Conditions to the Obligations of the Seller. Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:
Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Acquisition Transactions are subject to the fulfillment, prior to or concurrently with the Closing, of the following conditions:
(a) the representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on such date;
(b) the Purchasers shall have duly performed or complied in all material respects with all of the agreements, covenants and obligations to be performed or complied with by the Purchasers under the terms of this Agreement on or prior to the Closing Date;
(c) the Purchasers shall have executed and delivered each of the agreements and instruments required to be delivered by them at the Closing pursuant to Section 3.2(b)(ii) through (vi);
(d) the Seller shall have received a certificate from each of the Purchasers, dated as of the Closing Date, executed by an officer of such Purchaser, certifying that (in respect of such Purchaser) the conditions set forth in paragraphs (a) and (b) above, have been fulfilled;
(e) the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to the Purchasers, addressed to the Seller to the effect set forth in Exhibit K hereto; and
(f) Andrxxx & Xurtx, X.L.P., counsel to the Seller shall have received an opinion, dated as of the date hereof, of Bakex Xxxtx X.X.P., counsel to Acquisition Sub, addressed to Andrxxx & Xurtx, X.L.P., in the form previously agreed upon by the parties, which opinion may be relied upon by Andrxxx & Xurtx, X.L.P. for purposes of delivering an opinion to the Trustee in connection with the Acquisition Transactions as contemplated by Sections 7.4 and 8.3 of the Senior Subordinated Note Indenture.
Conditions to the Obligations of the Seller. The obligations of the Seller is subject to the fulfillment of the following conditions at or prior to the Closing Date:
Conditions to the Obligations of the Seller. The obligation of the Seller to effect the Merger is also subject to the satisfaction or waiver by the Seller, at or prior to the Effective Time, of the following conditions:
Conditions to the Obligations of the Seller. The obligations of the Seller to close the Contemplated Transactions are subject to the fulfillment or satisfaction on and as of the applicable Closing of each of the following conditions (any one or more of which may be waived by the Seller, but only in a writing signed by the Seller).
Conditions to the Obligations of the Seller. The obligation of the Seller to sell the Shares to the Purchaser at the Closing shall be subject to the satisfaction (or waiver by the Seller) of each of the following conditions at or before the Closing:
Conditions to the Obligations of the Seller. The obligations of the Seller hereunder are subject to the accuracy of Selling Agent’s representations and warranties, to the observance and performance by Selling Agent of its obligations hereunder, and to the following further conditions (any of which may be waived in writing in whole or in part by the Seller):
(a) Selling Agent shall not have taken or failed to take any action at any time at or prior to Closing, which, in the opinion of the Seller or counsel for Seller, conflicts or would conflict with, or otherwise make unavailable, the exemption from registration requirements for the offer and sale of the Offered Securities under applicable securities laws and regulations.
(b) If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, all the obligations of the Seller under this Agreement may be terminated in writing at any time at or prior to Closing, and any such termination shall be without liability to the parties, and further provided that the obligations under Section 7 and Section 9.1 shall nevertheless survive and continue thereafter.
Conditions to the Obligations of the Seller. The Seller's obligations under Article I and Article II of this Agreement shall be further subject to the satisfaction or to the waiver by the Seller of the following conditions precedent:
Conditions to the Obligations of the Seller. The Seller's obligation to sell the Shares shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:
Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions, any and all of which may be waived in whole or in part by the Seller to the extent permitted by applicable law:
