Conditions to Obligations to Close. The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (“Purchaser’s Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion:
Conditions to Obligations to Close. 7.1Conditions to Obligation of Buyer to Close. The obligation of Buyer to effect the closing of the transactions contemplated herein is subject to the satisfaction at or before Closing of all of the following conditions, any one or more of which may be waived in writing by Buyer, in Buyer’s sole discretion: (a)Accuracy of the Target Companies’ Representations and Warranties. The representations and warranties of the Target Companies in Article 3 will be true and correct as of the Closing Date as if made on the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date), in each case except for any inaccuracy in any representation or warranty that, individually or in the aggregate with any other such inaccuracy, does not have a Target Company Material Adverse Effect. (b)Observance and Performance by the Target Companies. The Target Companies will have performed and complied with, in all material respects, the covenants and agreements required by this Agreement to be performed and complied with by the Target Companies on or before the Closing Date.(c)No Material Adverse Effect. Since the Signing Date, there will not have occurred any Target Company Material Adverse Effect that is continuing as of the Closing Date. (d)Certificate of the Target Companies. The Target Companies will have delivered to Buyer a certificate from a duly authorized officer of each Target Company, dated the Closing Date and executed by such officer certifying the items in Section 7.1(a), 7.1(b) and 7.1(c). (e)Restructuring. The Restructuring described in Section 1.1 shall have been completed.(f)HSR Act. The applicable waiting period, and any applicable extension thereof, under the HSR Act will have expired or will have been duly terminated.(g)Delivery of Other Items. The Target Companies will have delivered (or caused to be delivered) to Buyer each of the other items listed in Section 6.2.(h)No Legal Actions. No Governmental Authority of competent jurisdiction will have instituted any Proceeding to restrain, prohibit or otherwise challenge the legality or validity of the transactions contemplated herein that has not been dismissed or otherwise resolved in a manner that does not materially and adversely affect the transactions contemplated herein and no injunction, order or decree of any Governmental Authority will be in effect that restrains or ...
Conditions to Obligations to Close. Sections 6 and 7 of the Agreement shall be deemed to be revised to provide that any representation to be made, document to be delivered or other action to be taken at or as of the Initial Closing, the Initial Closing Date, the Option Closing or the Option Closing Date shall also be made, delivered or taken at or as of the Deerfield Closing or the Deerfield Closing Date, as the case may be.
Conditions to Obligations to Close. The obligation of each party hereto to consummate the transactions set forth herein is subject to the satisfaction (or waiver (except for Sections 17(a), (b), (c) and (d) which cannot be waived)) prior to or at Closing of each of the following conditions:
Conditions to Obligations to Close. The respective obligations of each Party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the conditions set forth in Section 8.1, Section 8.2 (in the case of Purchaser) and Section 8.3 (in the case of Vendor) of the Purchase Agreement, and to the consummation of the C2 Sale immediately following the Corporation Sale, in accordance with the terms of the Purchase Agreement. Neither Party may rely on the failure of any such condition if such failure was caused by the failure of such Party to comply with any provision of this Agreement or the failure of any affiliate of such Party to comply with any provision of the Purchase Agreement.