Conditions Precedent to Obligation of Sellers Sample Clauses

Conditions Precedent to Obligation of Sellers. The obligation of each Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditions, each of which may be waived by the Seller:

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable law): (a) all representations and warranties of Purchaser contained herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date with the same effect as though those representations and warranties had been made again, at and as of that date; (b) Purchaser shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Sellers shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Sellers) executed by Purchaser certifying as to the fulfillment of the conditions specified in Sections 5.2(a) and 5.2(b); (d) none of the Sellers shall have been required to be a party to or make any representations or warranties in respect of any of the agreements, certificates or instruments to be delivered in connection with the Acquisition Financing; (e) there must not have been commenced or threatened against Purchaser or any Seller or against any person affiliated with Purchaser or any Seller any proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or (ii) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the other transactions contemplated by this Agreement; (f) the Acquisition Financing shall have been funded to an amount at least equal to the Share Purchase Price and the Option Purchase Price; (g) the Company's Articles of Incorporation shall have been amended on the Closing Date, in form and substance satisfactory to Sellers and their counsel, such that the Series A Stock and the Series B Stock will not become convertible into shares of Common Stock until at least the earlier of termination of the OESC Option or January 1, 2004.

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate and cause the consummation of the transaction contemplated by this Agreement shall be subject to the satisfaction (or waiver by Sellers) on or prior to the Closing Date of each of the following conditions. (i) The representations and warranties of Buyer contained in Article 4 (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and word of similar import set forth therein) shall have been accurate on the date of this ​ ​ Agreement and shall be accurate as of the Closing Date as though made on and as of the Closing Date, except as has not, or would not, individually or in the aggregate, reasonably be expected to, prevent or materially delay the ability of Buyer to perform its obligations under this Agreement (including to consummate the transactions contemplated hereby). (ii) Buyer shall have performed and complied in all material respects with all covenants contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing. (iii) Buyer shall have delivered a certificate of an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions specified in Section 5.4(b)(i) and Section 5.4(b)(ii) have been satisfied. (iv) Buyer shall have executed, or caused to be executed, and delivered to Sellers the documents set forth in Section 5.3, and each such agreement and document shall be in full force and effect.

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Seller Contract Agent in its sole discretion: 4.7.1 Sellers shall have received the Purchase Price as adjusted pursuant to and payable in the manner provided for in this Agreement. 4.7.2 Purchaser shall have delivered to Sellers all of the items required to be delivered to Sellers pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.3. 4.7.3 All of the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date. 4.7.4 Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.

Conditions Precedent to Obligation of Sellers. Each Seller’s obligation to consummate the Transactions contemplated to occur in connection with the Closing and thereafter is subject to the satisfaction of each condition precedent listed below. Unless expressly waived pursuant to this Agreement, no representation, warranty, covenant, right or remedy available to any Seller in connection with the Transactions will be deemed waived by any of the following actions or inactions by or on behalf of any Seller (regardless of whether Buyer is given notice of any such matter): (i) consummation by Sellers of the Transactions, (ii) any inspection or investigation, if any, of Buyer, (iii) the awareness of any fact or matter acquired (or capable or reasonably capable of being acquired) with respect to Buyer, or (iv) any other action, in each case at any time, whether before, on or after the Closing Date.

Conditions Precedent to Obligation of Sellers. The obligations of Sellers to sell, transfer, convey and deliver the Assets and to consummate the Non-License Transfer or to proceed with the Closing, as applicable, are subject to the satisfaction (or waiver in writing by Sellers) at or prior to the Non-License Transfer or the Closing, as applicable, of each of the following conditions:

Conditions Precedent to Obligation of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions: (a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date; the representations and warranties of the Purchaser contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as if made at and as of such date; and the Sellers shall have received a certificate of the chairman of the board, the president, an executive vice president, a senior vice president, or the chief financial officer of the Purchaser as to the satisfaction of this condition; and (b) the 363 Order and 365 Order shall have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement (unless Sellers shall have agreed to modify such form) and shall not have been reversed, stayed, modified or amended in any manner adverse to the Sellers.

Conditions Precedent to Obligation of Sellers. The obligations of Sellers under Article I of this Agreement are subject to the satisfaction or waiver by Sellers of the following conditions precedent on or before the Closing Date:

Conditions Precedent to Obligation of Sellers. The obligation of the Sellers under this Purchase and Sale Agreement to sell the Shares is subject to the satisfaction of each of the following conditions. Notwithstanding anything to the contrary contained herein, the Sellers collectively shall have the right to waive all or any part of each such condition and to close the transactions contemplated herein. (a) Correctness of Representations and Warranties. There shall be no representation or warranty of Buyers contained in this Purchase and Sale Agreement which is untrue or inaccurate in any material respect on the Closing Date. INSO shall have received a certificate dated the Closing Date and executed by or on behalf of Buyers to the effect that all such representations and warranties are true and accurate in all material respects.