Materiality of Conditions. Each condition precedent herein is material to the transactions contemplated herein, and time is of the essence in respect of each thereof.
Materiality of Conditions. Each condition precedent in this Agreement (including, without limitation, those on the attached SCHEDULE 6) is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent.
Materiality of Conditions. 35 5.4. Waiver of Conditions.....................................36
Materiality of Conditions. Notwithstanding anything contained in this Agreement, no condition to consummation of the Stock Purchase contained in this Article V that involves performance of agreements by Seller or the accuracy of representations and warranties made by Seller as of the date of this Agreement, as of the Closing Date or as of any other date or period shall be deemed not fulfilled, and Buyer shall not be entitled to fail to consummate the transactions contemplated by this Agreement or terminate this Agreement on such basis, if the respects in which such agreements have not been performed or the representations and warranties are untrue, would not, individually or in the aggregate, have or reasonably be expected to have a Seller Material Adverse Effect.
Materiality of Conditions. This Agreement constitutes the entire Agreement between the parties, and all the terms and conditions thereof shall be deemed to be material.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving the accuracy of representations and warranties made by Seller as of the date hereof or the Closing Date (without giving effect to any "materiality" limitation or Material Adverse Effect qualifier set forth therein), or the furnishing of an officer's or other certificate shall be deemed not fulfilled, and Buyer shall not be entitled to fail to consummate the transactions contemplated by this Agreement or terminate this Agreement on such basis, if the respects in which such representations and warranties are inaccurate or the certificates do not conform to what is prescribed by this Agreement, in the aggregate, do not result in a Material Adverse Effect to the Business or the Assets.
Materiality of Conditions. Notwithstanding anything contained ------------------------- herein, no condition involving the performance of obligations by the Company or the truth and accuracy of representations and warranties made by the Company as of the Closing Date shall be deemed not fulfilled, and Buyer shall not be entitled to fail to consummate the transactions contemplated hereby or terminate this Agreement on such basis, if the respects in which such conditions have not been performed or such representations and warranties are untrue (assuming for this purpose that the representations and warranties are not qualified by materiality), in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Materiality of Conditions. Notwithstanding anything contained herein, no condition involving performance of agreements by the Company or any of the Stockholders (other than those in Article II) as of the Closing shall be deemed not fulfilled, and the Purchaser shall not be entitled to fail to consummate the Subject Transactions or terminate this Agreement on such basis, if the respects in which such agreements have not been performed, in the aggregate, would not have a Material Adverse Effect.
Materiality of Conditions. 47 SECTION 8.4.
Materiality of Conditions. Each condition precedent herein is material to the transactions contemplated by the Loan Documents.
