Conditions to the Obligations of the Seller. The obligations of the Seller under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Seller:
Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Contemplated Transactions are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Seller, at or prior to the Closing, of each of the following conditions:
Conditions to the Obligations of the Seller. The obligations of the Seller under this Agreement are subject, at the option of the Seller, to the following conditions:
(a) The representations and warranties of the Purchaser and AAi contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date, except for changes contemplated by this Agreement.
(b) The Purchaser and AAi shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it on or prior to the Closing Date.
(c) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement.
(d) The Purchaser and AAi shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(l) is satisfied in all material respects; provided, however, that with respect to the condition set forth in Section 6.2(c), the Purchaser shall only provide such certification with respect to consents the Purchaser is required to obtain.
(e) The Purchaser and the Partnership shall have delivered the Purchase Price to the Seller.
(f) The Purchaser shall have delivered to the Seller at the Closing: a certified copy of the Purchaser's Certificate or Articles of Incorporation and By-laws, and a good standing certificate from the Secretary of State of the Purchaser's state of incorporation, as of a date not more than thirty (30) business days prior to the Closing Date.
(g) All applicable waiting periods in respect of the transactions contemplated under this Agreement under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 shall have expired at or prior to the Closing or there shall have been an early termination of such periods in accordance with the parties' (or their affiliates', as appropriate) request therefor.
(h) The Seller shall have received from Hincxxxx, Xxxxx & Snydxx, xxunsel for the Purchaser and AAi, a favorable opinion, dated as of the Closing Date and reasonably satisfactory in form and substance to Seller and Seller's counsel, to the effect as stated in 5.1, 5.2, and 5.3, as well as to the effect that the consummation by the Purchaser and AAi of the transactions contemplated by this Agreement and the documents described herein have been duly authorized by all necessary corporate action of the Purchaser and AAi.
Conditions to the Obligations of the Seller. The obligations of the Seller under this Agreement shall be subject to the following conditions: (i) the performance in all material respects by the Buyer of its covenants and obligations hereunder; and (ii) the representations and warranties of the Buyer contained herein shall be true and correct on the date hereof and on and as of the Closing Date.
Conditions to the Obligations of the Seller. The obligation of the Seller to effect the Merger is also subject to the satisfaction or waiver by the Seller, at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of the Seller. The obligation of the Seller to sell the Shares to the Purchaser at the Closing shall be subject to the satisfaction (or waiver by the Seller) of each of the following conditions at or before the Closing:
Conditions to the Obligations of the Seller. The obligations of the Seller hereunder are subject to the accuracy of Selling Agent’s representations and warranties, to the observance and performance by Selling Agent of its obligations hereunder, and to the following further conditions (any of which may be waived in writing in whole or in part by the Seller):
(a) Selling Agent shall not have taken or failed to take any action at any time at or prior to Closing, which, in the opinion of the Seller or counsel for Seller, conflicts or would conflict with, or otherwise make unavailable, the exemption from registration requirements for the offer and sale of the Offered Securities under applicable securities laws and regulations.
(b) If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, all the obligations of the Seller under this Agreement may be terminated in writing at any time at or prior to Closing, and any such termination shall be without liability to the parties, and further provided that the obligations under Section 7 and Section 9.1 shall nevertheless survive and continue thereafter.
Conditions to the Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:
(a) The FCC Consent shall have been obtained by one or more FCC Orders.
(b) All of the representations and warranties of the T-Mobile Parties contained in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on the Closing Date as if made on the Closing Date (except where such representation or warranty speaks as of a specific date), without regard to materiality qualifiers contained in such representations and warranties and without giving effect to any updated information disclosed by the T-Mobile Parties to the Seller pursuant to Section 5.3(d).
(c) The T-Mobile Parties shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by any of them prior to or at the Closing.
(d) The Seller shall have received a certificate from the T-Mobile Parties, dated as of the Closing Date, certifying that the conditions specified in Section 6.2(b) and Section 6.2(c) have been fulfilled.
(e) No award, order, writ, decree, stay, injunction or judgment by any arbitrator or Governmental Authority (including the FCC) shall be in effect that enjoins or prohibits the consummation of the transactions contemplated hereby.
(f) Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated.
(g) The First Closing shall have occurred.
(h) The Seller shall have received the deliverables set forth in Section 2.3(c).
Conditions to the Obligations of the Seller. The Seller's obligations under Article I and Article II of this Agreement shall be further subject to the satisfaction or to the waiver by the Seller of the following conditions precedent:
Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following further conditions:
(a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;
(b) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and in all material respects at and as of the time of the Closing as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date); and
