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. 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):
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 obligation of Buyers to consummate the transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction, or waiver by Buyers, of each of the following additional conditions as of immediately prior to the Closing: (a) (i) Each of the Seller Fundamental Representations shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing, in each case, as if made as of such time (except to the extent any such representation or warranty expressly relates solely to an earlier date (in which case as of such earlier date)), and (ii) the other representations and warranties of Sellers contained in Article 3 and Article 4 (in the case of Article 3 and Article 4, each interpreted without giving effect to any limitation or qualification as to materiality or Material Adverse Effect) shall be true and correct in all respects as of the date of this Agreement and as of the Closing, in each case as if made anew as of such time (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except in the case of this clause (ii) for any failure of such representations or warranties to be so true and correct as has not had, individually or in the aggregate with all such other failures, a Material Adverse Effect; (b) Each of the covenants and agreements of Sellers to be performed as of or prior to the Closing shall have been performed in all material respects; (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect that remains in effect as of the Closing Date; and (d) Sellers shall have delivered to Buyers each of the following: (i) a certificate in the form of Exhibit B attached hereto, dated as of the Closing Date, and signed by such Seller or a senior officer of each Seller on behalf of such Seller confirming the foregoing matters in Section 6.02(a), Section 6.02(b) and Section 6.02(c); (ii) duly executed instruments of transfer in form and substance reasonably satisfactory to Buyers transferring the Purchased Shares, CD Snow Hill Interests and CD Mexico Shares; (iii) a counterpart of the Assignment and Assumption Agreement and Bill of Sale for the Purchased Assets and the Assumed Liabilities being transferred at Closing, substantially in the form attached as Exhibit C-1 hereto (the “Assignment Agreement and Bill of Sale”) duly executed by Asset Sellers and, to the extent a...
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.
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. The obligation of Buyers to consummate the transactions contemplated hereby shall be
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 obligation of Buyers to consummate the Transfer of the Purchased Assets is subject to the satisfaction (or written waiver by Buyers) of each of the following further conditions:
