Conditions to WEST’s Obligations Sample Clauses

Conditions to WEST’s Obligations. The obligations of WEST to acquire any Transferred Property on the applicable Delivery Date shall be subject to the satisfaction or waiver by WEST of the conditions set forth in Schedule 3, Part 2 hereto.
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Conditions to WEST’s Obligations. The obligations of WEST to acquire the WEST Funding Membership Interest on the Initial Closing Date and to acquire the Remaining Engines or Engine Interest in the related Engine Trusts on any Delivery Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the Initial Closing Date and as of each such Delivery Date, as applicable, with the same effect as though such representations and warranties had been made on such date, except to the extent made as of another date, and the covenants and agreements contained in this Agreement to be complied with by the Seller on or before the Initial Closing Date or such Delivery Date, as applicable, shall have been complied with in all material respects, and WEST shall have received a certificate from the Seller to such effect signed by a duly authorized officer of the Seller; (b) No proceeding shall have been commenced by or before any Governmental Authority against the Seller, WEST or WEST Funding, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of WEST, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 5.01(b) shall not apply if WEST has directly or indirectly solicited or encouraged any such proceeding; (c) WEST shall have received a true and complete copy, certified by the Secretary of the Seller, of the organizational documents of the Seller and resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (d) WEST shall have received a certificate of the Secretary of the Seller certifying the names, signatures and offices of the persons authorized to sign this Agreement and the other documents to be delivered hereunder; (e) WEST shall have received from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP a legal opinion, addressed to WEST and dated on the Initial Closing Date or Delivery Date, as applicable; (f) WEST shall have received the proceeds of the Notes to be issued under the Indenture; (g) No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could have, a Materia...
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Conditions to WEST’s Obligations. Section 5.02. Conditions to the Seller’s Obligations
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Related to Conditions to WEST’s Obligations

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • Conditions to Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to the Agent’s Obligations The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to Buyer’s Obligations The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyer:

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