Conditions Precedent to Seller's Obligation. The obligation of Seller to consummate the transaction contemplated hereby on the Closing Date is subject to the satisfaction of each of the following conditions at or prior to the Closing:
Conditions Precedent to Seller's Obligation. The obligations of Seller ------------------------------------------- under this Agreement with respect to the purchase and sale of the Assets shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Conditions Precedent to Seller's Obligation. The obligation of each Seller to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing to the extent permitted by applicable Law, in whole or in part, by such Seller for purposes of consummating such transactions:
Conditions Precedent to Seller's Obligation. The obligation of Seller to proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions, any one or more of which may be waived in writing in whole or in part by Seller (except as to the condition described in Section 7.2(a)):
Conditions Precedent to Seller's Obligation. Seller's obligation to consummate the transaction contemplated by this Agreement shall be contingent upon the following conditions precedent:
Conditions Precedent to Seller's Obligation. The Sellers obligations to sell the Company Shares and the Real Estate and to take the other actions required to be taken by the Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Sellers, in whole or in part):
Conditions Precedent to Seller's Obligation. 36 SECTION 9.1 Accuracy of Representations and Warranties 36 SECTION 9.2 Performance of Covenants 36 SECTION 9.3 Officer’s Certificate 36 SECTION 9.4 No Order 37 SECTION 9.5 Certified Resolutions 37 SECTION 9.6 Secretary’s Certificate 37 SECTION 9.7 No Change in Law 37 SECTION 9.8 Intentionally Left Blank 37 ARTICLE X TERMINATION 37 SECTION 10.1 Termination of Agreement 37 SECTION 10.2 Effect of Termination 38 ARTICLE XI INDEMNIFICATION 38 SECTION 11.1 Seller Indemnification 38 SECTION 11.2 Buyer Indemnification 39 SECTION 11.3 Indemnification Procedures 39 SECTION 11.4 Limits on Indemnification 40 SECTION 11.5 Certain Damages 41 SECTION 11.6 Exclusive Remedy 41 ARTICLE XII GENERAL 42 SECTION 12.1 Amendments 42 SECTION 12.2 Waivers 42 SECTION 12.3 Notices 42 SECTION 12.4 Successors and Assigns; Parties in Interest 43 SECTION 12.5 Severability 43 SECTION 12.6 Entire Agreement 43 SECTION 12.7 Governing Law; Consent to Jurisdiction 44 SECTION 12.8 Expenses 44 SECTION 12.9 Release of Information; Confidentiality 44 SECTION 12.10 Joint and Several 44 SECTION 12.11 Certain Construction Rules 45 SECTION 12.12 Survival. 45 SECTION 12.13 Counterparts 45 ARTICLE XIII NON-COMPETITION REQUIREMENT, EXCLUSIVITY, PMI EASEMENT AND RIGHT OF FIRST OFFER 45 SECTION 13.1 Non-Competition Requirement; Exclusivity 45 SECTION 13.2 PMI Easement 46 SECTION 13.3 Right of First Offer 47 Exhibits
Conditions Precedent to Seller's Obligation. Seller's obligation to close the transactions contemplated by this Agreement is subject to and contingent upon the following:
Conditions Precedent to Seller's Obligation. 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; provided, however, that none of the Sellers has, at the date of this Agreement, actual knowledge that any of Buyer's representations or warranties are inaccurate.
Conditions Precedent to Seller's Obligation. The obligation of Seller and the Seller India Affiliate to sell, assign, transfer, convey and deliver the Assets is subject to the satisfaction or waiver on the Closing Date of each of the following conditions precedent (which shall not be construed as covenants):
