Materiality of Conditions. Each condition precedent herein is material to the transactions contemplated herein, and time is of the essence in respect of each thereof.
Materiality of Conditions. Each condition precedent in this Agreement (including, without limitation, those on the attached SCHEDULE 6) is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent.
Materiality of Conditions. 51 6.4 Waiver........................................................................ 51 SECTION 7
Materiality of Conditions. Notwithstanding anything contained in this Agreement, no condition to consummation of the Stock Purchase contained in this Article V that involves performance of agreements by Seller or the accuracy of representations and warranties made by Seller as of the date of this Agreement, as of the Closing Date or as of any other date or period shall be deemed not fulfilled, and Buyer shall not be entitled to fail to consummate the transactions contemplated by this Agreement or terminate this Agreement on such basis, if the respects in which such agreements have not been performed or the representations and warranties are untrue, would not, individually or in the aggregate, have or reasonably be expected to have a Seller Material Adverse Effect.
Materiality of Conditions. 53 ARTICLE IX
Materiality of Conditions. This Agreement constitutes the entire agreement between the parties and all the terms and conditions hereof are material.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving the performance of obligations by the Company or the truth and accuracy of representations and warranties made by the Company as of the Closing Date shall be deemed not fulfilled, and Buyers shall not be entitled to fail to consummate the transactions contemplated hereby or terminate this Agreement on such basis, if the respects in which such conditions have not been performed or such representations and warranties are untrue (assuming for this purpose that the representations and warranties are not qualified by materiality), in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving performance of agreements by the Company or any of the Stockholders (other than those in Article II) as of the Closing shall be deemed not fulfilled, and the Purchaser shall not be entitled to fail to consummate the Subject Transactions or terminate this Agreement on such basis, if the respects in which such agreements have not been performed, in the aggregate, would not have a Material Adverse Effect.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving the performance of agreements by Seller, the accuracy of representations and warranties made by Seller or Systems Chemistry as of the date hereof or the Closing, or the furnishing of an officer's or other certificate shall be deemed not fulfilled, and Buyer shall not be entitled to fail to consummate the transactions contemplated by this Agreement or terminate this Agreement on such basis, if the respects in which such agreements have not been performed, such representations and warranties are untrue, or certificates do not conform to what is prescribed by this Agreement, in the aggregate, are not materially adverse to the business, results of operations or financial condition of Systems Chemistry.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving performance of agreements or the accuracy of representations and warranties as of the Effective Date, or the furnishing of officers' certificates or opinions shall be deemed not fulfilled, and the party to whom such condition runs shall not be entitled to terminate this Agreement on such basis, if the respects in which the agreements have not been performed, or the representations and warranties are untrue, or the certificates, opinions or certificates do not conform to what is prescribed by this Agreement, in the aggregate, are not materially adverse to the financial condition, results of operation, business or assets of the other parties, provided, however, that the foregoing shall not constitute a waiver of any other rights a party may have in such circumstances.
