CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER Clause Samples

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligation of the Buyer to purchase the Shares and to consummate the other transactions contemplated hereby is subject to the satisfaction, or waiver by the Buyer, on or prior to the Closing Date of each of the following conditions:

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the Closing under this Agreement are subject to the satisfaction in all material respects of each of the following conditions, unless waived by the Buyer:

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, except to the extent that Buyer may waive any one or more thereof. (a) The representations and warranties of CBSI shall be true 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. CBSI shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. Since the date of this Agreement, there shall have been no material adverse change in the business, operations, results of operations or condition (financial or otherwise) of Synova, other than changes relating to matters within the control of Buyer as an officer or director of Synova prior to Closing. (b) CBSI shall have obtained and delivered, or caused Synova to obtain and deliver, to Buyer all the consents listed in Schedule 4.4, which consents shall be in form and substance satisfactory to Buyer, unless the failure to obtain any such consent would not have a material adverse effect on the business, properties, results of operations or financial or other condition of Synova. (c) On the Closing Date: (i) there shall be no injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, compels or would compel Synova to dispose of or discontinue the business or a portion of its business as a result of the consummation of any of the transactions contemplated hereby, or imposes a fine, awards damages or imposes or awards any other monetary or non-monetary penalty or relief based on the transactions hereby contemplated; and (ii) there shall be no suit, action or other proceeding by any person pending before any court or governmental agency, or threatened to be filed or initiated, which, in the judgment of the Buyer, may result in the restraint or prohibition of the consummation of any transaction contemplated hereby or the obtaining of an amount in payment of damages from or other relief against any of the parties hereto or against any director or officer of Synova or any of its Affiliates, in connection with the consummation of any transaction contemplated hereby. (d) CBSI shall ...

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. All of the agreements and obligations of the Buyer under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived, in whole or in part, in writing by the Buyer:

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer with respect to actions to be taken on the Closing Date are subject to the satisfaction by the County (as applicable) or waiver by the Buyer on or prior to the Closing Date of all of the conditions set forth in this Article IX.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate the Closing under this Agreement are subject to the satisfaction in all material respects of each of the following conditions, unless waived by the Buyer: a. Accuracy of Representations and Warranties. Except for such changes as are permitted pursuant to Section 3.4 of this Agreement, the representations and warranties of the Shareholders and the Company contained in this Agreement, in the Shareholders Disclosure Schedule, the Company Disclosure Schedule and in each closing certificate and document delivered to Buyer by the Company or the Shareholders pursuant hereto shall be correct in all material respects at and as of the Closing Date as though made at and as of the Closing Date, other than such representations and warranties as are specifically made as of another date which shall be correct at and as of such other date; and the Shareholders and the Company shall each have delivered to Buyer a certificate to that effect.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. All obligations of the Buyer under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of each of the following conditions, which conditions may be waived only by the Buyer. (a) The representations and warranties of the Seller herein contained shall be true and correct as of the date hereof. (b) The Seller shall have performed or complied with all the obligations, agreements and covenants herein contained to be performed by them prior to or as of the Closing Date. (c) The Buyer shall have received a certificate from the Seller as to compliance with paragraphs (a) and (b) of this Section 10. (d) No action, suit or proceeding by or before any court or any governmental or regulatory authority shall have been commenced or threatened, and no investigation by any governmental or regulatory authority shall have been commenced or threatened, seeking to restrain, prevent or change the transactions contemplated hereby or seeking judgments against the Seller or the Buyer awarding substantial damages in respect of the transactions contemplated hereby. (e) All deliveries required to be made under this Agreement to the Buyer on or before the Closing Date shall have been received by the Buyer.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The obligations of the Buyer to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of the conditions set forth in this Section 8.

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER. The ---------------------------------------------------- obligations of the