Conditions to IntegraMed's Obligations Clause Samples

Conditions to IntegraMed's Obligations. The obligations of IntegraMed under this Agreement are subject to the satisfaction on or before the First Closing Date of the following conditions, any of which may be waived by IntegraMed by proceeding with the First Closing: (a) The representations and warranties of Shareholders set forth in this Agreement shall be true on and as of the First Closing Date and Shareholders shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by Shareholders prior to or on the First Closing Date and Shareholders shall have delivered to IntegraMed a certificate dated as the First Closing Date, to all such effects; (b) No suit, action or other proceeding shall be pending before any court or other government agency which seeks to restrain or prohibit performance of this Agreement or the consummation of the transactions contemplated herein or in connection herewith, except as disclosed on Schedule 4.07(a), to subject IntegraMed to liability on the ground that Shareholders have breached any law or duty or otherwise acted improperly, nor shall any such suit, action or proceeding be threatened, to the knowledge of IntegraMed; and (c) Shareholders shall have delivered in form reasonably satisfactory to IntegraMed the items or documents identified below: 1. Physician-Stockholder Employment Agreements dated March 11, 1998 between each Shareholder and New P.C., copies of which are attached hereto collectively as Exhibit F; 2. Non-Shareholder Physician Employment Agreements dated on or about March 11, 1998 between each non-Shareholder physician employee of New P.C. and New P.C. in the form of Exhibit G; 3. The issued and outstanding stock certificates of Shady Grove, endorsed in blank; 4. The Proxy in the form of Exhibit B; 5. Personal Responsibility Agreements dated March 12, 1998 between each Shareholder (other than ▇▇▇▇▇▇▇▇) and IntegraMed, copies of which are attached hereto collectively as Exhibit H; 6. The Voting Trust Agreement in the form of Exhibit D; 7. Shareholder Representation Letters in the form of Exhibit I; 8. A provider agreement dated March 11, 1998 between Shady Grove and New P.C. in the form of Exhibit K; 9. Copies of resolutions of the Board of Directors of Shady Grove, certified by an officer of Shady Grove, approving and authorizing the execution of the Management Agreement and the Provider Agreement and the consummation of the transactions contemplated thereby; 10. Copies of resolutions...
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Related to Conditions to IntegraMed's Obligations

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to ▇▇▇▇▇’▇ Obligations The obligations of ▇▇▇▇▇ hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by ▇▇▇▇▇ of a due diligence review satisfactory to ▇▇▇▇▇ in its reasonable judgment, and to the continuing satisfaction (or waiver by ▇▇▇▇▇ in its sole discretion) of the following additional conditions:

  • Conditions to Each Party’s Obligation The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction prior to or on the Closing Date of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Buyer’s Obligations The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law: