Conditions to Obligation of Buyers. The obligation of Buyers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation of Buyers. The obligations of Buyers hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by Buyers, but only in writing):
Conditions to Obligation of Buyers. The obligation of Buyers to effect the Closing shall be subject to the following conditions, unless waived in writing by Buyers:
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Acquisition is subject to the satisfaction (or waiver by Buyers in writing in its sole discretion) of the following further conditions:
Conditions to Obligation of Buyers. The obligations of Buyers hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by Buyers, but only in writing): (a) The representations and warranties of Sellers set forth in Article 5 above shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, provided that the receipt of such evidence and the closing of the transactions contemplated herein shall not be, nor be deemed to be, a waiver of the representations and warranties contained in this Agreement; (b) All of the terms, covenants and conditions of this Agreement to be complied with or performed by Sellers at or before Closing shall have been complied with or performed in all material respects; (c) Other than as disclosed herein or contemplated hereby, there shall have been no Material Adverse Change since the date of this Agreement: (i) with respect to the financial condition, assets or liabilities of the Sellers as such relates to the Business except for a reduction in Net Working Capital due to increased payables and a reduction in receivables and inventory in the ordinary course of business consistent with past practice except for the unusually high Net Working Capital at the end of 1997; and (ii) with respect to the business of the Sellers as such relates to the Business; (d) Sellers shall have delivered to Buyers a certificate to the effect that each of the conditions specified in Sections 9.01(a) - (c) is satisfied in all material respects; (e) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (f) Buyers shall have received from Greexxxxxxxx, Xxmkxx & Xale, X.C., counsel of Sellers, an opinion in form and substance as set forth in Exhibit F attached hereto, addressed to Buyers and dated as of the Closing Date; (g) No action or proceeding by any Governmental Body or any Person shall be pending or threatened to enjoin, restrict or prohibit the purchase and sale of the Acquired Assets contemplated hereby;
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such date and (iii) Buyers shall have received a certificate signed by Seller to the foregoing effect; (b) Buyers shall have received all certificates or other documents they may reasonably request relating to the existence of Seller and the authority of Seller to enter into and perform its obligations under this Agreement, all in form and substance reasonably satisfactory to Buyers; (c) Buyers shall have received a duly executed copy of the minutes of the Condition to Closing Shareholders’ Meetings; (d) All necessary shareholder, board or other action required under Guatemalan law in order to make the provisions of Section 10.01 legal, valid and enforceable shall have been taken in Guatemala and certified copies of the minutes of such action, substantially in the form of the attached Exhibit C, shall have been delivered to Buyers; (e) Buyers shall have received a duly executed Side Letter from all Persons who own directly or indirectly any equity interests in Seller (the “Seller Owners”); and
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the Merger is subject to the satisfaction (or waiver by Parent or Merger Sub in each of their sole discretion) of the following conditions:
Conditions to Obligation of Buyers. The obligation of Buyers to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions:
Conditions to Obligation of Buyers. The obligation of Buyers and MTC to consummate the Closing is subject to the satisfaction (or waiver by Buyer and MTC) of the following further conditions:
