, before the Closing of each of the following conditions.
