Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the purchase of the Stock as provided herein shall be subject to fulfillment at or prior to the Closing, or written waiver by Buyer, of each of the following conditions:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions unless waived by Buyer in writing: (a) The representations and warranties of Seller set forth herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (including representations and warranties made as of a specific date being true and correct as though that specific date were changed to the Closing Date); (b) Seller shall have performed all obligations and agreements and complied all covenants and conditions applicable to it contained in this Agreement in all material respects prior to or on the Closing Date, except those which if not performed or complied with would not materially and adversely effect Seller; (c) Seller shall have endorsed in blank (or executed stock powers in blank) and delivered to Buyer certificates representing all outstanding and issued shares of the H&W Stock and the Five Flags Stock on the Closing Date, and shall have delivered to Buyer the written resignations of the present directors and officers of the Companies in accordance with Section 4(e) of this Agreement; (d) No suit, action or other proceeding by a third party or governmental authority shall be pending or threatened which seeks damages from Buyer in connection with, or seeks to restrain, enjoin or otherwise prohibit, the consummation of the transactions contemplated by this Agreement or precludes Buyer from operating the Companies' Assets; (e) Buyer has all required governmental approvals, if any, to consummate the transactions contemplated herein; (f) Between the date of this Agreement and the Closing Date, no material adverse change in the business or operations of the Companies shall have occurred; (g) If prior to Closing any of the Companies' Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is in excess of five percent (5%) of the Purchase Price, Seller shall agree to reduce the Purchase Price by a sum equal to that amount by which the repair or replacement cost thereof, as applicable, of such damaged or destroyed assets exceeds five percent (5%) of the Purchase Price, less all sums payable by insurance carriers to Buyer and to the Companies, or either of them, by reason of such loss; (h) No uncured or unsatisfied items on the Defect List e...
Conditions to Obligation of Buyer to Close. 47 6.01. Representations and Warranties; No Material Adverse Effect..48
Conditions to Obligation of Buyer to Close. Section 6.3 of the Agreement shall be amended by adding at the end thereof the following:
Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the following conditions, which may be waived by Piaget Swiss or Buyer:
