Conditions of Parties Obligations. 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:
Conditions of Parties Obligations. The obligations of the Company to issue and sell, and of Purchaser to purchase and pay for, the Common Shares are also subject to the fulfillment prior to or concurrently with the Closing of the conditions set forth below.
(a) The representations and warranties of the Purchaser and the Company shall be true and correct on and as of the Closing Date.
(b) All permits, consents, approvals, orders and authorizations, if any, which the Company is required to obtain from, and all registrations, qualifications, designations, declarations and filings which the Company is required to make with, any state or Federal governmental authority of the United States in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly obtained or made and shall be effective on and as of the Closing Date.
(c) Purchaser shall have received copies of such supporting documents as Purchaser may reasonably request. The Company shall have received such supporting documents as it may reasonably request to satisfy itself concerning the representations of Purchaser.
(d) Purchaser shall have become a party to and agreed to be bound by the Stockholders' Agreement, which Stockholders' Agreement is hereby incorporated herein as if set forth in full in this Agreement.
Conditions of Parties Obligations. 7.1 Company Obligations The obligations of Parent and Acquisition Corp. under the Merger Documents are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived, in whole or in part, by Parent.
Conditions of Parties Obligations. 5.1 Conditions of the Purchaser's Obligations. The obligations of ------------------------------------------- each Purchaser under Section 1 hereof are subject to the fulfillment prior to or on the Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Purchasers.
Conditions of Parties Obligations. The respective obligations of each party to consummate the Exchange are subject only to (a) in the case of the Company’s obligations to consummate the Exchange, the closing and funding by you of the Securitization Transaction (as hereinafter defined), (b) the expiration or early termination of all waiting periods applicable to the Exchange under the HSR Act, (c) execution and delivery of the Transaction Documents by the other parties thereto, (d) each of the representations and warranties of the other party set forth herein being true and correct on the Closing Date with the same effect as if made on the Closing Date, (e) you shall have received from Hunton & Xxxxxxxx LLP, counsel for the Company, a favorable opinion, dated the Closing Date in substantially the form attached hereto as Exhibit A, (f) you having received from the Company a certificate dated as of the Closing Date executed by an authorized officer of the Company to the effect that the signer of such certificate has carefully examined this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct at and as of the Closing Date with the same effect as if made on the Closing Date and (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and (g) the Company has received from you a certificate dated as of the Closing Date executed by an authorized officer to the effect that the signer of such certificate has carefully examined this Agreement and that: (i) your representations and warranties in this Agreement are true and correct at and as of the Closing Date with the same effect as if made on the Closing Date and (ii) you have complied with all the agreements and satisfied all the conditions on your part to be performed or satisfied at or prior to the Closing Date.
Conditions of Parties Obligations. 8.1 Company Obligations . The obligations of Parent and Acquisition Corp. under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by Parent.
(a) No Errors, etc. Each of the representations and warranties made by the Company contained in this Agreement that are qualified by materiality will be true and correct in all respects and all of the representations and warranties made by the Company contained in this Agreement that are not so qualified will be true and correct in all material respects, in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date or as of the date of this Agreement, in which case such representations and warranties will be so true and correct or so true and correct in all material respects, as the case may be, as of such specific date or as of the date of this Agreement, respectively).
Conditions of Parties Obligations. All obligations of Purchaser and Seller under this Agreement are subject to the fulfillment prior to or at the closing of each of the following conditions, any one or more of which may be waived by mutual consent of the parties:
(A) Seller and Purchaser shall have performed and complied with all agreements, conditions and representations herein required to be performed or complied with by them prior to or on the date of closing.
(B) All agreements pertaining to the operation of the Business, if any, shall be approved for transfer.
(C) All franchises, franchise contracts, contracts, contract rights, accounts receivable, trademarks, trade names, service marks, and other Assets that are transferred pursuant to this Agreement shall be transferred at closing.
Conditions of Parties Obligations. 7.1. Conditions of the Purchasers’ Obligations at the Closing. The obligations of the Purchasers under Section 2 hereof are subject to the fulfillment, prior to the Closing, of all of the following applicable conditions, any of which may be waived in whole or in part by the Purchasers in their absolute discretion. If the following conditions are not satisfied on or before July 8, 2011, then any Purchaser may terminate this Agreement with respect to that particular Purchaser upon providing written notice to the Company.
Conditions of Parties Obligations. 6.1 Conditions of the Series B Investors' Obligations at the Closing. The obligation of the Series B Investors to purchase and pay for the Preferred Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by the Series B Investors.
Conditions of Parties Obligations. 7.1 Conditions of Obligations of the Parent and Acquisition Corp. to Close the Merger. The obligations of the Parent and Acquisition Corp. under this Agreement and the Articles of Merger are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived, in whole or in part, by the Parent or Acquisition Corp. as the case may be.
