Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions, unless waived by Seller in writing:
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller by Purchaser or Purchaser’s agents pursuant to the terms of this Agreement.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, as if made and updated as of the Closing Date.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.
(e) All other conditions precedent to Seller’s obligation to consummate the transaction hereunder (if any) which are expressly set forth in this Agreement shall have been satisfied on or before the Closing Date. In the event any of the foregoing conditions has not been satisfied by the Closing Date other than through failure of Seller to fully comply with its obligations under this Agreement, Seller shall have the right to terminate this Agreement by written notice given to Purchaser on the Closing Date, whereupon Seller shall refund the Deposit to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Purchaser or Seller hereunder, then Purchaser’s and Seller’s respective rights, remedies and obligations shall instead be determined in accordance with ARTICLE 5.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
(a) The Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement shall have been deposited with the Escrow Agent for payment to Seller or as otherwise contemplated by the Exchange (hereinafter defined).
(b) Purchaser shall have delivered to Seller or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered by Purchaser to Seller or deposited with the Escrow Agent pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
(c) All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the date of Closing.
(d) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:
4.7.1 Seller shall have received the Purchase Price as adjusted pursuant to and paid in the manner provided for in this Agreement.
4.7.2 Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3.
4.7.3 All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date.
4.7.4 Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.
4.7.5 Any other condition precedent to Closing in favor of Seller expressly set forth in this Agreement shall have been satisfied or waived hereunder. In the event any of the foregoing conditions are not fulfilled or waived by Seller by Closing, Seller may terminate this Agreement by giving written notice to Purchaser before the Closing occurs and neither party hereto shall have any further rights, obligations or liabilities hereunder except the Surviving Obligations. If Closing occurs, all of the foregoing conditions precedent shall be deemed to have been satisfied or waived.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transactions provided for in this Agreement on the terms specified herein is subject to fulfillment of each of the following conditions:
Conditions Precedent to Obligation of Seller. The obligations of Seller with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver in writing on or prior to the Closing Date of all of the following conditions. Seller shall have the right to waive any condition not so satisfied.
Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in it sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant to, and payable in the manner provided for, in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.2.
Conditions Precedent to Obligation of Seller. (a) Notwithstanding anything to the contrary in this Contract, on the Closing Date, Seller’s obligations under this Contract are expressly contingent on the following being true and correct (“Seller’s Closing Conditions”):
(i) Purchaser shall have delivered to Escrow Agent all of the items required to be delivered to Escrow Agent pursuant to Section 10.1 or otherwise required by the terms of this Contract;
(ii) Purchaser shall have performed, in all material respects, all covenants and agreements of the Contract to be performed by Purchaser as of that Closing, including payment of the Purchase Price; and
(iii) Escrow Agent shall be prepared to release the First United Release to Seller immediately after the Closing.
(b) If Seller’s Closing Conditions are not satisfied, Seller shall have the right to terminate this Contract, in which case the Deposit shall be returned to Purchaser and the parties shall be released from all further obligations and liabilities hereunder, other than those which expressly survive termination of this Contract.
(c) It is a further condition of Seller’s obligation to close that the Purchase Price being paid by Purchaser to Seller at Closing is sufficient to pay in full the Seller’s Obligations and to obtain the First United Release and any other release described in the Creditor Agreements. If the amount required to pay the Seller’s Obligations exceeds the Purchase Price, Seller may terminate the Contract by written notice to Purchaser and Escrow Agent, in which case the Deposit shall be returned to Purchaser and the parties shall be released from all further obligations and liabilities hereunder, other than those which expressly survive termination of this Contract.
Conditions Precedent to Obligation of Seller. The obligation of -------------------------------------------- Seller to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at Closing of the following conditions, any one or more of which may be waived in whole or in part by Seller at Seller's sole option:
