Conditions to the Obligations of Buyer. The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions:
(i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and
(b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and
(d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.
Conditions to the Obligations of Buyer. The obligation of Buyer to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of the following conditions precedent:
Conditions to the Obligations of Buyer. Except as otherwise specifically set forth herein or as contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions:
Conditions to the Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:
Conditions to the Obligations of Buyer. The obligations of Buyer required to be performed by it at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, each of which may be waived by Buyer:
Conditions to the Obligations of Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be further subject to the fulfillment at or before the Closing Date of the following conditions, any one or more of which may be waived by Buyer.
Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the Merger is also conditioned upon the satisfaction or waiver by Buyer, at or prior to the Effective Time, of each of the following conditions:
Conditions to the Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following conditions:
(a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition w...
Conditions to the Obligations of Buyer. The obligations of Buyer to proceed with the Closing contemplated hereby are subject to the satisfaction on or prior to the Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Buyer.
Conditions to the Obligations of Buyer. Each and every obligation of Buyer under this Agreement shall be subject to the satisfaction, of each of the following conditions unless waived in writing by Buyer:
