Conditions Precedent to Obligations of Sellers Sample Clauses

Conditions Precedent to Obligations of Sellers. Notwithstanding anything herein to the contrary, the obligations of Sellers to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Sellers at the Closing:

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Sellers.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers under this Agreement shall, at the option of Sellers, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction or the waiver by Sellers, on or prior to the Closing, of the following conditions: (a) each of the representations and warranties of the Purchaser Entities set forth in Article 6 shall be true and correct in all respects on the date hereof and on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than those representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); (b) the Purchaser Entities shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by or complied with by such Purchaser Entities on or prior to the Closing Date; (c) no Applicable Law shall have been enacted, entered, promulgated, or enforced, and no timing agreement with a Governmental Authority shall be in force or applicable, which temporarily, preliminarily, or permanently prohibits, prevents, enjoins, or makes illegal the consummation of the transactions contemplated by this Agreement; (d) no suit, action or other proceeding by any Third Party shall be pending by or before any Governmental Authority seeking to restrain, prohibit, enjoin or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement; (e) if applicable, (i) all waiting periods (and extensions thereof but not including an indication or notification from a Governmental Authority that an investigation remains open or ongoing after expiration of the waiting period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired, (ii) notice of early termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have been received or (iii) a consent order shall have been issued for public comment or pursuant to the ▇▇▇▇▇▇ Act (in form and substance satisfactory to Sellers) by or from the applicable Governmental Authorities and (i) or (ii) of this paragraph shall have been satisfied; (f) The Purchaser Entities shall have executed and delivered to Sellers an officer’s certificate, dated as of the Closing Date and substantially in the form of Exhibit G, certifying tha...

Conditions Precedent to Obligations of Sellers. The obligations of the Sellers under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

Conditions Precedent to Obligations of Sellers. Each and every obligation of Sellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following express conditions precedent:

Conditions Precedent to Obligations of Sellers. Sellers’ obligations to consummate the sale of the Purchased Assets and the other transactions contemplated to occur in connection with the Closing is subject to the satisfaction of each condition precedent listed below, or the waiver of such condition by Sellers, in their sole and absolute discretion.

Conditions Precedent to Obligations of Sellers. The obligations of Sellers to proceed with the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent, any of which may be waived in whole or in part by the Sellers: (a) All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms relates to an earlier date, and except to the extent of any change permitted by the terms of this Agreement or consented to by Sellers, and Buyer shall have performed or complied in all material respects with all covenants, agreements and conditions contained in this Agreement on its part required to be performed or complied with at or prior to the Closing. Buyer shall deliver to Sellers at the Closing a certificate of an officer of Buyer certifying that the conditions stated in this Section 8.2 have been fulfilled; (b) On the Closing Date, there shall exist no valid judicial order which would prohibit the consummation of the transactions contemplated by this Agreement or the Related Agreements; (c) All material consents and approvals relating to the Company required to be obtained from Governments, including without limitation under the HSR Act, and from third parties under Contracts shall have been obtained; and

Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by each of the Major Sellers, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions: (a) each of the representations and warranties of Acquirors shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date, in which case as of such earlier date; (b) Acquirors shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date; and (c) Sellers shall have received the items listed in Section 7.5.