Conditions to the Seller Parties’ Obligations. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Conditions to the Seller Parties’ Obligations. The obligation of each Seller Party to effect the Closing is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Seller in its sole discretion:
Conditions to the Seller Parties’ Obligations. The obligations of the Seller Parties to consummate the transactions provided for hereby are subject, in the discretion of the Seller Parties, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Seller Parties:
Conditions to the Seller Parties’ Obligations. (A) The obligations of each of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Funding Time: (a) (x) The representations and warranties (other than the Buyer Fundamental Representations and Warranties) set forth in (i) Article V (other than those representations and warranties that address matters as of particular dates) shall be true and correct in all respects as of the Funding Time as though then made (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”) and (ii) Article V that address matters as of particular dates shall be true and correct in all respects as of such dates (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”), except, in the case of each of clause (i) and (ii), where the failures of such representations and warranties to be true and correct do not, individually or in the aggregate, constitute a Buyer Material Adverse Effect; and (y) the Buyer Fundamental Representations and Warranties shall be true and correct in all respects as of the Funding Time as though then made; (b) Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Funding Time; (c) Buyer shall have delivered to Seller the Escrow Agreement duly executed by it; and (d) Buyer shall have delivered to the Company a certificate of Buyer, dated the Closing Date and executed by an executive officer of Buyer, stating that the conditions specified in Section 7.3(a) and Section 7.3(b) above have been satisfied. (B) The obligations of each of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Closing: (a) Seller shall have received the proceeds of the Bridge Loan as contemplated by Step 2(a) of the Restructuring Plan; and (b) Buyer shall have deposited an amount equal to the Initial Equity Purchase Price into the Escrow Account, as provided in Section 2.2. -73- SECTION 7.4.
Conditions to the Seller Parties’ Obligations. The respective obligations of the Seller Parties to consummate the Acquisition and to take the other actions called for under this Agreement and the Ancillary Agreements are subject to the fulfillment of each of the following conditions:
