Conditions to the Obligation of the Seller Sample Clauses

Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):
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Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the Closing shall be subject to the fulfillment, on or before the Closing Date, of the following additional conditions:
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Conditions to the Obligation of the Seller. The obligation of the Seller to formalize and complete the Transactions is subject to the warranties and representations of the Buyer contained in this Agreement being true and correct in all the material aspects as of the date of execution of this Agreement and as of the Closing Date, as if they were made on that moment.
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Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
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Conditions to the Obligation of the Seller. The obligations of the Seller hereunder at the Closing shall be subject to and conditioned on the following:
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Conditions to the Obligation of the Seller. The obligation of the Seller to sell and transfer the Seller LLC Interest to each Purchaser is subject to the satisfaction or waiver of the following additional conditions on the Closing Date:
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Conditions to the Obligation of the Seller. The obligation of the Seller to effect the Closing is subject to the Purchaser delivering, or causing to be delivered, to the Seller at the Closing the Consideration.
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Conditions to the Obligation of the Seller. The Seller's obligation to sell, convey, transfer and assign the Initial Shares or the Additional Shares, as the case may be, shall be subject to the satisfaction, at or before the Share Purchase Closing, or the applicable Additional Share Closing, as the case may be, of the following conditions (any of which may be waived, in whole or in part, by the Seller):
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Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the Transaction shall be subject to the satisfaction or waiver by the Seller on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of the Purchaser contained in Article IV (i) that are qualified as to materiality shall be true and correct and (ii) that are not so qualified shall be true and correct in all material respects when made and as of the Closing Date (except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be true and correct as of such date). (b) Each of the covenants and agreements of the Purchaser contained herein and in each of the Ancillary Documents to be performed on or prior to the Closing Date shall have been performed in all material respects. (c) The Seller shall have received at the Closing a certificate certifying as to the matters set forth in Sections 6.3(a) and (b), dated as of the Closing Date and executed on behalf of the Purchaser by an Authorized Officer of the Purchaser. (d) The Purchaser shall have executed and delivered to the Seller and the Security Agent the Membership Interest Pledge Agreement and shall, pursuant to the terms thereof, simultaneously with the Closing, deliver the membership certificate evidencing the Acquired Interest to the Security Agent. (e) The Purchaser shall have paid the Cash Purchase Price in accordance with Section 2.1. (f) The Purchaser shall have delivered to the Seller a certificate or certificates, evidencing the Seller's Interest, duly endorsed in blank or accompanied by appropriate instruments of transfer in proper form for transfer, accompanied by any requisite transfer stamps (at the Seller's expense). (g) ASC and GECCT shall have contributed to the Purchaser, in the aggregate, the lesser of (i) 90% of the difference between the amounts outstanding under the Loan Agreement on the Closing Date immediately prior to the Refinancing and the net proceeds received from the Refinancing and (ii) $31,433,000, which contribution shall have, in turn, been contributed by the Purchaser to the Company in connection with the Refinancing. (h) No action or proceeding by or before any court or Governmental Entity shall have been commenced and be pending, and no such action or proceeding shall be threatened by a Governmental Entity, and, that in the reasonable judgment of the Board of Directors of Seller is reasonably l...
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Related to Conditions to the Obligation of the Seller

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Conditions to the Obligation of the Company The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

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

  • Conditions to Obligation of the Sellers The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to the Obligations of the Buyer The obligation of the Buyer to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of all of the following conditions precedent and the delivery of the following documents:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser under this Agreement shall be subject to the satisfaction of each of the following conditions unless waived in writing by the Purchaser:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

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