Conditions Precedent to Obligations of Sellers Sample Clauses

Conditions Precedent to Obligations of Sellers. The obligations of Sellers under the Agreement are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived by Sellers, in their sole discretion.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

Conditions Precedent to Obligations of Sellers. Notwithstanding anything herein to the contrary, the obligations of Sellers to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Sellers at the Closing:

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are 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) the representations and warranties of Purchaser and Parent set forth in this Agreement must be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not adversely affect Purchaser’s performance under this Agreement or consummation of the transactions contemplated hereby in any material respect; (b) Purchaser shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date; (c) Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Closing Certificate; (d) Purchaser shall have delivered or caused to have been delivered to Sellers a duly executed Purchaser’s Officer’s Certificate; (e) Purchaser shall have delivered or caused to have been delivered to Sellers the closing deliveries described in Section 4.3; (f) there shall not be enacted, issued, promulgated, enforced, entered, or in effect any Order or Law by a Governmental Body of competent jurisdiction, that makes illegal, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby; (g) the filings of Purchaser required pursuant to the HSR Act or any other Antitrust Law shall have been properly filed and the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law shall have expired or early termination shall have been granted; and (h) Purchaser shall have delivered or caused to have been delivered to the respective Key Employees the Employment Agreements duly executed by Purchaser.

Conditions Precedent to Obligations of Sellers. Sellers’ obligations to consummate the sale of the Purchased Assets and the other transactions contemplated to occur in connection with the Closing is subject to the satisfaction of each condition precedent listed below, or the waiver of such condition by Sellers, in their sole and absolute discretion.

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the sale under this Agreement is subject to the fulfillment, prior to or at the Closing, of each of the following conditions (any or all of which may be waived by Sellers): (a) all representations and warranties of Buyer and Parent contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects at and as of the time of the Closing with the same effect as though made again at, and as of, that time; (b) Buyer and Parent shall have performed and complied with in all material respects all obligations and covenants required by this Agreement to be performed or complied with by Buyer and Parent prior to or at the Closing; (c) Sellers shall have been furnished with the documents referred to in Section 8.2; (d) no provision of any applicable law or regulation shall prohibit, and there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against the consummation of the sale and purchase of the Assets pursuant to this Agreement, including the purchase of the Stock.

Conditions Precedent to Obligations of Sellers. The obligations of ---------------------------------------------- Sellers under this Agreement are subject to the satisfaction at or prior to Closing of each of the following conditions (which may be waived by Sellers):

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to 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) the representations and warranties of Buyer in Article IV must be true and correct as of the date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that has not had a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby (without giving effect to any updates provided by Buyer pursuant to Section 5.8 of this Agreement); (b) Buyer shall have complied in all material respects with all provisions of this Agreement required to be complied with by it on or prior to the Closing Date; (c) there shall not be in effect any Order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (d) Buyer shall have delivered the documents and instruments required to be delivered by it pursuant to Section 2.5(b).

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by each of the Major Sellers, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Acquirors shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, in which case as of such earlier date; (b) Acquirors shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date; and (c) Sellers shall have received the items listed in Section 7.5.