Conditions to the Obligations of Buyers. The obligation of Buyers to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Buyers at or prior to the Closing Date of the following conditions:
Conditions to the Obligations of Buyers. The obligations of the Buyers under this Agreement to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing, of each of the following conditions, unless waived in writing by Wang:
Conditions to the Obligations of Buyers. The obligations of Buyers to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Buyers:
(a) The representations and warranties of Seller contained herein shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date.
(b) Seller shall have performed and complied with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
(c) Buyers shall have received all of the agreements, documents and other items specified in Section 3.3.
(d) No Law, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated, or enforced by any Governmental Entity which prohibits or restricts the consummation of the transactions contemplated hereby. No action or proceeding by any Governmental Entity or other third party, including any shareholder of Seller, shall have been commenced (and be pending) against either Party, their Affiliates, or any of their officers or directors seeking to prevent or delay the transactions contemplated hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith.
(e) All consents and approvals of Governmental Entities necessary for consummation of the transactions contemplated hereby shall have been obtained, other than those which, if not obtained, would not have a Material Adverse Effect.
(f) During the period from the date hereof to the Closing Date, no event shall have occurred or be continuing (including any litigation or change in the financial or business condition of Seller or Buyers) which has had or could reasonably be expected to have a Material Adverse Effect.
(g) Seller shall have provided Buyers with a certificate pursuant to Treas. Reg. §§1.897-2(h) and 1.1445-2(c)(3) (in the form satisfactory to the Sellers) to the effect that Seller is not, and has not been at any time during the previous five years, a United States real property holdi...
Conditions to the Obligations of Buyers. The obligation of each 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 Buyers. Buyers’ obligations to consummate the transactions under this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by Buyer):
(a) the representations and warranties of Sellers contained in this Agreement that are not qualified by materiality, “Material Adverse Effect” or similar qualifiers, shall be true in all material respects at and as of the date hereof and at and as of the time of the Closing with the same effect as if they had been made again at and as of the Closing and the representations and warranties of Sellers contained in this Agreement that are qualified by materiality, “Material Adverse Effect” or similar qualifiers shall be true in all respects at and as of the date hereof and at and as of the time of the Closing with the same effect as if they had been made again at and as of the Closing;
(b) Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them prior to or at the Closing;
(c) Buyer shall have received, without any condition adverse to it, all Consents listed on Schedule 7.2(c), each in form and substance reasonably satisfactory to Buyer;
(d) there shall not have been between the date hereof and the Closing any event or circumstance that has had or would reasonably be expected to have a Seller Material Adverse Effect;
(e) Sellers shall have made the payments contemplated by, and otherwise complied with, Section 8.4;
(f) Sellers shall have delivered to Buyers evidence, reasonably satisfactory to Buyer, of the termination of all Affiliate transactions listed on Schedule 7.2(f);
(g) JPTC shall have, as of the Closing Date and after giving effect to the transactions contemplated hereby, sufficient net capital to meet its then-applicable minimum net capital requirement under Section 15c3-1 of the Exchange Act, but no less than $2,000,000;
(h) Sellers shall have delivered to Buyers evidence, prepared in accordance with Schedule 7.2(h), that Assets Under Administration as of the Closing Date for all Advisory Agreements that have been assigned to Buyer are no less than 90% of Assets Under Administration as of the date hereof;
(i) Buyer shall have been furnished with a certificate or certificates of Sellers dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth i...
Conditions to the Obligations of Buyers. The obligations of Buyers to consummate the Closing shall be subject, in the discretion of Buyers, to satisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived by Buyers:
Conditions to the Obligations of Buyers. All obligations of Buyers hereunder are subject, at the option of each of the Company, LLC and Xxxxxxx, to the fulfillment, prior to or at the Closing, of each of the following further conditions:
Conditions to the Obligations of Buyers. The Buyers' obligations under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived by any Buyer:
(a) The Merger shall have been consummated in accordance with the terms and conditions of the Merger Agreement and Thayxx, xxe Company and Holdings shall have executed and delivered all Related Agreements to which they are parties;
(b) The representations and warranties of the Company contained in this Agreement shall be true and correct, in all material respects, at and as of the Closing, and Thayxx, xxe Company and Holdings shall have performed and complied with all the covenants and agreements and satisfied all the conditions, in all material respects, required by this Agreement and Related Agreements, to be performed or complied with or satisfied by Thayxx, xxe Company and Holdings at or prior to the Closing;
(d) All necessary Governmental Authorizations shall have been obtained and all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated hereby or by any Related Agreement shall have been satisfied.
Conditions to the Obligations of Buyers. Each and every obligation of the Seller under this Agreement to be performed on or before the Closing shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, unless waived in writing by the Buyers.
Conditions to the Obligations of Buyers. The obligation of Buyers to effect the Closing is subject to is subject to the satisfaction (or waiver) prior to the Closing of the Seller having executed and delivered any unexecuted Ancillary Agreements to which it is a party.
