Conditions to the Obligations of the Sellers. Each and every obligation of the Sellers 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 Sellers:
Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the Transaction is further subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the Sellers), as of the Closing, of the following conditions:
Conditions to the Obligations of the Sellers. The obligation of the Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Sellers:
(a) The representations and warranties of Purchaser contained in this Agreement that are qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specific date, which shall be true and correct as of that date). The representations and warranties of each of the Sellers contained in this Agreement that are not qualified by Purchaser Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of the Closing, as if made anew at and as of that time (other than representations and warranties made as of a specified date, which shall be true and correct as of that date), except where all such failures to be true and correct, individually or in the aggregate, do not constitute a Purchaser Material Adverse Effect.
(b) Each of the covenants and agreements of Purchaser to be performed as of or prior to the Closing shall have been duly performed in all material respects.
(c) Purchaser shall have delivered to each of the Sellers a certificate signed by an officer of Purchaser, dated as of the Closing Date, certifying that the conditions specified in Sections 6.3(a) and 6.3(b) have been fulfilled.
(d) From the date of this Agreement to the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect.
(e) Purchaser shall have executed and delivered to the Sellers the License Agreement.
(f) Purchaser shall have delivered to Sellers the documents required by Section 1.5(c).
(g) Purchaser shall have obtained from BATF any bond, license or other approval from BATF necessary to allow transfer by the Sellers to Purchaser of the Assets held in bond without incurring any obligation on the part of the Sellers to pay federal excise Taxes with respect to such transfer.
(h) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to each of the Sellers and its counsel.
Conditions to the Obligations of the Sellers. The obligations of the Sellers to sell and deliver the Subject Assets at the Closing are subject to fulfillment prior to or at the Closing of the following conditions, any of which may be waived in whole or in part in writing by the Sellers:
Conditions to the Obligations of the Sellers. The Sellers' obligations to consummate the transactions contemplated by this Agreement are subject to the following conditions:
Conditions to the Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated hereby are subject to the fulfilment (or waiver in writing by each of the Sellers) at or prior to the Closing of the following conditions:
Conditions to the Obligations of the Sellers. The obligations of the Sellers to consummate the Closing under Section 1.2(a) are subject to the following conditions:
(a) (i) other than the Purchaser’s representations and warranties set forth in Sections 4.1 and 4.2, the representations and warranties of the Purchaser contained in Article 3 (without giving effect to any qualification as to “material adverse effect”) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties that by their terms address matters only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 4.1 and 4.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date;
(b) the Purchaser shall have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects; and
(c) the Merger Closing shall occur substantially contemporaneously with, and immediately following, the Closing.
Conditions to the Obligations of the Sellers. Each Seller’s obligations to effect the transactions set forth in Article I shall be subject to the fulfillment (or waiver by such Seller) at the Closing of the following conditions:
Conditions to the Obligations of the Sellers. The obligations set forth herein of the Sellers to consummate the transactions contemplated by this Agreement at the Closing are subject to the fulfillment (or waiver) at or prior to the Closing of the following conditions:
Conditions to the Obligations of the Sellers. The obligation of each Seller under this Agreement is subject to the fulfillment to the Seller's satisfaction, or the waiver by such Seller, of each of the conditions set forth in this Section 6 on or before the Closing Date.
