CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE Sample Clauses
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to purchase the Assets and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in writing):
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations of the Purchaser to consummate the transactions contemplated hereunder are, at the option of the Purchaser, subject to the satisfaction of each of the conditions set forth below:
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchasers' obligation to purchase the Shares and to take the other actions required to be taken by the Purchasers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchasers, in whole or in part):
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. Section 5.1. Conditions to the Obligations of the Purchaser
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to purchase the Securities and the Elliott Shares and to take th▇ ▇▇▇▇▇ actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in accordance with Section 12.15):
8.1 Satisfactory Completion of Pre-Acquisition Review. The Purchaser shall have satisfactorily completed its pre-acquisition investigation and review of SFG's and BEA's business, condition, assets, liabilities, operations, financial performance, net income and prospects and shall be satisfied with the results of that investigation and review.
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. Section 5.1. Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to purchase the Transferred Holding Company Equity Interests and the Transferred Assets and to assume the Assumed Liabilities and to take the other actions required to consummate the transactions provided for in this Agreement is subject to the satisfaction, as of the Closing, of the following conditions (any of which may be waived in whole or in part in a writing signed by the Purchaser):
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The obligations of the Purchaser to purchase the Shares and consummate the Basic Transaction are set forth in Schedule F hereto, all of which are incorporated herein by reference and constitute part of this Agreement, and the Company and the Sellers shall have complied with the pre-closing covenants set forth in Schedule I hereto, all of which are incorporated herein by reference and constitute part of this Agreement.
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. (i) All obligations of the Purchaser to close under this Agreement are subject to the fulfillment of each of the following conditions, prior to or at the Closing:
(a) The representations and warranties made by the Seller contained herein shall be true and correct at and as of the time of the Closing, with the same effect as though such representations and warranties were made at and as of such time, except in respects not materially adverse to the Company. As used herein, the phrase "in respects not materially adverse to the Company" shall mean in respects not materially adverse to the overall financial condition, business or prospects of the Business.
(b) The Seller and the Company, on or before the Closing, shall have performed and complied with all terms, covenants and conditions required by this Agreement to be performed or complied with at or before the Closing.
(c) No order, ruling or regulation (general or specific) of any governmental authority shall have been issued or promulgated, and no judicial or administrative action shall have been taken and shall have not been rescinded, canceled or reversed, which action has the purpose or would have the effect of prohibiting the transactions herein contemplated or the effect of interfering with or materially affecting the right or ability of any party to this Agreement to consummate any of the transactions contemplated hereby.
(d) [Intentionally left blank]
(e) The Seller shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by an appropriate officer of the Seller, certifying (i) as to the fulfillment of the conditions set forth in subsections (a), (b) and (c) of this Section 7 and (ii) that he is not aware of any material omissions or facts that would materially alter any of the Financial Statements, nor is he aware of any facts or factors that are reasonably likely to occur, or if known to other parties, that could have a material adverse effect on the financial condition, business, operations, assets, liabilities, management or prospects of the Business.
(f) The Purchaser shall have been furnished with an opinion, dated the Closing Date, of ▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Seller, in substantially the form of Exhibit C attached hereto.
(g) All consents and approvals and waivers of third parties, including those set forth on Schedule 5(i), and consents, permits and approvals of all regulatory agencies or other authorities having jurisdiction over the transactions, ...
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The obligations of the Purchaser under this Agreement, at the option of the Purchaser, shall be subject to the satisfaction on the Closing Date of the following conditions (which may be waived specifically by the Purchaser, in whole or in part, but only in writing):
7.2.1. The Purchaser shall have completed Satisfactory Due Diligence.
7.2.2. The Purchaser shall have executed a new Lease Agreement for the Premises.
7.2.3. The Purchaser shall have executed a Professional Services Agreement with the Seller and all Transferred Employees shall have agreed to employment terms with the Purchaser.
7.2.4. The Seller Shareholders shall have executed the Personal Goodwill Purchase and Noncompetition Agreement with Purchaser. 7.2.5. There shall have been no material breach by the Seller in the performance of any of the Seller’s obligations hereunder; each of the representations, conditions, covenants, and warranties of the Seller contained in or referenced in this Agreement shall be true and correct in all material respects on the Effective Date through and on the Closing Date; and there shall have been delivered to the Purchaser a certificate to that effect, dated as of the Closing Date and executed by the Seller.
CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchasers’ respective obligations to purchase the Transferred Business Assets and to take the other actions required to be taken by the Purchasers at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Adobe (on behalf of all of the Purchasers), in whole or in part, in writing):