Conditions Precedent to Obligations of Seller Parties. The obligation of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Seller Parties:
Conditions Precedent to Obligations of Seller Parties. The obligations of the Seller Parties to cause the sale of the Acquired Assets and to consummate the other transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by the Seller Parties in their sole discretion):
Conditions Precedent to Obligations of Seller Parties. The obligations of Seller Parties hereunder are subject to the satisfaction, fulfillment or performance on or prior to the Closing Date of the following conditions unless waived in writing by Seller Parties:
Conditions Precedent to Obligations of Seller Parties. Seller Parties' obligation to proceed with the Closing is subject to the satisfaction by Buyer on or prior to the Closing Date of each of the following conditions precedent, any one or more of which may be waived by Seller Parties in their sole discretion:
Conditions Precedent to Obligations of Seller Parties. Section 9.2(d) of the APA is hereby amended by replacing the phrase “by or before any Governmental Authority, arbitrator, or mediator” with the phrase “by any Governmental Authority”.
Conditions Precedent to Obligations of Seller Parties. All obligations of Seller Parties to consummate the Transactions are subject to the satisfaction (or waiver) prior thereto of each of the following conditions:
Conditions Precedent to Obligations of Seller Parties. All obligations of Seller Parties at the Closing are subject, at the option of Seller Parties, to the fulfillment of each of the following conditions at or prior to the Closing: (a) All representations and warranties of any of Purchaser Parties contained herein or in any document delivered pursuant hereto shall be true and correct in all material respects when made and shall be deemed to have been made again at and as of the date of the Closing, and shall then be true and correct in all material respects, except for changes in the ordinary course of business after the date hereof in conformity with the covenants and agreements contained --27-- herein. Notwithstanding the preceding sentence, any inaccuracies in the representations and warranties of Purchaser shall not prevent the satisfaction of the condition contained in this Section 12(a) unless the cumulative effect of all such inaccuracies, taken in the aggregate, represent a Material Adverse Effect on Purchaser. In applying the preceding sentence, the determination of whether a representation and warranty of Purchaser is inaccurate shall be made without regard to any language which would otherwise qualify such representation and warranty individually by reference to materiality or a Material Adverse Effect. (b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by any of Purchaser Parties at or before the Closing shall have been duly and properly performed in all material respects. (c) There shall be delivered to Seller Parties certificates executed by the President and Secretary of Purchaser and Purchaser Bank dated the date of the Closing certifying that the conditions set forth in paragraphs (a), (b) and (c) of this Section 11 have been fulfilled. (d) All documents required to be delivered to any of Seller Parties at or prior to the Closing shall have been so delivered. (e) All consents, approvals, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including Governmental Authority) required to be obtained by or on the part of the parties hereto or otherwise necessary for the consummation of the transactions contemplated hereby shall have been obtained or made, and all thereof shall be in full force and effect at the time of Closing. All applicable waiting periods to consummation of the transactions contemplated hereby as required by law shall have expired. (f) The approval of the Plan of Merger shall ha...
Conditions Precedent to Obligations of Seller Parties. 52 6.2.1 Performance of Agreements; Representations and Warranties . . . . . . . . . . . . . . . . . . . . 52 6.2.2
Conditions Precedent to Obligations of Seller Parties. The obligations of the Seller Parties under this Agreement are subject to the fulfillment of all of the following conditions precedent on or before the Closing Date, each of which may be waived in writing at the sole discretion of Seller. Purchaser and Parent must execute and deliver a certificate in substantially the form attached to this Agreement as Exhibit K and Exhibit L, respectively, certifying the satisfaction of all of the conditions precedent set forth in this Section 12 and not waived. If any of the conditions precedent to the obligations of the Seller Parties are not satisfied or waived on the Closing Date, the Seller Parties will have the right to elect not to proceed with the Closing, in which case the parties will have no further rights or obligations under this Agreement, the Director Agreements or otherwise.
Conditions Precedent to Obligations of Seller Parties. The obligations of the Seller Parties under this Agreement to consummate the transactions contemplated by this Agreement on the Closing Date shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Company.
