General Conditions to Closing. All obligations of each party under this Agreement are subject to fulfillment by the other party at or before the Closing of each of the following conditions to be performed by each party, subject, however, to the right of a party to waive, in writing, one or more of such conditions to be performed by the other party:
General Conditions to Closing. The obligations of all the parties to this Agreement to effect the Merger and complete the related transactions contemplated by this Agreement are subject to the satisfaction on or by the Closing Date of each of the following conditions:
General Conditions to Closing. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the time of any applicable closing, of the following condition, which may, to the extent permitted by applicable Law, be waived in writing by any Party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such Party):
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits or restricts the consummation of the transactions contemplated by this Agreement.
General Conditions to Closing. The respective obligations of the Purchaser and the Seller to consummate the transactions contemplated by this Agreement and the Purchaser Related Agreements, in the case of Purchaser, and the Seller Related Agreements, in the case of Seller, are subject to the satisfaction (or written waiver by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):
General Conditions to Closing. The obligations of the Parties to effect the Closing will be subject to the following conditions, unless waived in writing by both Parties:
(a) no law or order will have been enacted, entered, issued, promulgated or enforced by any governmental entity at what would otherwise be the Closing Date that prohibits or materially restricts consummation of the transactions contemplated by this Agreement; and
(b) OrthoLogic, AzERx, the Escrow Agent and the Representative shall have entered into the Escrow Agreement.
General Conditions to Closing. In addition to the receipt of the foregoing documents and instruments, the obligation of GRANTEE to pay the Purchase Price is subject to the satisfaction (or waiver by GRANTEE) on the Closing Date of the following conditions:
2.3.1 All representations and warranties made by GRANTOR in any Production Payment Document are true and correct as of the Closing Date.
2.3.2 GRANTOR has performed all agreements, covenants, and conditions required by any Production Payment Document to be performed on or prior to the Closing Date.
2.3.3 The Closing is not prohibited by any law or any regulation or order of any court or governmental authority and will not subject GRANTOR or GRANTEE to any penalty or other onerous condition under or pursuant to any such law, regulation or order.
General Conditions to Closing. The obligations of the Purchaser or the Seller to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by mutual agreement of both the Purchaser and the Seller:
General Conditions to Closing. Borrower shall have delivered each of the following items to Agent for approval and Agent shall have approved the same:
(a) The Loan Documents;
(b) A plat of survey of each Collateral Property (collectively, the "Surveys") prepared and certified by a registered surveyor licensed in Ohio in compliance with the minimum detail requirements most recently established by ALTA/ACSM (for a Class A Survey), including, without limitation: the boundaries and legal descriptions of the land comprising each Collateral Property; the location of all existing buildings, parking areas and other improvements on such land; the area of such land in square feet and acres (to the nearest one one-hundredth of an acre); the location of all set-back lines, rights-of-way, easements and public utilities located on such land; the location of all abutting roadways, streets, and alleys; the location of utility services and storm drain and sewer facilities; and showing any encroachments by improvements on such land over easements or adjoining property and showing any encroachments from adjoining property onto such land. The Surveys shall be as of a current date and shall be certified in favor of Agent and the Title Company. All matters shown on the Surveys must be acceptable to Agent.
(c) Evidence that the following insurance coverages are in effect with respect to the Collateral Properties and in forms satisfactory to Agent:
(i) Policies of insurance evidencing bodily injury, death or property damage liability coverages in amounts not less than $2,000,000 (combined single limit), and an excess/umbrella liability coverage in an amount not less than $10,000,000 shall be in effect with respect to Borrower. Such policies must be written on an occurrence basis so as to provide blanket contractual liability, broad form property damage coverage, and coverage for products and completed operations;
(ii) Special Cause of Loss" insurance on the buildings and other improvements constituting the Collateral Properties in amounts equal to the replacement cost of such buildings, but not less than $31,500,000;
(iii) If applicable, evidence of worker's compensation insurance coverage satisfactory to Agent;
(iv) If the Collateral Properties, or any part thereof, lie within a "special flood hazard area" as designated on maps prepared by the Department of Housing and Urban Development, a National Flood Insurance Association standard flood insurance policy, plus insurance from a private insurance carrier if ...
General Conditions to Closing. The obligations of the parties to ----------------------------- effect the Closing shall be subject to the following conditions:
(a) Board of Directors of LRI and the Board of Directors of Imperial shall have each approved this Agreement in accordance to the provisions of applicable state law;
(b) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, filing or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Imperial to own or operate the Sold Companies (and no such injunction, judgment, order, decree, ruling or charge shall be in effect); and
(c) all governmental approvals, the absence of which would have a materially adverse effect on LRI on a consolidated basis or Imperial, on a consolidated basis, after the Closing, shall have been received.
General Conditions to Closing. The obligations of each party to consummate the transactions contemplated hereby at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
