CONDITIONS TO THE OBLIGATIONS OF THE. COMPANY AND THE SHAREHOLDERS The obligation of the Company and the Shareholders to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company and the Shareholders in their sole discretion):
CONDITIONS TO THE OBLIGATIONS OF THE. Company The obligation of the Company to consummate the Merger is subject to the satisfaction or valid waiver of the following further conditions:
CONDITIONS TO THE OBLIGATIONS OF THE. Funding Parties on each Funding Date. The obligations of the Lessor and each Lender to carry out their respective obligations under Section 2 of this Master Agreement to be performed on each Funding Date shall be subject to the fulfillment to the satisfaction of, or waiver by, each such party hereto (acting directly or through their respective counsel) on or prior to each such Funding Date of the following conditions precedent, provided that the obligations of any Funding Party shall not be subject to any conditions contained in this Section 3.4 which are required to be performed by such Funding Party:
CONDITIONS TO THE OBLIGATIONS OF THE. Roma Parties under this Agreement. The obligations of the Roma Parties under this Agreement shall be further subject to the satisfaction of the conditions set forth in this Section 8.03 at or prior to the Closing Date:
CONDITIONS TO THE OBLIGATIONS OF THE. Underwriters The obligation of the Underwriters to purchase the Notes pursuant to this Agreement is subject to: (i) the accuracy as of the Closing Date of the representations and warranties on the part of the Sponsor herein contained; (ii) the performance by the Sponsor of its obligations hereunder; and (iii) the following conditions as of the Closing Date:
CONDITIONS TO THE OBLIGATIONS OF THE. Company Under This Agreement. The obligations of the Company under this Agreement shall be further subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:
CONDITIONS TO THE OBLIGATIONS OF THE. Sellers The obligation of the Sellers to effect the Closing under this Agreement is subject to the satisfaction, at Closing, of the following conditions: (a) subject to the provisions of Section 10.1(b), all Regulatory Approvals shall have been obtained and shall be in full force and effect; (b) the UK Pension Reorganization shall have been completed and, subject to the provisions of Section 10.1(b), the Chinese Carve-Out shall have been completed; (c) there shall be in effect no injunction issued or Law passed after the date hereof that would render the Agreement or any Ancillary Agreement illegal, which illegality would have a material adverse impact on the Transactions considered as a whole; and
CONDITIONS TO THE OBLIGATIONS OF THE. Buyer The obligation of the Buyer to effect the Closing under this Agreement is subject to the satisfaction, at Closing, of each of the following conditions: (a) subject to the provisions of Section 10.1(b), all Regulatory Approvals shall have been obtained and shall be in full force and effect; (b) the Intragroup Settlements and the Reorganization Transactions shall have been completed; (c) the UK Pension Reorganization shall have been completed; (d) The AOAG Contribution or, if General Motors elects to proceed with the AOAG Sale pursuant to Section 6.4(b), the AOAG Sale shall have been completed; (e) there shall be in effect no injunction issued or Law passed after the date hereof that would render the Agreement or any Ancillary Agreement illegal, which illegality would have a material adverse impact on the Transactions considered as a whole; (f) the representations and warranties made by General Motors in Sections 4.8 (Financial Statements), 4.10 (Compliance with Laws and Permits) and 4.17 (Sufficiency of Assets) shall be true and correct as of the Closing Date, except to the extent that such failures to be so true and correct in the aggregate would not result in (i) a one‑time cost and/or (ii) an annual recurring cost over a period not to exceed five years from the Closing Date, having in the aggregate a combined cash value impact in excess of 500,000,000 Euro; provided that, for the purposes of determining the accuracy as of the Closing Date of the representation and warranty set forth in Section 4.17 (Sufficiency of Assets), the benefits of any AOAG Contributed Asset or Transferred Asset in respect of which an objection has been received prior to the Closing Date by General Motors, AOAG, any Assets Seller, any Target Group Company or the Buyer in respect of (i) the contribution of such AOAG Contributed Asset to New AOAG or the transfer of the Transferred Assets to the Buyer (or Buyer Designee) or (ii)the change of control of New AOAG, any Target Group Company or Controlled Dealership Entity (or, where such objection has been received but such Third Party has been notified of the implementation of an Alternate Arrangement in accordance with Exhibit 6.3(d), an objection has been so received in respect of such Alternate Arrangement) shall be deemed not to be available to the Buyer (or the relevant Buyer Designee) as from the Closing Date unless the Buyer (or the relevant Buyer Designee) validly and effectively receives as of the Closing Date the benefit...
CONDITIONS TO THE OBLIGATIONS OF THE. LENDERS TO PURCHASE THE SECURITIES The obligation of the Lenders to purchase the Series D Notes and the New Warrants and to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Lenders of the following conditions on or before the Closing Date; provided, however, that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Credit Parties.
CONDITIONS TO THE OBLIGATIONS OF THE. Company The obligations of the Company hereunder to consummate the Closing are subject to fulfillment, prior to or at such Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by the Company in writing):
