Conditions to the Closings. 1. The obligation of Seller to effect each Closing is subject to the satisfaction of each of the following conditions prior to the Closing, any of which may be waived in writing exclusively by Seller:
Conditions to the Closings. 10 6.1. Conditions to the Closing.....................................10 6.2. Conditions to the Obligations of the Investor.................11 6.3. Conditions to the Obligations of the Company..................11
Conditions to the Closings. 6.1 Conditions to the Investor's Obligations. The obligation of the Investor to exchange Indebtedness for Shares and Warrants at the Closing is subject to the fulfillment to the Investor's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:
Conditions to the Closings. Section 5.1 Conditions to the Obligations of Parent and Securities. The obligation of Parent and Securities to effect the Closing is subject to the satisfaction or waiver at or prior to the Closing Date, of the following conditions:
Conditions to the Closings. The obligations of the parties to this Agreement are subject to the following conditions:
Conditions to the Closings. Section 5.01
Conditions to the Closings. (a) The obligation of each Purchaser, on the one hand, and the Company, on the other hand, to effect each of the First Closing and each Subsequent Closing (together, the "Closings") is subject to the satisfaction or written waiver by such Purchaser and the Company as of such 3 Closing of the following condition: no temporary restraining order, preliminary or permanent injunction or other judgment or order shall have been issued, enacted, promulgated, entered into or enforced by any Governmental Entity and no Law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.
Conditions to the Closings. The obligations of Owner to enter into the applicable Operative Documents and amendments with respect to a Closing for any Properties, and to make any Owner Advances in connection therewith are subject to (a) the accuracy and correctness as of the applicable Closing Date of the representations and warranties of Agent contained herein with respect to such Property, (b) the accuracy and correctness as of the applicable Closing Date of the representations of Agent contained in each of the Operative Documents and in any other document or certificate delivered pursuant hereto or thereto with respect to such Property, (c) the performance by Agent of its agreements contained herein and to be performed by it on or prior to the applicable Closing Date, and (d) the satisfaction or waiver by Owner of all of the following conditions:
Conditions to the Closings. The obligation of Seller to effect each Closing is subject to the satisfaction of each of the following conditions prior to the Closing, any of which may be waived in writing exclusively by Seller: The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all respects on the date hereof and at and as of the Closing as if made at and as of such time. Seller shall have received a certificate signed on behalf of Purchaser by its Chief Executive Officer to such effect. Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf of Purchaser by its Chief Executive Officer to such effect. The obligation of Purchaser to effect each Closing is subject to the satisfaction of each of the following conditions prior to the Closing, any of which may be waived in writing exclusively by Purchaser: The representations and warranties of Seller: (i) contained in Sections II(B)(1) and (4) of this Agreement shall be true and correct in all respects on the date hereof, and shall be true and correct in all respects at and as of the Closing (without any exceptions contained therein) as if made at and as of such time; and (ii) contained in Section II(B)(2) of this Agreement shall be true and correct in all material respects on the date hereof and at and as of the Closing as if made at and as of such time. Purchaser shall have received a certificate signed by Seller to such effect. Seller shall have caused Seller's spouse to execute, and Seller shall have delivered to Purchaser, the Spousal Consent in the form attached hereto as Exhibit "C". Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing. Purchaser shall have received a certificate signed by Seller to such effect. INDEMNIFICATION. Seller and Purchaser agree that any indemnification obligations of the parties hereto shall be governed by and subject to the terms of the Unit Purchase Agreement.
Conditions to the Closings. 25 Section 7.1 Conditions to the Obligations of Parent and Merger Sub.......................25 Section 7.2 Conditions to the Obligation of TCD and the Shareholders.....................26 Table of Contents ARTICLE VIII TERMINATION..................................................................26 Section 8.1 Termination..................................................................26 Section 8.2 Effect of Termination........................................................27 ARTICLE IX INDEMNIFICATION..............................................................28
