Conditions to the Obligations of the Shareholder. The obligations of the Shareholder to complete the transactions contemplated hereunder are subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions each of which is acknowledged to be for the exclusive benefit of the Shareholder):
(a) the representations and warranties of HF Enterprises contained herein shall be true and correct as at the Closing Date;
(b) HF Enterprises shall have performed all of its obligations under this Agreement to be performed by it on or prior to the Closing Date and HF Enterprises shall not be in breach of any agreement on its part contained in this Agreement; and
(c) all documents relating to the due authorization and completion of the transactions contemplated hereby and all actions and proceedings taken on or prior to the Closing Date in connection with the performance by HF Enterprises of its obligations under this Agreement shall be satisfactory to the Shareholder and his counsel and the Shareholder shall have received copies of all such documents or other evidence as they may reasonably request in form and substance satisfactory to the Shareholder and his counsel.
Conditions to the Obligations of the Shareholder. The obligation of the Shareholder to effect the Acquisition shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part in writing by the Shareholder:
Conditions to the Obligations of the Shareholder. The ------------------------------------------------ obligations of the Shareholder to sell the Shares to the Parent are subject to the satisfaction at or prior to the Closing Date of the following conditions:
(a) the representations and warranties of Parent contained in this Agreement shall be true and correct, except to the extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on Parent, as of the date hereof and at and as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and, in any event, subject to the foregoing Material Adverse Effect qualification) and, at the Closing, Parent shall have delivered to the Company a certificate to that effect, executed by two (2) executive officers of Parent;
(b) each of the material covenants and obligations of Parent to be performed at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Closing Date and, at the Closing, Parent shall have delivered to the Shareholders a certificate to that effect, executed by two (2) executive officers of Parent; provided, however, that in connection with the compliance by Parent with any applicable law or obtaining the consent or approval of any Governmental Entity whose consent or approval may be required to consummate the transactions contemplated by this Agreement, Parent shall not be (i) required, or be construed to be required, to sell or divest any material assets or business or to restrict in any material respect any business operations in order to obtain the consent or successful termination of any review of any such Governmental Entity regarding the transactions contemplated hereby or (ii) prohibited from owning, and no material limitation shall be imposed on Parent's ownership of, any material portion of the Company's or Inverness-U.S.'s business or assets;
(c) the Shareholders shall have received the opinion of legal counsel to Parent reasonably satisfactory in substance and form to the Shareholders' Agent;
(d) there shall have occurred no Material Adverse Effect on Parent;
(e) The Shareholders shall have received a ruling from the Israeli Income Tax Commission (the "Ruling") reasonably satisfactory to them, which Ruling sha...
Conditions to the Obligations of the Shareholder. The obligations of the Shareholder to effect the transactions contemplated by this Agreement shall be further subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Shareholder:
(a) The Buyer shall have performed and complied with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date and the representations and warranties of the Buyer set forth in this Agreement shall be true and correct as of the Closing Date as though made at and as of the Closing Date; and
(b) At the Closing, the Buyer shall have delivered the Purchase Price to the Shareholder as contemplated by Section 1.04.
Conditions to the Obligations of the Shareholder. The obligations of the Shareholder to consummate the Transaction are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which, to the extent permitted by applicable Law, may be waived by the Shareholder, in writing, in whole or in part):
Conditions to the Obligations of the Shareholder. The obligations of the Shareholder shall be subject to the following conditions, any or all of which may be waived in writing by the Shareholder:
Conditions to the Obligations of the Shareholder. The obligations of the Shareholder to sell the Shares at the Closing is subject to the fulfillment, at or prior to the Closing, of the following conditions, each of which shall be deemed waived by the Shareholder if Shareholder proceeds with the Closing without satisfaction of such condition, unless the parties otherwise agree in writing:
Conditions to the Obligations of the Shareholder. The obligation of the Shareholder to consummate the transactions at the Closing as provided in this Agreement is subject to the satisfaction or waiver by the Shareholder on or prior to the Closing Date of each of the following conditions:
(i) The representations and warranties of the Company contained in this Agreement (x) will be true and correct in all material respects (other than any representation or warranty qualified as to materiality, which will be true and correct) at and as of the date hereof (or, in the case of any representation and warranty made as of a specific date other than the date hereof, at and as of such date), and (y) other than any representation or warranty made as of a specific date, will be true and correct in all material respects (other than any representation or warranty qualified as to materiality, which will be true and correct) at and as of the Closing Date as if made at and as of such time.
(ii) The Company will have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to or on the Closing Date pursuant to the terms hereof.
(iii) The Company will have delivered to the Shareholder an opinion of counsel to the Company, substantially in the form of Exhibit E.
(iv) The Termination Agreements will have been executed and delivered by each party thereto other than the Shareholder.
Conditions to the Obligations of the Shareholder. The obligations of the Shareholder with respect to actions to be taken by them at or before the Closing Date are subject to the satisfaction, or the waiver by the Shareholder pursuant to Section 10.04, on or before the Closing Date, of all the following conditions:
(i) All the representations and warranties of Buyer herein shall be true and correct as of the Closing as though made at that time (without giving effect to any material or similar qualifier), except where the failure to be so true and correct would not or would not reasonably be expected to have a Material Adverse Effect and (ii) Buyer shall have performed and complied in all material respects with all agreements and covenants required by the Agreement to be performed and complied with by it prior to the Closing Date.
(b) At the Closing, Buyer shall deliver to the Shareholder, as applicable, the New Employment Agreements, duly executed by Buyer.
(c) The Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement.
(d) At the Closing, Buyer shall deliver to the Shareholder (i) a certificate, dated within three Business Days prior to the Closing Date, duly issued by the appropriate Governmental Authorities in the State of Delaware, showing the Buyer to be in good standing and (ii) a certificate certifying the matters set forth in Section 6.04(a).
Conditions to the Obligations of the Shareholder. All obligations of the Shareholder and the Companies hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
