Conditions Precedent to the Obligations of the Purchaser Clause Samples

Conditions Precedent to the Obligations of the Purchaser. Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to acquire the Shares at the Closing is subject to the satisfaction or waiver by the Purchaser, at or before the Closing, of each of the following conditions:

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser 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 in writing by the Purchaser in whole or in part to the extent permitted by applicable Law): (a) Sellers shall have delivered to the Purchaser (i) a copy of the Sale Order, after the Sale Order becomes a Final Order (which shall contain the terms described in Section 8.2) and (ii) copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers); (b) the representations and warranties of Sellers set forth in Article V hereof shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for such representations and warranties made as of a certain date, which shall be true and correct as of such date as though made on and as of such date) except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation or qualification as to “materiality” or “material adverse effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Sellers or Sellers’ ability to consummate the transactions contemplated hereby, and the Purchaser shall have received a certificate signed by an authorized officer of HUSA, dated the Closing Date, to the foregoing effect; (c) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Purchaser shall have received a certificate signed by an authorized officer of HUSA, dated the Closing Date, to the forgoing effect; and (d) Sellers shall have delivered, or caused to be delivered, to the Purchaser all of the items set forth in Section 4.2.

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser under the Sale Documents are expressly subject to the fulfillment of each of the following conditions, unless waived by the Purchaser in writing, at or before the Closing:

Conditions Precedent to the Obligations of the Purchaser. The Purchaser’s obligation to effectuate the Closing under this Agreement shall be subject to the fulfillment of the following conditions, any of which may be waived in writing by the Purchaser: (1) with respect to the representations and warranties of the Sellers in Sections 4.1 and 4.2, the Fundamental Representations shall be true and correct in all respects and the other representations and warranties shall be true and correct in all material respects as of the Effective Date and the Closing Date (other than representations and warranties which address matters only as of a certain date, which shall be as of such date); (2) the Sellers shall have performed in all respects all covenants and obligations required by this Agreement to be performed by the Seller at or prior to the Closing Date; (3) no order, ruling, or other measures of any Governmental Authority that materially prevents or restrains the Transaction shall exist; (4) the execution of and the performance of the obligations under the Merger Agreement shall have been validly and effectively approved by the shareholders’ meetings of the Purchaser and the SPAC, respectively; (5) the shareholders agreement separately entered into by and among the Parties regarding such matters as the operation of the Company shall remain valid and effective; (6) all Permits required to be obtained by the Parties for the Closing of the Transaction shall have been lawfully obtained and completed by the Parties; and (7) the Share Pledge Agreement in the form set forth under Exhibit 5.1(10), securing the Sellers’ obligations under this Agreement as secured obligations and designating the Purchaser as the pledgee in accordance with Section 5.1(10), shall have been executed and the kun-pledge (Geun J▇▇ ▇▇▇▇ in Korean) shall have been established.

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete the Closing shall be subject to the fulfillment, at or prior to the time of the Closing of each of the following conditions: (a) except for such changes as permitted or contemplated by this Asset Purchase Agreement, the representations and warranties of the Physician Parties contained in this Asset Purchase Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date; (b) the Physician Parties shall have performed, complied with and fulfilled all the covenants, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date of this Asset Purchase Agreement, there shall not have occurred any event or events, whether individually or in the aggregate, that have had or that reasonably could be reasonably expected to have a Material Adverse Effect on the financial condition, results of operations, properties, assets, liabilities, business operations of the Clinic or the Practice; (d) the Purchaser shall have received all of the instruments, documents and other items described in Section 3.2 hereof; (e) the Physician Parties shall have agreed, and such agreement shall continue to be in effect, to terminate all real property leases to which the Clinic is a party as of the Closing Date; and (f) the Purchaser and its permitted assignee shall have received all information reasonably requested from the Physician Parties with respect to employees of the Clinic, in connection with its evaluation of employees of the Clinic.

Conditions Precedent to the Obligations of the Purchaser. The obligation of the Purchaser to purchase the Note hereunder is, at its option, subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement at the Closing are subject to fulfillment of the following conditions, any one or more of which may be waived in whole or in part by the Purchaser in the manner provided for herein:

Conditions Precedent to the Obligations of the Purchaser. All obligations of the Purchaser under this Agreement are subject to the fulfilment at or before the Closing Date of the following conditions: