Conditions to Contributor's Obligations Sample Clauses

Conditions to Contributor's Obligations. In addition to any other conditions set forth in this Agreement, Contributor's obligation to consummate the Closing is subject to the timely satisfaction of each and every one of the conditions and requirements set forth in this Section 3.2, all of which shall be conditions precedent to Contributor's obligations under this Agreement. (a) Acquirer's Obligations. Acquirer shall have performed all obligations of Acquirer hereunder which are to be performed prior to Closing, and shall have delivered or caused to be delivered to Contributor, all of the documents and other information required of Acquirer pursuant to Section 4.3.

Conditions to Contributor's Obligations. Contributor’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Contributor), prior to or at the Closing, of all of the following conditions:

Conditions to Contributor's Obligations. Contributor's obligation to close is subject to satisfaction of each of the following conditions (any of which may be waived by Contributor in its sole discretion):

Conditions to Contributor's Obligations. The obligation of Contributors to close the transactions contemplated hereby is subject to the fulfillment of all of the following conditions on or prior to the Closing Date:

Conditions to Contributor's Obligations. Contributors' obligations under this Agreement to deliver the Contribution Amount and otherwise consummate the transactions contemplated hereby are subject to the satisfaction (or waiver in writing by Contributors) of the following conditions on or before the Closing: (i) No Injunction. No temporary restraining order or preliminary or permanent injunction or any court or administrative agency of competent jurisdiction prohibiting the consummation of the transactions contemplated hereby shall be in effect.

Conditions to Contributor's Obligations. The obligations of Contributors to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions at, or prior to, the Closing, unless Contributors waive in writing prior to the Closing any such condition: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) Tornier shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or non-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and

Conditions to Contributor's Obligations. Contributor’s obligation to convey the Property or otherwise perform Contributor’s obligations under this Agreement is conditioned upon the occurrence of the following conditions on or before the Closing Date: (a) The representations, warranties and covenants of Acquiror contained in this Agreement shall be true and correct in all material respects as of the Closing Date. (b) Acquiror shall have performed and complied in all material respects with all covenants and agreements contained herein which are to be performed and complied with by Acquiror at or prior to the Closing Date. (c) Acquiror shall have delivered to Contributor: (i) a countersigned copy of the Lease; (ii) a countersigned copy of the assignment of warranties and intangible property owned by Contributor, (iii) an executed closing statement, and (iv) any and all documents required of Acquiror by the Title Company in order for the Closing to occur. (d) In the event any of the foregoing conditions or other conditions to this Agreement are not fulfilled, and are not waived by Contributor on or before the Closing, Contributor may terminate this Agreement. Upon a termination of this Agreement pursuant to this Section 13(d), Title Company shall, subject to the provisions of Section 24(d) below, return the ▇▇▇▇▇▇▇ Money Deposit to Acquiror and the parties shall have no further liability to one another hereunder with respect to the Property except to the extent expressly stated otherwise herein. Contributor shall have the right to waive, in Contributor’s and absolute discretion, any of the conditions precedent set forth in this Section 13, and the election by Contributor to proceed with the Closing with the actual knowledge that a condition precedent has not been satisfied, shall be deemed Contributor’s waiver of such condition precedent to the extent any such condition precedent has not been previously satisfied or waived. Neither Acquiror nor Contributor shall willfully or in bad faith act or fail to act for the purpose of permitting any of Acquiror’s Conditions in this Section 13 to fail.

Conditions to Contributor's Obligations. Contributor’s obligation to deliver title to the Property shall be subject to the following conditions precedent on and as of the Closing Date: (a) Acquiror shall deliver to Contributor on the Closing Date the remainder of the Contribution Consideration, subject to adjustment of such amount pursuant to Section 2 hereof, and the other items set forth as Acquiror’s responsibility in Section 12 above; (b) The representations and warranties of Acquiror contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing, and Acquiror shall have paid the Contribution Consideration due at Closing; and (c) The SEC shall have declared effective the Registration Statement for the Conversion Shares

Conditions to Contributor's Obligations. The obligation of Contributor hereunder to consummate the transactions contemplated hereunder shall also be contingent upon Acquirer simultaneously closing the acquisitions of the ▇▇▇ ▇▇▇▇▇▇▇ Property and the ▇▇▇▇▇▇▇▇▇ Property under the Related Contribution Agreements.