Conditions to Obligations of Sellers Clause Samples
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i):
(a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect.
(b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing.
(c) Purchaser shall have delivered, or caused to be delivered, to Sellers:
(i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser;
(ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser;
(iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied;
(iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto;
(v) the Equity Registration Rights Agreement, duly executed by Purchaser;
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:
Conditions to Obligations of Sellers. The obligations of Sellers hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Sellers in their sole discretion):
Conditions to Obligations of Sellers. All obligations of Sellers at the Closing are subject at Sellers' option to the fulfillment prior to or at the Closing Date of each of the following conditions:
Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in Article VI shall be true and correct in all material respects (except as qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date).
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement be performed or complied with by it prior to or on the Closing Date.
(c) Buyer shall have complied with each condition set forth in Article IV hereof and shall have delivered the items set forth therein, in each case as applicable to Buyer.
(d) There shall not be any Governmental Rule in effect prohibiting the consummation of the transactions contemplated by this Agreement or any claim, action, suit, proceeding, investigation, hearing, arbitration, judgment, decree, injunction pending before any Governmental Entity that, if adversely determined, would prohibit the consummation of the transactions contemplated by this Agreement.
Conditions to Obligations of Sellers. The obligations of Sellers to proceed with Closing are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by Sellers:
Conditions to Obligations of Sellers. The obligations of the Sellers to consummate the sale of the Partnership Interests at Closing shall be subject to the satisfaction of the following conditions precedent, except to the extent waived by Sellers in writing:
(a) All of the representations and warranties of Buyers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time, and each of Buyers shall be in compliance in all material respects with all of the covenants, agreements, terms and provisions set forth herein on its part to be observed and performed, and no event which would constitute a breach of the terms of this Agreement on the part of each such Buyer shall have occurred and be continuing at the Closing Date.
(b) Each of Buyers shall have executed and delivered to Sellers on the Closing Date a Certificate, dated that date, in form and substance reasonably satisfactory to Sellers to the effect that the conditions set forth in each of the provisions of Section 10.1(a) of this Agreement have been satisfied in full.
(c) Buyers shall have delivered the Purchase Price, as adjusted, to Sellers in accordance with Section 2.1.
(d) On the Closing Date, no suit, action or other proceeding shall be pending or threatened before any court or other governmental agency against Sellers or Buyers in which the consummation of the transactions contemplated by this Agreement are sought to be enjoined.
(e) All notification and report forms required to be filed on behalf of the parties to this Agreement with the FTC and the DOJ under the HSR Act and rules thereunder shall have been filed, and the waiting period required to expire under the HSR Act and rules thereunder, including any extension thereof, shall have expired or early termination of the waiting period shall have been granted.
(f) All documents and other items required to be delivered hereunder to Sellers at or prior to Closing shall have been delivered or shall be tendered at Closing.
Conditions to Obligations of Sellers. The obligations of Sellers to perform this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions, unless waived by Sellers:
Conditions to Obligations of Sellers. The obligation of each Seller to consummate the Closing is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any one or more of which may, if permitted by applicable Law, be waived in writing, in whole or in part, by such Seller (in such Seller’s sole discretion) on or prior to the Closing:
Conditions to Obligations of Sellers. The obligations of Sellers to effect the Closing and to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable law, waiver in writing by Seller Representative) of the following further conditions:
(a) the representations and warranties of the Buyer contained in Article IV of this Agreement shall be true, correct and complete in all material respects (other than those representations and warranties that are qualified by materiality or material adverse effect or similar qualification, which shall be true, correct and complete in all respects) both as of the date of this Agreement and as of the Closing, other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true, correct and complete as of such date;
(b) Buyer shall have performed and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement on or prior to the Closing Date; and
(c) at the Closing, Buyer shall have delivered to Seller Representative a certificate of an authorized officer of Buyer, dated as of the Closing Date, in form and substance reasonably acceptable to Seller Representative, to the effect that the conditions specified in Sections 9.3(a) and 9.3(b) have been satisfied (the “Buyer Closing Certificate”).