Conditions to Seller Sample Clauses

Conditions to Seller. S OBLIGATIONS 6.1 Truth of Representations and Warranties......................20 6.2
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Conditions to Seller s and the Target Companies’ Obligations. The obligations of Seller and the Target Companies to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article V hereof will be true and correct at and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except for any failure of such representations and warranties to be true and correct that has not had a material adverse effect on the financial condition or operating results of Buyer taken as a whole or on the ability of Buyer to consummate the transactions contemplated hereby; (b) Buyer will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) Buyer will have made the payment to the Escrow and Paying Agent set forth in Section 1.01 to be made by Buyer on the Closing Date; (d) Buyer will have delivered to the Target Companies each of the following: (i) a certificate of Buyer executed by a duly authorized officer thereof, dated the Closing Date, stating that the preconditions specified in Section 2.03(a) and Section 2.03(b) have been satisfied; (ii) a copy of the Escrow and Paying Agent Agreement, duly executed by Buyer and the Escrow and Paying Agent; and (iii) a copy of the Transition Services Agreement, duly executed by Buyer. 7 LEGAL02/39540989v11
Conditions to Seller. S AND PURCHASER'S OBLIGATIONS 8.01 Approval of Governmental Authorities........................12 8.02 Absence of Litigation.......................................12
Conditions to Seller s Obligations The obligations of Seller under this Agreement are subject to the satisfaction on or before the Closing Date of the following conditions, any of which may be waived by Seller by proceeding with the Closing:
Conditions to Seller s and the Equityholder’s Obligations. The obligations of Seller and the Equityholder to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

Related to Conditions to Seller

  • Conditions to Seller’s Obligations Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:

  • Conditions to Seller’s Obligation Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to Buyer’s Obligations The obligations of Buyer shall be subject to the satisfaction prior to or at the Closing of the following conditions unless waived by Buyer:

  • Conditions to Buyer’s Obligation Buyer’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions for Advance and Conditions to Closing Section 7.1

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of Buyer hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to the Buyer’s Obligations The obligations of the Buyer to consummate the transactions contemplated hereunder on the Closing Date are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

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