Conditions to the Obligations of the Purchasers Clause Samples

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers hereunder are subject to the following conditions: (a) The Notice of Rights Offering shall have been given to all existing shareholders as contemplated herein. (b) Notification that the Registration Statement has become effective shall be received by the Purchasers no later than 5:00 p.m., Eastern time, on the date and time as shall be consented to in writing by the Purchasers, and all filings required by Rule 424 of the Rules and Regulations shall have been made within the time required by such rule. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of such staff and (iv) after the date hereof no amendment or supplement to the Registration Statement or the prospectus included in the Registration Statement (the "Prospectus") shall have been filed unless a copy thereof was first submitted to the Purchasers, and the Purchasers did not object thereto in good faith. (d) At the Closing Date, (i) other than as set forth in or contemplated by the Registration Statement and the Prospectus, there shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business, since the date as of which such information is given in the Registration Statement and the Prospectus and (ii) the Company shall not have sustained, since the date as of which such information is given in the Registration Statement and the Prospectus, any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if, in the judgmen...

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Issuers herein are, at and as of the date hereof and the Time of Delivery, true and correct, the condition that the Issuers shall have performed all their obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Purchasers shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Purchasers, such opinion or opinions, dated the Time of Delivery and addressed to the Purchasers, with respect to the issuance and sale of the Notes and the Indenture and other related matters as the Purchasers may reasonably require, and the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (b) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Issuers, shall have furnished to you their written opinions, dated the Time of Delivery, substantially in the form of Exhibit B hereto. (c) ▇▇▇▇, Raywid & ▇▇▇▇▇▇▇▇▇, L.L.P., special regulatory counsel to the Issuers, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form of Exhibit C hereto. (d) ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., General Counsel of the Company, shall have furnished to you his written opinion, dated as of the Time of Delivery, substantially in the form of Exhibit D hereto. (e) On the date of this agreement and on the Closing Date, KPMG LLP shall have furnished to you, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to you, containing statements and information of the type customarily included in accountants’ "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a "cut-off" date no more than three business days prior to the Closing Date; (i) None of the Issuers, any of the Parent Companies or any of the Issuers’ subsidiaries shall have sustained since the date of the latest audited financial statements included in each of the Time of Sale Information and the Offering Memorandum any loss or interference with its business from fire, explosion, floo...

Conditions to the Obligations of the Purchasers. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the satisfaction as of the Closing of all of the following additional conditions precedent (any of which may be waived in whole or in part by Purchaser A in its sole discretion):

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to purchase and pay for the Notes being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date of the following conditions:

Conditions to the Obligations of the Purchasers. The obligations of each Purchaser under this Agreement are subject to the fulfillment, or the waiver by each purchaser, of the conditions set forth in this Section 6 on or before the Closing Date.

Conditions to the Obligations of the Purchasers. The obligation of each Purchaser to effect the Sale and to consummate the other Contemplated Transactions shall be subject to the satisfaction or waiver (as permitted by applicable Law), at or prior to the Closing Date, of the following additional conditions: (a) The Seller Parties shall have made the deliveries required pursuant to Section 2.11(b) and Section 2.11(g). (b) The Seller Parties shall have performed in all material respects all of their respective obligations hereunder required to be performed by them on or prior to the Closing Date. (c) The representations and warranties set forth in Section 4.3 (Capital Structure), Section 4.4 (Authority), Section 4.21 (Vote Required) and Section 4.22 (Brokers; Fees) shall be true and correct in all but de minimis respects at and as of the Effective Date and as of the Closing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (d) Each of the other representations and warranties of the Seller Parties contained in Article 4 of this Agreement, without giving effect to materiality, Target Company Material Adverse Effect or other similar qualifications, shall be true and correct at and as of the Effective Date and at and as of the Closing as if made at and as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct have not and would not reasonably be expected to, individually or in the aggregate, have a Target Company Material Adverse Effect. (e) The representations and warranties set forth in Article 5 with respect to the Jersey Trust shall be true and correct in all respects at and as of the Effective Date and as of the Closing, as though made as of the Closing (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date). (f) No Target Company Material Adverse Effect shall have occurred since the Effective Date and be continuing on the Closing Date. (g) The Company shall have provided evidence reasonably satisfactory to the Purchasers that, effective as of the Closing Date, each Management Agreement has been terminated. (h) The Purchasers shall h...

Conditions to the Obligations of the Purchasers. Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Purchasers to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing, or waiver by the Purchasers, of each of the following conditions:

Conditions to the Obligations of the Purchasers. The obligations ------------------------------------------------ of the Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and Holding contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time") and the Closing Date, to the accuracy of the statements of the Company or Holding made in any certificates pursuant to the provisions hereof, to the performance by the Company and Holding of their respective obligations hereunder and to the following additional conditions: (a) The Company and Holding shall have caused ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Company and Holding, to have furnished to the Purchasers their opinion dated the Closing Date and addressed to the Purchasers, to the effect that: (i) Holding and the Company have been duly incorporated and are validly existing as corporations in good standing under the laws of the State of Delaware and California, respectively, with full corporate power and authority to own or lease, as the case may be, their properties and conduct their business as described in the Final Memorandum; (ii) the authorized equity capitalization of Holding and of the Company effective upon the consummation of the Recapitalization is as set forth in the Final Memorandum; (iii) the information contained in the Final Memorandum under the headings "Description of Senior Credit Facility" and "Certain Federal Income Tax Considerations", fairly summarizes the matters therein described in all material respects and the information contained in the Final Memorandum under the heading "Risk Factors --- Fraudulent Conveyance and Distribution Limitation Considerations" relating to Sections 500 et seq. of the California Corporations Code fairly summarizes the possible consequences of the violation of these sections to holders of Securities; (iv) the Indenture and the Exchange Indenture conform as to form in all material respects with the requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder; (v) provided the Securities are sold in the manner contemplated by the Purchase Agreement and Final Memorandum, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body is required for the execution, delivery a...