Conditions to the Obligations of Purchasers. The obligations of Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Primary Purchaser on behalf of Purchasers, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas):
(i) all of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects;
(ii) the representations and warranties of Sellers contained in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all respects as of such specified date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect;
(iii) Sellers shall have delivered or caused to be delivered to Primary Purchaser the items set forth in Section 2.4(b);
(iv) there shall not have occurred after the date of this Agreement any event or development with relation to Sellers or the Subject Companies that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect;
(v) Purchasers shall have completed the environmental investigations described in Section 5.16; and
(vi) Sellers shall have caused the Subject Companies to obtain the Permits set forth in Section 6.2(vi) of the Sellers Disclosure Letter or any other evidence, satisfactory to Purchasers in their sole discretion, demonstrating such Permits are not required pursuant to applicable Law.
Conditions to the Obligations of Purchasers. The obligations of each Purchaser to consummate the transactions contemplated to occur at the Closing shall be subject to the satisfaction or waiver thereof prior to the Closing of each of the following conditions:
Conditions to the Obligations of Purchasers. The obligations of the respective Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to the Obligations of Purchasers. The obligations of each Purchaser to consummate the transactions under this Agreement on the Closing Date shall be subject to the satisfaction of each of the conditions set forth in this Section 6, unless waived by each Purchaser, on or prior to the Closing Date.
Conditions to the Obligations of Purchasers. The obligation of Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of the following conditions (unless waived, to the extent permitted by applicable Law, by Purchasers):
Conditions to the Obligations of Purchasers. The obligations of Purchasers to consummate the transactions described in this Agreement or any other Operative Document are subject to the fulfillment prior to or at the closing of each of the following conditions any of which may be waived by Purchasers. To the extent such conditions precedent require the delivery of any agreement, certificate, instrument, memorandum, legal or other opinion, appraisal, commitment, title insurance commitment, lien report or any other document of any kind or type, such item shall be in form and substance satisfactory to each Purchaser or other intended recipient thereof, in its reasonable discretion; notwithstanding the foregoing, the obligations of each party shall not be subject to any conditions contained in this Section 8 which are required to be performed by such party.
(a) All representations and warranties of Seller under the Operative Documents shall be true and correct in all material respects as of the time of the closing.
(b) The Seller shall have performed or satisfied all of the obligations under this Agreement and the Operative Documents as Seller is required to perform or satisfy pursuant to the provisions of this Agreement and the other Operative Documents which require performance or satisfaction on the Closing Date and each Operative Document shall have been delivered by the parties thereto.
(c) Purchasers and each other intended recipient thereof shall have received the Closing Documents required to be delivered by either member of the Seller Group pursuant to Section 10.
(d) Purchasers and each other intended recipient thereof shall have received a certificate dated the Closing Date, in form and substance reasonably satisfactory to Purchasers and each other intended recipient thereof, from an Authorized Officer of Lessee certifying that all representations and warranties of such party under this Agreement and any other Operative Document to which it is a party are true and correct as of the Closing Date, that Lessee has performed or satisfied all obligations required to be performed or satisfied by it as of the Closing Date and that no default under any Operative Document has occurred and is continuing as of the Closing Date. The Lessor shall have delivered a certificate from an Authorized Officer certifying that all representations and warranties of it under this Agreement and any other Operative Agreement to which it is a party are true and correct as of the Closing Date, that it has performed and sat...
Conditions to the Obligations of Purchasers. The obligation of each Purchaser to purchase its portion of the Shares is, at the option of such Purchaser, subject to the fulfillment of the following conditions as of the Closing Date:
Conditions to the Obligations of Purchasers. Subject in all cases to SECTION 7.9 hereof, the obligation of Purchasers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Initial Closing Date, of each of the following conditions unless waived in writing by DST:
Conditions to the Obligations of Purchasers. The obligation of each Purchaser to close the Transactions is subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) Each Seller shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date, and the representations and warranties of the Sellers contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct except to the extent that a failure to be true and correct would not, individually or in the aggregate, result in a Seller Material Adverse Effect, in each case as of the Effective Date and at and as of the Closing as if made at and as of such time, except that the accuracy of representations and warranties that by their terms speak as of the Effective Date or some other date shall be determined as of such date, and Purchasers shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of PGS as to the satisfaction of this condition.
(b) Each consent, waiver and approval set forth in Sections 2.3(b) or (c) of the Seller Disclosure Schedule and each consent, waiver and approval that would be required to be disclosed in such Sections of the Seller Disclosure Schedule dated as of the Closing Date, shall have been obtained, and Sellers shall have provided Purchasers with copies thereof.
Conditions to the Obligations of Purchasers. The obligation of each Purchaser to purchase and pay for the Notes and Warrants being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date of the following conditions:
(A) [INTENTIONALLY OMITTED.]
