Conditions to Obligations of Acquirer Clause Samples

Conditions to Obligations of Acquirer. The obligations of Acquirer hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer):

Conditions to Obligations of Acquirer. The obligations of Acquirer to effect the Merger are also subject to the satisfaction, or waiver by Acquirer, at or prior to the Effective Time, of the following conditions:

Conditions to Obligations of Acquirer. The obligation of Acquirer to effect the Transfer is further subject to the satisfaction or (to the extent permitted by Law) waiver by Acquirer on or prior to the Closing Date of the following conditions:

Conditions to Obligations of Acquirer. Acquirer's obligations to consummate the Merger and to take the other actions contemplated in this Agreement 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 individually waived by Acquirer, but only in a writing signed by Acquirer):

Conditions to Obligations of Acquirer. The obligation of Acquirer to consummate the Closing is subject to the satisfaction of the following further conditions: (a) (i) The representations and warranties of Contributor contained in Section 3.1, Section 3.2 and Section 3.4 (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all material respects only as of such time), and (ii) all other representations and warranties of Contributor contained in this Agreement shall be true and correct at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true and correct in all respects only as of such time), except (disregarding all qualifications as to materiality and Material Adverse Effect and qualifications of similar import contained therein) where the failure of such representations and warranties, individually or in the aggregate, to be true and correct would not reasonably be expected to have a Material Adverse Effect. (b) Contributor shall have performed in all material respects all of the covenants and agreements required to be performed by Contributor under this Agreement at or prior to the Closing. (c) Contributor shall have complied with Section 5.11 in all respects. (d) Contributor shall have delivered or caused to be delivered to Acquirer a statement pursuant to Treasury Regulation Section 1.1445 2(b)(2) certifying that Contributor is not a foreign person. (e) Contributor shall have delivered or caused to be delivered a certificate executed by a duly authorized officer of Contributor, dated the Closing Date, stating that the conditions to Acquirer’s obligations set forth in Section 7.2(a) and Section 7.2(b) have been satisfied. (f) Contributor and the Company shall have obtained those consents listed on Schedule 7.2(f), each in form and substance reasonably satisfactory to Acquirer, and copies thereof shall have been delivered to Acquirer. (g) Acquirer shall have received the written resignations and release of claims to fees or expenses of each of the managers and officers of the Company, each in form and subs...

Conditions to Obligations of Acquirer. SUB 1 AND SUB 2 The obligations of Acquirer, Sub 1 and Sub 2 hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Acquirer, Sub 1 and Sub 2, but only in a writing signed on behalf of Acquirer, Sub 1 and Sub 2 by the Chief Executive Officer of each such entity):