CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser under this Agreement with respect to the purchase and sale of the Assets shall be subject to the fulfillment on or prior to the Closing of each of the following conditions, any of which may be waived in writing by Purchaser:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:
A. The representations and warranties of Seller shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; provided, however, to the extent that any representation or warranty of Seller contains a materiality qualification, the representation or warranty as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2A;
B. Seller shall have performed in all material respects all of its covenants and agreements contained this Agreement that require performance at or prior to Closing; provided, however, to the extent that any covenant or agreement of Seller contains a materiality qualification, the covenant or agreement as qualified shall remain as stated and such qualification shall not be deemed to be lessened or otherwise modified by the use of “material respects” in this Section 8.2B;
C. No adverse action or proceeding shall have been instituted pertaining to the transactions contemplated by this Agreement;
D. All required regulatory approvals and notices, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any burdensome condition upon Purchaser and all applicable waiting periods shall have expired and all pre-closing conditions to be performed by Seller in such approvals have been met.
E. Seller shall have executed and delivered any documents required by this Agreement or reasonably requested by Purchaser;
F. Seller shall have delivered to Purchaser a deed conveying title to the Real Property in accordance with Schedule 1.1C;
G. Purchaser shall have executed two instruments of transfer delivered by Seller under Section 6.12 and delivered one of the executed instruments to Seller;
H. The chief executive or financial officer of Purchaser and Seller shall have executed the provisional closing statement in the form of Exhibit 1 and the instrument of transfer, assignment and assumption in the form of Exhibit 3; and
I. Seller shall have delivered to Purchaser a certificate of its chief executive officer certifying that the conditions in (A), (B), (C) and (D) have been met.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser’s obligation to purchase the Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by Purchaser in Purchaser’s sole and absolute subjective discretion:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser under this Agreement with respect to the purchase and sale of the Purchased Assets shall be subject to the fulfillment on or prior to the Closing of each of the following conditions, any of which may be waived in writing by Purchaser (provided that if any condition shall not have been satisfied due to the actions or inaction of Purchaser or any of its Affiliates that constitutes a breach of this Agreement, such condition shall be deemed to have been satisfied or waived by Purchaser):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase the Shares and to perform its other obligations under this Agreement at the Closing shall be subject to the satisfaction of each and every of the following conditions precedent (or waiver thereof by the Purchaser) on or prior to the Closing Date:
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to close the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in advance in writing by Purchaser) of each of the following conditions at or prior to Closing:
(a) The representations and warranties of Seller contained herein shall be true and correct in all material respects as of the date hereof and as of the time of Closing as if made anew at such time; 30NEXT PAGE
(b) Seller and First Financial shall have performed in all material respects all of their covenants and agreements contained herein which require performance at or prior to Closing;
(c) No action or proceeding shall have been instituted by any Governmental Authority pertaining to the transactions contemplated by this Agreement; and
(d) All required regulatory approvals, regardless of whether Seller or Purchaser was required to apply for the same, shall have been received without the imposition of any non-standard condition upon Purchaser and all applicable waiting periods shall have expired.
(e) Since January 31, 2005, Seller has not, and is not reasonably likely to, experience a Material Adverse Change.
(f) The Estimated Closing Date Retail Deposits are equal to or greater than 85% of the Base Retail Deposits; provided, however, that, in the event that the Estimated Closing Date Retail Deposits are less than 85% of the Base Retail Deposits, the Estimated Closing Date Retail Deposits shall be recalculated, for purposes of this Section 7.2(f) only, to include all retail deposits that the parties mutually agree have been transferred from Seller's deposit accounts to Purchaser's deposit accounts between the date of this Agreement and the date on which the Estimated Closing Date Retail Deposits are determined.
(g) Seller shall have executed and delivered the Ancillary Agreements to which it is a party.
(h) Seller shall have delivered to Purchaser a certificate executed by the Chief Executive Officer of Seller and an officer of First Financial certifying that the conditions set forth in Sections 7.2(a), (b), (e) and (f) have been satisfied.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. In addition to all other conditions set forth in this Agreement, the obligation of Purchaser to consummate the transactions contemplated hereunder is conditioned upon the following (or written waiver thereof by Purchaser):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. 58 60 The Purchasers' obligation to pay the Consideration and to take the other actions required to be taken by the Purchasers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchasers, in whole or in part):
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to purchase the Sale Shares and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 11.10):
5.1 Satisfactory Completion of Pre-Acquisition Review The Purchaser shall have satisfactorily completed its pre-acquisition investigation and review of the Companies' businesses, condition, assets, liabilities, operations, financial performance, net income, prospects and regulatory matters and shall be satisfied with the results of that investigation and review.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Purchaser's obligation to close under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.
1.1 All of the documents required to be delivered by Seller to Purchaser at Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser; 9.
