CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers 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 Sellers, in whole or in part):
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligation of the Seller to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions on or prior to the Closing Date:
(a) The representations and warranties of the Buyer set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date;
(b) The Buyer shall have performed and complied with all of its respective covenants hereunder in all material respects through the Closing Date;
(c) 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, ruling, or charge would (i) prevent or adversely affect Buyer’s consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
(d) No material adverse change shall have taken place with respect to the Buyer, and no event shall have occurred that results in a Material Adverse Effect;
(e) Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 5.2(a) - (d) has been complied with in all respects; and
(f) All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to sell 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 Seller, in Seller’s sole and absolute subjective discretion:
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligations of Sellers 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 Sellers (provided that if any condition shall not have been satisfied due to the actions or inaction of Sellers or their Affiliates that constitutes a breach of this Agreement, such condition shall be deemed to have been satisfied or waived by Sellers):
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller’s obligation to close the purchase and sale of the Acquired Assets as contemplated in this Agreement is conditioned upon the occurrence or waiver by Seller of the following:
(a) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer shall be true and correct on and as of the Closing date with the same force and effect as if made on and as of that date.
(b) Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing Date.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligations of Seller to sell, transfer, convey and deliver the Assets (other than the Excluded Assets) and to proceed with the Closing are subject to the satisfaction (or waiver in writing by Seller) at or prior to the Closing of each of the following conditions:
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The obligations of the Sellers hereunder are, at its option, subject to satisfaction, at or prior to the Closing Date, of each of the following conditions:
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller's obligations to sell the Shares and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction as of the Closing Date of each of the following conditions (each of which may be waived by Seller, in whole or in part):
(a) the representations and warranties of Purchaser contained in this Agreement must have been true and correct in all respects on the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made on the Closing Date; and
(b) Purchaser shall have performed all of the covenants and obligations that Purchaser is required to perform or to comply with at or prior to the Closing pursuant to this Agreement.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. The Company's obligation to consummate the Merger and to take the other actions required to be taken by the Company or the Sellers 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 Company, in whole or in part):
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE. Seller shall be obligated to consummate the sale of the Assets as contemplated by this Agreement, provided the following conditions precedent have been satisfied or have been waived in writing by Seller:
