Conditions to Obligations of Seller to Close. The obligation of Seller to effect the Closing is subject to the satisfaction (or waiver by Seller) at or prior to the Closing of the following additional conditions:
Conditions to Obligations of Seller to Close. The obligation of Seller to sell, transfer and convey the Acquired Assets and Liabilities to Buyer and otherwise consummate the Contemplated Transactions that are to be consummated at the Closing is subject to the satisfaction, as of the day of Closing, of the following conditions (any of which may (to the extent permitted by Applicable Law) be waived by Seller, in its sole discretion in whole or in part):
Conditions to Obligations of Seller to Close. The obligations of Seller to consummate the transactions contemplated herein shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:
Conditions to Obligations of Seller to Close. The obligation of Seller to consummate this Agreement shall be subject to the following conditions, any one or more which may be waived by Seller:
Conditions to Obligations of Seller to Close. All -------------------------------------------------- obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Final Closing, of each of the following conditions precedent:
Conditions to Obligations of Seller to Close. The obligation of Shareholder and TTS to consummate and close the transactions contemplated by this Agreement are subject to the fulfillment of all of the following conditions precedent at or prior to the Closing Date, any one or more of which may be waived in whole or in part by Shareholder in writing:
Conditions to Obligations of Seller to Close. 33 12.1 Accuracy of Representations and Warranties................34 12.2 Performance...............................................34
Conditions to Obligations of Seller to Close. The obligation of Seller to consummate the transactions contemplated hereby is subject to the satisfaction at or before the Closing of all of the following conditions, any one or more of which may be waived by Seller, in Seller’s sole discretion; provided, however, Seller may not rely on the failure of any condition set forth in this Section 2.3 to be satisfied if such failure was caused by Seller’s failure to comply with or perform any of its covenants or obligations set forth in this Agreement:
Conditions to Obligations of Seller to Close. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller), prior to or at the Closing, of each of the following conditions: (a)Each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (read without regard to any qualifications as to Purchaser Material Adverse Effect or materiality) except where the failure of such representations and warranties to be so true and correct would not, and would not reasonably be expected to, result in a Purchaser Material Adverse Effect; provided, that (i) those representations and warranties which address matters only as of a particular date shall be true and correct as of such particular date and (ii) the Purchaser Fundamental Representations shall be true and correct in all respects. 53 (b)The covenants, agreements and obligations of Purchaser to be complied with on or before Closing pursuant to the terms of this Agreement shall have been duly and fully complied with in all material respects on or before the Closing. (c)Seller shall have received at the Closing a certificate dated the Closing Date and validly executed on behalf of Purchaser by an appropriate executive officer of Purchaser certifying that the conditions specified in Section 7.3(a) and Section 7.3(b) have been satisfied. (d)The Seller Guarantees shall have been released on or before the Closing Date. (e)Purchaser shall have delivered to Seller at Closing all of the items specified to be delivered by Purchaser in Section 3.3. Section 7.4
